HZD.L Regulatory News (HZD)

THIS ANNOUNCEMENT 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 (EXCEPT IN COMPLIANCE WITH CANADIAN SECURITIES LAWS), JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF HORIZON IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION AND IN THE APPENDICES.

1 May 2015

Horizon Discovery Group plc

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

Proposed placing and Notice of General Meeting

Placing to raise approximately £25 million to accelerate the Company's growth strategy

Horizon Discovery Group plc (LSE:HZD), the international life science company supplying research tools and services that power genomics research and the development of personalised medicines, is pleased to announce a conditional non-pre-emptive placing of 13,157,895 New Placing Shares at a Placing Price of 190 pence per share to raise approximately £25.0 million before expenses. In addition, the Placing includes the proposed sale of a minimum of 5,263,157 Existing Placing Shares by certain Selling Shareholders at the Placing Price.

Highlights

· Placing of a minimum of 18,421,052 Ordinary Shares in the Company with existing and new institutional investors, consisting of:

o Placing of 13,157,895 new Ordinary Shares, representing approximately 16.4 per cent. of the Company's existing ordinary share capital, at a price of 190 pence per Ordinary Share to raise proceeds of approximately £25.0 million (before fees and expenses) for the Company

o Placing of a minimum of 5,263,157 existing Ordinary Shares on behalf of the Selling Shareholders at a price of 190 pence per Ordinary Share

· Placing Price represents a discount of 4.3 per cent. to the mid-market closing price on 30 April 2015, being the last practicable day before this announcement

· The net proceeds of the Placing receivable by the Company will be used to accelerate the Company's growth strategy, in particular through investment in its leveraged services business, global infrastructure and research and development capabilities. The Company will not receive any of the proceeds in respect of the Existing Placing Shares placed on behalf of the Selling Shareholders.

The Placing is conditional, inter alia, on the approval by Shareholders of resolutions (the "Resolutions") to be proposed at a general meeting to be held at 10.00 a.m. on 18 May 2015 at the offices of Covington & Burling LLP at 265 Strand, London WC2R 1BH (the "General Meeting") and on the Admission of the New Placing Shares to trading on AIM.

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendices to this announcement. It is envisaged that the Bookbuild will be closed no later than 3.00 p.m. London time today, 1 May 2015.

In order to broaden the Company's institutional shareholder base and to minimise the time and transaction costs of the Placing, the Placing Shares are being placed by J.P. Morgan and Panmure Gordon with only a limited number of existing and new institutional shareholders. The Placing Shares are not being made available to the public.

The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional holders and new institutional investors the opportunity to participate in the Placing and avoids the requirement for a prospectus.

A Circular to Shareholders, including a notice convening the General Meeting, will be dispatched today, 1 May 2015, and will also be available on the Company's website at www.horizondiscovery.com.

David Smoller, Chief Business Officer intends to sell a minimum of 139,151 Existing Ordinary Shares as part of the Placing to satisfy tax liabilities arising as a result of the acquisition of Sage Laboratories Inc. by the Company.

In addition to the Directors, certain Shareholders have irrevocably undertaken to vote in favour, or procure the vote in favour, of the Resolutions, amounting to, in aggregate, 35,862,485 Ordinary Shares, representing approximately 44.7 per cent. of the existing Ordinary Shares.

Dr Darrin M. Disley, Chief Executive Officer of Horizon, said:

"We have a clear strategy for growth and the proceeds of the placing will allow us to accelerate this. Our objective is to establish a dominant position in the high growth markets for our products and services by continuing to build and deliver a fully-integrated business model, leveraging value and building scale across the whole healthcare continuum from genetic sequence to patient treatment. We have already demonstrated strong strategic progress and delivery upon our objectives since our IPO last year, and with 79% growth in 2014 revenues and three capability enhancing acquisitions already delivered, we are excited to continue to demonstrate the potential of Horizon through organic growth or through acquisitions and in-licensing opportunities."

ENDS

For further information from Horizon Discovery Group plc, please contact:

Consilium Strategic Communications (Financial Media and Investor Relations)

Amber Bielecka / Mary-Jane Elliott / Jessica Hodgson / Matthew Neal

Tel: +44 (0) 20 3709 5701

Email: horizon@consilium-comms.com

Zyme Communications (Trade and Regional Media)

Katie Odgaard

Tel: +44 (0) 7787 502 947

Email: katie.odgaard@zymecommunications.com

Panmure Gordon (UK) Limited (Financial Adviser, Nominated Adviser, Broker and Joint Bookrunner)

Corporate Finance: Freddy Crossley / Fabien Holler / Duncan Monteith

Broking: Tom Salvesen

Tel: +44 (0) 20 7886 2500

J.P. Morgan Cazenove (Joint Bookrunner)

Nicholas Hall / James Mitford

Tel: +44 (0) 20 7742 4000

All defined terms used in this announcement are defined in Appendix I to this announcement.

