LWB.L Regulatory News (LWB)

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

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any placing shares of Low & Bonar in any jurisdiction in which any such offer or solicitation would be unlawful.

Low & Bonar PLC

("Low & Bonar" or the "Company")

Acquisition and Placing

Low & Bonar, the international performance materials group with leading positions in niche industrial markets, is pleased to announce that it has agreed to acquire Texiplast, a Slovakian producer of high strength geosynthetic products serving the civil engineering market (the "Acquisition"), for a net cash payment of approximately €18.9m (£16.0m) on a debt-free basis. The Acquisition is expected to complete later today following the transfer of funds and provision of certain documents relating to the Acquisition, at which time the Company expects to make a further announcement.

In addition, Low & Bonar today announces the placing of 29,626,000 new Ordinary Shares of 5 pence each (the "Ordinary Shares") in the capital of Low & Bonar (the "Placing Shares") at a price of 69 pence per Placing Share (the "Placing Price") raising £20.4m (approximately £19.8m net of expenses) (the "Placing"). The Placing Price is at a discount of 2.5 per cent. to the closing middle market price per Ordinary Share on 5 September 2013, the latest date prior to this announcement (the "Announcement"). The Placing is being underwritten by Numis Securities Limited ("Numis").

Highlights

 Acquisition

· Texiplast, founded in 1938, is a manufacturer of soil reinforcement, separation, filtration and erosion control products.

· Under the terms of the Acquisition, Low & Bonar has agreed to acquire Texiplast for a net cash payment of approximately €18.9m (£16.0m), on a debt-free basis.

· For the year ended 31 December 2012, the Texiplast business generated revenues of €12.7m and EBITDA of €3.1m.

· The Acquisition is consistent with the stated strategy of the Low & Bonar group (the "Group"), as it:

- enables Low & Bonar to become a more integrated provider of solutions for civil engineering projects;

- provides opportunities for organic growth through organisational investment to leverage and expand Texiplast's product range and reach; and

- provides the Group with improved access to Texiplast's principal Central and Eastern European markets.

· The Acquisition and Placing are expected to be earnings neutral in the year to 30 November 2014 and accretive thereafter (1).

Placing

· The placing of new Ordinary Shares (representing approximately 9.99 per cent. of Low & Bonar's existing issued share capital) at a price of 69 pence per new Ordinary Share to raise gross proceeds of £20.4m (approximately £19.8m net of expenses).

· The proceeds of the Placing will fund the Acquisition and enable the Group to continue to pursue its growth ambitions.

· Certain of the directors of the Company have subscribed for in aggregate 212,102 Placing Shares.

· It is expected that admission of the Placing Shares to the Official List will become effective, and dealings in the Placing Shares will commence, on 11 September 2013.

Steve Good, Group Chief Executive, commented:

"Texiplast is an exciting "bolt-on" acquisition which is aligned to our strategy and highly complementary to our activities in the Civil Engineering sector. The Placing funds the Acquisition and provides flexibility to support further growth."

For further information, please contact:

6 September 2013

A copy of this announcement is available at www.lowandbonar.com. 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.

(1) This statement is not a profit forecast and should not be interpreted to mean that earnings per share for any future period would necessarily match or be greater than those in a preceding period.

Background to and reasons for the Acquisition

An important building block of Low & Bonar's overall strategy is to complement its organic growth initiatives with acquisitions which either accelerate the Group's exposure to global markets or give it access to new products or technologies which can be leveraged in existing markets. The acquisition of Texiplast, which will be a bolt-on addition to our Bonar division, is consistent with both of these strategic aims in the Civil Engineering sector, one of our key growth priorities. Texiplast is an attractive business, which provides high-strength geosynthetic products for demanding applications, particularly in soil reinforcement, with a strong market position in Central and Eastern Europe.

Texiplast's product range will be complementary to and extend the technical capabilities of Bonar's existing product range from a low-cost manufacturing location. Post-Acquisition, we plan to invest in both sales and technical capabilities to extend the reach and range of Texiplast's products. The Acquisition strengthens the Group's presence in Central and Eastern European markets and we see further benefits through synergies with and leverage through our existing Bonar operations and sales channels. In particular, the Acquisition supports our strategy of becoming a more integrated solution provider in the growing Civil Engineering sector.