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THE APPENDICES ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C) OTHER PERSONS TO WHOM IT CAN LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT THEREIN 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 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

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

ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTIONS.

J.P. Morgan Securities plc (which conducts its UK investment banking business through J. P. Morgan Cazenove ("J.P. Morgan")), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority ("FCA") and PRA in the United Kingdom, is acting exclusively for the Company and the Selling Shareholders in relation to the transaction referred to herein. J.P. Morgan is not acting for, and will not be responsible to, any person other than the Company and the Selling Shareholders for providing the protections afforded to customers of J.P. Morgan or for advising any other person on the contents of this announcement or any other matter, transaction or arrangements referred to herein.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and the Selling Shareholders in relation to the transaction referred to herein. Panmure Gordon is not acting for, and will not be responsible to, any person other than the Company and the Selling Shareholders for providing the protections afforded to customers of Panmure Gordon or for advising any other person on the contents of this announcement or any other matter, transaction or arrangement referred to herein.

The distribution of this announcement and the offering, placing and/or issue of the Placing Shares in any jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

In particular, subject to certain exceptions, this announcement should not be distributed, forwarded, transmitted or otherwise disseminated in or into the United States or any of the Excluded Jurisdictions. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States or any other jurisdiction. 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 under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States. In the opinion of the Directors, there is a significant risk of civil, regulatory or criminal exposure to the Company and its Directors were the Placing to be made into any of the Excluded Jurisdictions. On this basis, none of the Placing Shares have been, or will be, registered under the relevant laws of any state, province or territory of any of the Excluded Jurisdictions. Subject to certain limited exceptions, none of the Placing Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within any of the Excluded Jurisdictions or to any national, resident or citizen of, or any corporation, partnership or other entity created or organised under the laws of, any Excluded Jurisdiction.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

By participating in the Placing, Placees are 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 herein.

This announcement includes statements that are, or may be deemed to be, forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "milestones", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's results of its operations, financial condition, liquidity, prospects, growth and strategy. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under FSMA or the regulatory regime established thereunder or the AIM Rules or other applicable legislation or regulation, none of the Company, the Directors, J.P. Morgan nor Panmure Gordon undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this announcement.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in expectations and assumptions used and changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates and changes in tax rates.

Background to and reasons for the Placing

Company overview

Horizon is an international life sciences group supplying research tools to organisations engaged in genomics research and the development of personalised medicines. Horizon's products, services and research programmes enable the elucidation of the genetic basis of human disease and the development of targeted personalised medicines, which lead to significant improvements in outcomes for patients and the more efficient use of healthcare resources.

Most diseases, such as cancer, are now clearly associated with genetic variations which may pre-dispose disease onset, progression or clinical response to therapy. The Directors believe that knowledge of these genetic drivers of disease is resulting in a powerful shift away from a 'one-size-fits-all' approach to human healthcare towards the development, diagnosis and prescription of targeted therapies that are more clinically effective and cost effective. Blockbuster drugs are becoming less common and drugs are increasingly being targeted at specific patient populations based on the understanding that not all patients are identical, and nor should their treatment be.

This new paradigm requires new approaches to research and development, diagnosis and patient treatment, and the Directors believe that Horizon is well positioned to support this revolution for the benefits of patients, drug developers and reimbursers. Horizon is an expert in genome editing and translational genomics. The Group's growth has been underpinned by the deployment of its proprietary translational genomics platform, GENESIS™, a high-precision and flexible suite of gene editing tools which enables the recapitulation of the specific genetic drivers of disease and their translation into personalised medicines at every stage of the human healthcare continuum from DNA sequence to patient treatment. With costs now rapidly decreasing (in January 2014, Illumina announced at the J.P. Morgan conference in San Francisco that the sequence of a human genome was now possible for under $1,000, whereas in 2007 it was estimated to cost $10 million), the full range of genetic variation between populations and individuals is now becoming understood, especially in relation to the genetic differences that define a diseased state versus a normal state.

2014 was a transformational year in which the Company transitioned from being a private UK life sciences business, employing approximately 80 staff on a single site in Cambridge (UK), to a publicly-listed international life science group, employing 183 staff across facilities located in Cambridge (UK), Cambridge (USA), Pennsylvania (USA), St Louis (USA) and Vienna (Austria). The Group's experienced Board and management team were further strengthened by the appointments of Susan Searle and Dr Susan Galbraith as non-executive directors and Dr David Smoller as Chief Business Officer. Since the Company's over-subscribed AIM IPO in March 2014, raising net proceeds of £37.8 million for the Company, organic growth has been supported by three strategic acquisitions to fuel the continued growth of the Group over the coming years; namely, the acquisition of the CombinatorRx assets from Zalicus, Inc., the acquisition of SAGE Labs Inc and the acquisition of Haplogen Genomics GmbH.

In 2014, the Group's revenues increased by 79 per cent. to £11.9 million, of which approximately 92 per cent. represented exports. Between 2007 and 2014, the Group's revenues grew at a compound annual growth rate of 119 per cent. The Company has entered into research and development programmes with clients which have the potential to generate future milestone payments of up to £158 million, which the Directors believe represent significant upside potential for investors. In addition, the Company's growing inventory of c. 16,500 products (2,750 as at 31 December 2014), which comprises X-MAN™ human cellular disease models, SAGE Speed™ mammalian disease models as well as numerous derivative products and services, is being deployed by an established and growing customer base of approximately 1,000 organisations in about 50 countries.

Growth strategy

The Directors estimate that the addressable markets in which Horizon operates are worth approximately £29 billion in aggregate in 2015, with potential for future growth, comprising:

· Global genomics market, estimated at £6.65 billion in 2013 and forecast to grow to £12.0 billion in 2018;

· Cell based assays market, estimated at £1.7 billion in 2012 and forecast to grow to £2.9 billion in 2016;

· Molecular diagnostics market, estimated at £12.1 billion in 2013 and forecast to grow to £21.9 billion in 2018; and

· Biopharmaceutical manufacturing market, estimated at £1.8 billion in 2012 and forecast to grow to £2.9 billion in 2017.

In order to achieve its objective of establishing a dominant position across these high growth markets, the Group's strategy is to continue building and delivering a fully-integrated business model leveraging value and building scale across the whole continuum from sequence to treatment, either organically or through acquisitions and in-licensing opportunities.

The Group's strategic progress to date is reflected by the acquisitions carried out by the Group since its IPO in 2014, which have significantly enhanced the Group's capabilities:

· In June 2014, the Group announced the acquisition of the CombinatorRx assets from Zalicus Inc. for £4.7 million. This has provided access to a unique platform enabling the high-throughput screening and analysis of thousands of complementary drug combinations, as well as a US footprint comprising a 23,000 square foot laboratory in Cambridge, Massachusetts.

· In September 2014, the Group announced the acquisition of SAGE Labs Inc. for £29.0 million. This has added an in vivo gene editing platform, which complements the Group's existing in vitro services offering, and a broad catalogue of advanced animal models, while providing opportunities to enhance revenue and reduce costs as well as a further US footprint comprising 43,000 square feet of facilities in St. Louis, Missouri, and Philadelphia, Pennsylvania.

· In January 2015, the Group announced the acquisition of Haplogen Genomics GmbH, for an initial consideration of £6.0 million. This has added a proprietary high-throughput cell line generation platform, enabling broader market penetration and providing a continental European footprint in Vienna, Austria.

Integration in respect of the acquisitions of Haplogen Genomics and the CombinatorRx assets is complete and the integration of Sage Labs is progressing in line with Board expectations.

The Company has started a "horizon scanning" strategic exercise aimed at prioritising market opportunities and shortlisting potential targets. Subject to suitable targets being identified, the Directors believe that the process of identifying and carrying out further strategic acquisitions could commence from the second half of 2015 onwards. The Company's preferred criteria for potential targets for significant acquisitions include:

− strategic fit with the Company's existing capabilities;

− revenue between $10 million and $30 million per annum; and

− earnings accretion, with proven traction and an EBITDA margin in excess of 10 per cent.

Compelling transformational opportunities outside of the above criteria would also be considered by the Company.

Use of proceeds

The Directors intend to use the net proceeds of the Placing receivable by the Company from the issue of the New Placing Shares, being approximately £24.2 million, to accelerate the Company's growth strategy. In particular, the Directors intend to:

· increase the leverage of the Group's products and services to deliver a fully integrated business model from sequence to treatment including milestone upside;

· invest in efficient global infrastructure and additional distribution channels to expand into new markets and increase penetration in existing markets;

· invest in the Group's commercially focussed research and development capabilities to stay at the forefront of scientific leadership and add to the Group's intellectual property portfolio to drive productivity and margins; and

· accelerate the growth of the Group through acquisitions or in-licensing of products and technologies.

The Company will not receive any of the proceeds in respect of the sale of Existing Placing Shares placed on behalf of the Selling Shareholders.

Preliminary Results

The Company announced the unaudited preliminary results of the Group for the year ended 31 December 2014 on 14 April 2015. Financial and operational highlights for the year include:

· reported revenue increased by 79 per cent. to £11.9 million (2013: £6.6 million) with revenues from products and services growing by 99 per cent.;

· gross margin improvement to 55 per cent., up from 52 per cent. as at 31 December 2013;

· research milestone portfolio increased by 32 per cent. to approximately £158 million (2013: £120 million) plus royalties;

· operating loss of £5.3 million (2013: £2.9 million), before exceptional items of £0.8 million, as the Group invests for scale in line with its stated strategy;

· closing cash and cash equivalents of £18.5 million (2013: £4.2 million);

· number of products grew by 186 per cent. to 2,750 (2013: 962), and further increased to approximately 16,500 since year-end following the acquisition of Haplogen Genomics GmbH; and

· number of customers increased by 171 per cent. to 955 (2013: 353) including 30 of the top 50 pharmaceutical companies.

Please refer to the Company's announcement as notified through the Regulatory Information Service and made available on the Company's website at http://www.horizondiscovery.com/investor-relations/investor-news.

Current trading and outlook

As disclosed in the announcement of the Group's unaudited preliminary results on 14 April 2015, the Group has a clear strategy for continued growth and is well positioned to deliver further strong revenue growth in 2015. In the coming year the Company intends to further invest in the scaling of the Group's products and services businesses, including the development and implementation of new Group-wide e-commerce and enterprise resource planning systems which it expects will deliver long-term value. Horizon has taken significant strides in 2014, underpinning the Group's progress to becoming a fully integrated international life science company and the Board is excited by the Group's prospects for the future.

The Placing

The Bookbuild will open with immediate effect following this announcement. The exact number of Placing Shares will be determined by the Company, J.P. Morgan and Panmure Gordon at the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company, J.P. Morgan and Panmure Gordon. Details of the number of Placing Shares will be announced as soon as practicable after the closing of the Bookbuild.

The placing of 18,421,052 Placing Shares at the Placing Price has been underwritten by J.P. Morgan. J.P. Morgan's underwriting obligations for such underwritten Placing Shares will cease as and when placing letters are received from certain placees by J.P. Morgan or Panmure Gordon.

The Placing is conditional upon, inter alia, the passing of the Resolutions and Admission becoming effective. The Placing is also conditional upon the Placing Agreement becoming unconditional and not being terminated.

Application will be made to the London Stock Exchange for the New Placing Shares to be admitted to trading on AIM. Subject to the passing of the Resolutions at the General Meeting, it is expected that Admission will become effective in respect of, and that dealings on AIM will commence in, the New Placing Shares, on or around 20 May 2015, being the second business day following the passing of the Resolutions at the General Meeting.

The New Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all future distributions declared, paid or made in respect of the Existing Ordinary Shares following the date of Admission.

The Company has agreed for a period beginning on the date of the Placing Agreement and ending 90 calendar days after Admission not to, inter alia, issue, allot, pledge, sell or grant any option over (other than pursuant to its existing employee share schemes) Ordinary Shares or enter into any similar contract or transaction in respect of the same, without the prior written consent of J.P. Morgan and Panmure Gordon, such consent not to be unreasonably withheld or delayed and subject to other customary terms and provisions.

The Selling Shareholders have agreed for a period beginning on the date of the Placing Agreement and ending 90 calendar days after Admission not to, inter alia, and save in respect of the Existing Placing Shares, offer, pledge, sell, contract to sell or grant any option over Ordinary Shares or enter into a swap or any similar contract or transaction in respect of the same, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares.

Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendices to this Announcement (which forms part of this Announcement). By choosing to participate in the Placing and by making a legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, indemnities, warranties and acknowledgements contained in the Appendices.

General Meeting

A notice convening the General Meeting, to be held at the offices of Covington & Burling LLP at 265 Strand, London WC2R 1BH on 18 May 2015, commencing at 10:00 a.m., will be set out at the end of the Circular to be sent to Shareholders today. At the General Meeting, the following Resolutions will be proposed for the purposes of implementing the proposed Placing:

· Resolution 1 will be proposed as an ordinary resolution to authorise the Directors to allot the New Placing Shares in connection with the Placing provided that such authority shall expire at the later of the conclusion of the next Annual General Meeting of the Company or 30 June 2015; and

· Resolution 2, which is subject to the passing of Resolution 1, will be proposed as a special resolution to dis-apply Shareholders' statutory pre-emption rights in relation to the issue of the New Placing Shares provided that such authority shall expire at the later of the conclusion of the next Annual General Meeting of the Company or 30 June 2015.

Expected timetable

APPENDIX I - DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

APPENDIX II - TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C) OTHER PERSONS TO WHOM IT CAN LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

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

This announcement does not constitute a prospectus, admission document or other offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. By participating in the Placing, each Placee acknowledges and agrees with each of the Joint Bookrunners, the Company and the Selling Shareholders that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing.

This Announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Panmure Gordon or J.P. Morgan or any of their respective directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.

Placees will be deemed to have read and understood this announcement in its entirety and to be participating, making an offer and acquiring and/or subscribing on the terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in this Appendix II. In particular, each such Placee represents, warrants and acknowledges that:

a) it is a Relevant Person (as defined above) and undertakes that it will acquire, subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

b) it is acquiring or subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, it has the authority to make and does make the acknowledgements, representations and agreements contained in this announcement and that, unless it (and any such account) is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the US Securities Act of 1933, as amended (the "Securities Act") it (and any such account) is outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act; and

c) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be subscribed for or 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of J.P. Morgan and Panmure Gordon has been given to each such proposed offer or resale.

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 unlawful.

This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States. 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 under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States.

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

Details of the Placing

Each of Panmure Gordon and J.P. Morgan has agreed to act on the terms and subject to the conditions set out in the Placing Agreement (i) as agent of the Company to use reasonable endeavours to procure persons to subscribe for the New Placing Shares at the Placing Price and (ii) as agent of the Selling Shareholders to use reasonable endeavours, subject to a number of conditions, to procure purchasers for the Existing Placing Shares at the Placing Price. Each of the Joint Bookrunners has entered into the Placing Agreement with the Company and the Selling Shareholders in respect of the Placing. The issue and sale of 18,421,052 Placing Shares has been underwritten by J.P. Morgan, and any Placing Shares acquired by Placees in excess of this number will not be underwritten. The underwriting obligation of J.P. Morgan which is owed to both the Company (in respect of the New Placing Shares) and the Selling Shareholders (in respect of 5,263,157 Existing Placing Shares which have been underwritten) is released to the extent that placing letters in respect of such shares have been received by noon on the day preceding Admission. The underwriting obligation shall be so reduced as between the Company on the one hand and the Selling Shareholders on the other by the same ratio that the underwritten New Placing Shares or the 5,263,157 Existing Placing Shares which have been underwritten (as the case may be) bear to the total number of underwritten shares. The Placing is not otherwise underwritten by the Joint Bookrunners.

A Placee's acceptance of this offer shall be irrevocable and its obligations in respect thereof shall not be capable of rescission or termination by it in any circumstance except fraud. All such obligations are entered into by a Placee with the Joint Bookrunners in their capacity as agent for the Company and the Selling Shareholders and are therefore directly enforceable by the Company and the Selling Shareholders.

Bookbuild

The Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

How to participate in the Bookbuild process

A Relevant Person who wishes to participate in the Bookbuild should communicate its bid by telephone to its usual sales contact at either of the Joint Bookrunners. If successful, an allocation will be confirmed orally following the close of the Bookbuild, and a conditional contract note will be dispatched as soon as possible thereafter.

Participation in, and principal terms of, the Placing

The Joint Bookrunners are acting as broker and agents of the Company in respect of the New Placing Shares and as agents of the Selling Shareholders in respect of the Existing Placing Shares.

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

The number of Placing Shares to be issued or sold will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild, but the maximum number of Placing Shares available in aggregate is 32,069,575. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

Each prospective Placee's Placing Participation will be determined by the Joint Bookrunners in their absolute discretion, following consultation with the Company, and confirmed orally and/or via written correspondence by the Joint Bookrunners as agent of the Company and the Selling Shareholders. That oral and/or written confirmation constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for or purchase the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Announcement and in accordance with the Company's articles of association.

The Bookbuild is expected to close no later than 3.00 p.m. London time today, 1 May 2015, but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed for or acquired by any Placee in the event of an oversubscription under the Placing. The Joint Bookrunners also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners as agents of the Company and the Selling Shareholders, to pay in cleared funds immediately on the settlement date in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for or acquire in connection with the Placing, conditional upon, amongst other things, the passing of the Resolutions by the Company's shareholders and Admission becoming effective.

Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be subscribed for or acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Timetable and Settlement".

Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating in the Placing upon the terms and conditions contained in this Announcement, and to be providing the representations, indemnities, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under the heading, "Conditions and further terms of the Placing" and to the Placing Agreement not being terminated on the basis referred to below. In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed and all funds delivered by a Placee to either of the Joint Bookrunners in respect of a Placee's Placing Participation will be returned to the relevant Placee at their own risk without interest.

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

To the fullest extent permissible by law, neither (i) the Joint Bookrunners, nor (ii) any of their respective directors, officers, employees or consultants, nor (iii) to the extent not contained in (i) or (ii), any person connected with the Joint Bookrunners as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions and further terms of the Placing

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

A Placee's obligations under these terms and conditions are conditional upon:

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

· Admission becoming effective by not later than 8.00 a.m. on 20 May 2015 (or such later date and time as may be agreed by the Company and the Joint Bookrunners, being no later than the Long Stop Date).

The Placing Agreement is subject to certain conditions, including the passing of the Resolutions by the Company's shareholders to be proposed at the General Meeting.

In addition, the Placing Agreement may be terminated by either of the Joint Bookrunners at any time prior to Admission if, among other things, the Company fails to comply with its obligations under the Placing Agreement, a warranty given by the Company in the Placing Agreement ceases to be true and accurate in any material respect or this Announcement becomes untrue or misleading in any material respect or if there is a material omission from the same. Further, each of the Joint Bookrunners has the right to terminate the Placing Agreement upon, inter alia, the occurrence of certain force majeure events or a material adverse change in the financial position or prospects of the Company or its Group prior to Admission.

The Company has agreed in the Placing Agreement for a period beginning on the date of the Placing Agreement and ending 90 calendar days after Admission not to, inter alia, issue, allot, pledge, sell or grant any option over (other than pursuant to its existing employee share schemes) Ordinary Shares or enter into any similar contract or transaction in respect of the same, without the prior written consent of J.P. Morgan and Panmure Gordon, such consent not to be unreasonably withheld or delayed and subject to other customary terms and provisions.

By agreeing to be bound by these terms and conditions, a Placee agrees that the waiver by the Joint Bookrunners of any condition of the Placing Agreement in respect of the Placing or the extension of time for the fulfilment of any such condition or the exercise or otherwise of the Joint Bookrunners' right to terminate their obligations under the Placing Agreement is within the absolute discretion of each of the Joint Bookrunners and that neither of the Joint Bookrunners nor the Company nor the Selling Shareholders will have any liability to any Placee whatsoever in connection with the exercise of any right to waive any conditions or the exercise of any other right or discretion thereunder. Any such extension or waiver will not affect a Placee's commitments as set out in these terms and conditions. The Joint Bookrunners shall not have any liability to any Placee in connection with any decision as to the exercise or otherwise of any right to terminate their obligations under the Placing Agreement.

No commissions will be payable to any Placee in connection with the Placing.

The Placing Shares will be credited as fully paid, subject to the articles of association of the Company and will rank pari passu in all respects with the Existing Ordinary Shares.

Timetable and Settlement

The General Meeting, at which the Resolutions to grant the Directors authority to allot the New Placing Shares on a non-pre-emptive basis will be proposed is scheduled for 10:00 a.m. on 18 May 2015.

Admission is expected to become effective at 8.00 a.m. on 20 May 2015.

Settlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the Joint Bookrunners' opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note (if affirmation is not sent electronically) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.

Panmure Gordon is acting as settlement bank in respect of the Placing. In no circumstances will interest be payable to a Placee on sums paid on account of settlement. Interest will be charged for payments not received by Panmure Gordon for value at the time set out below at four per cent. per annum above the base lending rate of the Bank of England from time to time.

Each Placee agrees that it will do all things necessary to ensure that its CREST account enables delivery and acceptance of the Placing Shares to be made to it on 20 May 2015 against payment of the amount due and in accordance with the CREST system. Settlement should be through Panmure Gordon against CREST ID: 83801.

Failure by a Placee to do so will lead to a claim for interest in accordance with the paragraph above if settlement in CREST is consequently delayed.

Panmure Gordon will enter a delivery versus payment instruction into the CREST system for matching. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the shares to such Placee against payment of the Placing Price for the relevant Placing Shares to be made through the CREST system on Admission.

For the avoidance of doubt, Placing allocations will be booked with a trade date of 18 May 2015 and settlement date of 20 May 2015, the date of Admission.

In the event of late CREST settlement, Panmure Gordon reserves the right to deliver a Placee's Placing Shares outside CREST in certificated form, provided that payment has been made in terms satisfactory to Panmure Gordon and all other conditions relating to the Placing have been satisfied.

Neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from the transfer of shares to a Placee or its agent(s).

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Joint Bookrunner on behalf of the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's 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 aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Confirmations, Representations and Warranties

This Announcement and all other documents issued by the Joint Bookrunners in connection with the Placing are issued by each of the Joint Bookrunners in its capacity as agent of the Company and the Selling Shareholders. Each of the Joint Bookrunners is acting solely for the Company and the Selling Shareholders in relation to the Placing and for no other person. A Placee is therefore not a client of either of the Joint Bookrunners in connection with the Placing and neither of the Joint Bookrunners is responsible to any Placee for providing the protections that are afforded to clients of the Joint Bookrunners, or for advising any Placee in relation to the transactions or arrangements described in this Announcement. The contents or receipt of this Announcement do not constitute the giving of investment advice by either of the Joint Bookrunners to any Placee.

If any prospective Placee is not able to give the confirmations, representations, indemnities, warranties, undertakings and acknowledgements contained in this Announcement then it should not act on the information contained herein. This Announcement has not been nor is it being issued by the Joint Bookrunners in their capacity as an authorised person nor has it been approved by an authorised person and it may not therefore be subject to the controls which would apply if it were made or approved as a financial promotion by an authorised person.

Placees are reminded that they are agreeing to accept their Placing Participation solely on the basis of information contained in this Announcement and other publicly available information.

The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State or other jurisdiction of the United States. Accordingly, the Placing Shares are being offered or sold only (i) outside the United States (as such term is defined in Regulation S under the Securities Act ("Regulation S")) in offshore transactions (within the meaning of Regulation S) and (ii) to persons reasonably believed to be QIBS that have signed a US investor letter in the form provided by the Company, Panmure Gordon and/or J.P. Morgan, pursuant to an exemption from the registration requirements of the Securities Act.

The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada, no document in relation to the Placing has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance or with any regulatory authority in South Africa in relation to the Placing. Accordingly, the Placing Shares may not, directly or indirectly, be offered, sold, re-sold or delivered in or into Canada, Australia, Japan or South Africa or offered or sold to a resident of Canada, Australia, Japan or South Africa and this Announcement may not be distributed in or into Canada, Australia, Japan or South Africa except in circumstances where the offer, sale or delivery within any province or territory of Canada is permitted under the securities laws of such province or territory without compliance with the prospectus or registration requirements of such laws.

By participating in the Placing and agreeing to be bound by these terms and conditions in this Announcement, each Placee (and any person acting on such Placee's behalf) represents, warrants and undertakes to each of the Selling Shareholders, the Company and each of the Joint Bookrunners (on its behalf and as agent for the Company and the Selling Shareholders) that:

a) it has read and understood this Announcement (including the Appendices) in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Appendix II and the relevant definitions in Appendix I;

b) it shall subscribe for or purchase (as the case may be) in full the Placing Shares comprising its Placing Participation and shall pay in full for the same a monetary amount equal to its Placing Participation Amount when due;

c) its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

d) the exercise by the Joint Bookrunners of any right of termination or any right of waiver exercisable by the Joint Bookrunners contained in the Placing Agreement or the exercise of any discretion under these terms and conditions shall be within the absolute discretion of each of the Joint Bookrunners, and neither of the Joint Bookrunners shall have any liability to a Placee whatsoever in connection with any decision to exercise or not exercise any such rights and that a Placee has no rights against the Joint Bookrunners under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;

e) in accepting its Placing Participation a Placee has not relied on any representation relating to the Placing, the Placing Shares or the Company other than information contained in this Announcement and/or other publicly available information and/or its own investigations of the Company and in particular, but without prejudice to the generality of the foregoing, it acknowledges that it is not relying on any representations, warranties or statements by either of the Joint Bookrunners;

f) the contents of this Announcement are exclusively the responsibility of the Company and neither of the Joint Bookrunners nor any of their respective directors, employees, officers, agents or advisers have nor shall have any liability for any information, representation or statement contained or referred to in this Announcement or contained or referred to in any other information previously published by the Company and will not be liable for its decision to participate in the Placing based on any information, representation or statement in this Announcement or other publicly available information, such information being all it deems necessary to make an investment decision in respect of the Placing Shares;

g) it has the relevant capacity and authority and has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for or purchase as the case may be the Placing Shares and to perform its subscription or purchase obligations;

h) it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents and authorities which may be required in connection with its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in either of the Joint Bookrunners or the Company or any of their directors, officers, agents, employees or advisers acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its Placing Participation;

i) if it is a resident in a member state of the European Economic Area, it is a "Qualified Investor" within the meaning of the law in the Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (including any relevant implementing measure in any member state) (the "Prospectus Directive");

j) it is one of the following types of person: (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended ("FPO"); (ii) a person who falls within Article 49(2)(a) to (d) of FPO; or (iii) any other person to whom this Announcement may lawfully be communicated;

k) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom, 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 Financial Services and Markets Act ("FSMA");

l) it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in a requirement for a publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

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

n) it is aware of, has complied with and will comply with its obligations in connection with the Criminal Justice Act 2003, section 118 of FSMA, the Proceeds of Crime Act 2002, the Money Laundering Regulations 2007 (the "Regulations"), the Terrorism Act 2000 and the Terrorism Act 2006 to the extent applicable to it;

o) it will not distribute this Announcement or any other document relating to the Placing and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make and do make the statements in these terms and conditions) for investment purposes only;

p) neither of the Joint Bookrunners owes any fiduciary duties to it in respect of any claim it may have relating to the Placing;

q) it shall have no claim against either of the Joint Bookrunners or the Company or the Selling Shareholders and it hereby irrevocably waives all such claims howsoever arising;

r) it agrees to indemnify and hold harmless each of the Company, the Selling Shareholders and each of the Joint Bookrunners and their respective affiliates from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it (or any person on whose behalf it is acting) of the representations, warranties, acknowledgements, agreements and undertakings in these terms and conditions and further agrees that the provisions of these terms and conditions shall survive after completion of the Placing;

s) it has not received a prospectus, admission document or other offering document in connection with the Placing and acknowledges that no prospectus, admission document or other offering document has been prepared in connection with the Placing;

t) if it is a pension fund or investment company, its subscription for or acquisition of any Placing Shares is in full compliance with applicable laws and regulations;

u) the issue or transfer of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;

v) it is either (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S) or (ii) a QIB that has been provided with and has executed and returned to the Company, Panmure Gordon and/or J.P. Morgan (or their affiliates) a US investor letter in the form provided by Panmure Gordon and/or J.P. Morgan;

w) it is aware that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any State or other jurisdiction of the United States and that the Placing Shares may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration;

x) it is not acquiring the Placing Shares with a view to any distribution or resale, directly or indirectly, in the United States;

y) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other materials concerning the Placing to any other persons within the United States, nor will it do any of the foregoing;

z) it is not a person who is resident in, or a citizen of Australia, Japan or South Africa (or an agent or nominee of such a person) or a national or resident of any other territory in which it is unlawful to make an offer to subscribe for the Placing Shares;

aa) the relevant clearances have not been and will not be obtained from the Securities Commission of any province or territory of Canada and that the Placing Shares have not been and will not be registered under the securities laws of Australia, Japan or South Africa and, therefore, the Placing Shares may not be, directly or indirectly, offered or sold in Canada, Australia, Japan or South Africa except in circumstances where the offer, sale or delivery within any province or territory of Canada is permitted under the securities laws of such province or territory without compliance with the prospectus or registration requirements of such laws;

bb) neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within Canada, Australia, Japan or South Africa or offer, sell, take up, renounce, transfer or deliver in favour of or to a resident of Canada, Australia, Japan or South Africa except in circumstances where any such action is permitted in, into or from any province or territory of Canada under the applicable securities laws of such province or territory of Canada without compliance with the prospectus or registration requirements of such laws and is carried out in accordance with any applicable resale requirements of such laws;

cc) to the extent that it is purchasing Placing Shares on behalf of a third party:

(i) it has carried out applicable procedures to verify the identity of such third party for the purposes of the Regulations;

(ii) it has complied fully with its obligations pursuant to the Regulations;

(iii) it will provide the Joint Bookrunners on demand with any information they might require for the purposes of verification under the Regulations; and

(iv) it is not accepting its Placing Participation on a non-discretionary basis other than as agent for persons who are acquiring securities in the ordinary course of their business.

Money laundering

It is also a term of these terms and conditions that, to ensure compliance with the FCA Rules, the Proceeds of Crime Act 2002 and the Regulations (as applicable) the Joint Bookrunners may, in their absolute discretion, require verification of a Placee's identity to the extent that it has not already provided the same. Pending the provision to the Joint Bookrunners of evidence of identity, definitive certificates in respect of the Placing Shares or the crediting of the relevant CREST accounts may be retained or delayed at the Joint Bookrunners' absolute discretion.

If within a reasonable time after a request for verification of identity, the relevant Joint Bookrunner has not received evidence satisfactory to it, a Joint Bookrunner may, in its absolute discretion, terminate a Placee's Placing Participation (but without prejudice to the Joint Bookrunners' rights or the Company's or the Selling Shareholders' rights to take proceedings to recover any loss suffered by any of them as a result of a failure to provide satisfactory evidence), in which event the monies payable on acceptance of the relevant Placing Shares will, if paid, be returned without interest to the account of the bank from which they were originally debited. No Placing Shares will be placed with a Placee if before Admission its acceptance of any Placing Shares is rejected pursuant to the Regulations. The Joint Bookrunners will not be liable to a Placee or any other person for any loss suffered or incurred as a result of the exercise of such discretion or as a result of any sale of shares comprised in a Placee's Placing Participation.

Law and jurisdiction

These terms and conditions and any non-contractual obligations connected with them are governed by English law.

All disputes arising under or in connection with these terms and conditions, or in connection with the negotiation, existence, legal validity, enforceability or termination of these terms and conditions, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with English law.

Placees irrevocably agree that the English courts are to have exclusive jurisdiction, and that no other court is to have jurisdiction to:

· determine any claim, dispute or difference arising under or in connection with these terms and conditions or in connection with the negotiation, existence, legal validity, enforceability or termination of these terms and conditions, whether the alleged liability shall arise under English law or under the law of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts ("Proceedings"); or

· grant interim remedies, or other provisional or protective relief.

Placees submit to the exclusive jurisdiction of such courts and accordingly any Proceedings may be brought against the Placees or any of them or any of their respective assets in such courts.

In considering this investment Placees should note that the Placing Shares are, or will be, traded on AIM, a market designed primarily for emerging or smaller companies to which a higher investment risk than that associated with larger or more established companies tends to be attached. The rules of AIM are less demanding than those applicable to companies listed on the Official List of the UK Listing Authority.

The Company and the Joint Bookrunners draw Placees' attention expressly to the fact that the value of shares can fluctuate in value in money terms, and accordingly that a Placee may not realise, on disposal by it of Placing Shares which it acquires or subscribes for, the full amount of its investment.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

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