The Acquisition and Placing are expected to be earnings neutral in the year to 30 November 2014 and accretive thereafter (1).

Information on Texiplast

Texiplast, founded in 1938, is a manufacturer of high-strength geosynthetic products for civil infrastructure projects, using knitting, weaving and impregnation technologies. Key applications include soil reinforcement and stabilisation, erosion control and separation and filtration. It has one manufacturing plant in Ivanka pri Nitre, near Bratislava, Slovakia, where it employs c. 80 people on a full-time basis, with spare capacity to support future growth.

Texiplast operates predominantly in Eastern European markets, and primarily through non-exclusive distribution. Its product range is mostly composed of technical products which require design support to sell as solutions in projects.

For the financial year ended 31 December 2012, the Texiplast business generated revenues of €12.7m and generated EBITDA of €3.1m. Its gross assets as at 30 June 2013 were €11.6m.

Principal terms of the Acquisition

Under the terms of the Acquisition, Low & Bonar Technical Textiles Holding BV ("TTH"), a subsidiary of Low & Bonar, has agreed to acquire Texiplast (and certain associated intellectual property rights), for an aggregate net cash payment to complete the Acquisition (on a debt-free basis) of approximately €18.9m (£16.0m), from Kordarna Plus, a Czech technical textile manufacturer. The total payment includes a sum of approximately €3.3m which will repay Texiplast's existing debt at completion of the Acquisition. Low & Bonar PLC is guaranteeing the obligations of TTH under the Acquisition documents. Certain of Kordarna Plus' shareholders will guarantee certain of Kordarna Plus' obligations to TTH.

The Acquisition is expected to complete later today, following confirmation to the escrow agent for the parties to the Acquisition that all relevant documents relating to the Acquisition have been delivered and after the release of funds to Kordarna Plus and to repay Texiplast's existing debt. A further announcement will be made once the Acquisition has completed.

Details of the Placing

The Company has entered into a Placing Agreement with Numis, under which, subject to the terms and conditions set out therein, Numis (as agent for the Company) has agreed to use all reasonable endeavours to procure subscribers for the Placing Shares. The Placing is being underwritten by Numis.

The Placing Price is at a discount of 2.5 per cent. to the closing middle market price per Ordinary Share on 5 September 2013, the latest date prior to this Announcement. The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including all rights to all dividends and other distributions declared, made or paid following Admission, other than in respect of the interim dividend which will be paid on 26 September 2013 to shareholders on the register on 30 August 2013.

The Placing Agreement contains warranties from the Company in favour of Numis in relation to (amongst other things), the Company and its business. In addition, the Company has agreed to indemnify Numis in relation to certain liabilities it may incur in undertaking the Placing. Numis has the right to terminate the Placing Agreement in certain circumstances prior to Admission. In particular, Numis may terminate the agreement in the event that any of the warranties given by the Company in the Placing Agreement are or become untrue, inaccurate or misleading in any material respect, in the case of a material adverse change in the Group and/or in the case of force majeure. The Placing is conditional upon, inter alia, Admission occurring. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms and on the Acquisition being completed.

Application will be made for the Placing Shares to be admitted to the premium segment of the Official List of the UKLA and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will take place at 8.00a.m. (London time) on 11 September 2013 (or such later time and/or date as may be agreed between the Company and Numis).

Current trading

On 4 July 2013, Low & Bonar released its half-year results for the six months ended 31 May 2013.

As previously reported, an extended period of abnormal weather across Europe in the first half of the year, which adversely affected the Group's sales in its construction related sectors, Civil Engineering and Building Products, temporarily interrupted the Group's progress and led to lower profits.

Group sales improved in the third quarter and on a constant currency basis were 5% higher than the corresponding period last year. The momentum in our Civil Engineering and Building Products sectors since the middle of April, which we referred to in our half year report, continued for the majority of the third quarter. Sales in our Flooring, Industrial, Transport and Leisure sectors continued to perform well.

With the improvement in sales and the benefit of more favourable exchange rates, the Board remains confident that the second half profits will be well ahead of last year. The Group has made significant investments in building organisational capability and extending capacity over the last two years which is expected to drive further progress.

IMPORTANT NOTICES FOR PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. ALL OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU (THE "2010 PD AMENDING DIRECTIVE"), TO THE EXTENT IMPLEMENTED, AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")) (THE "PROSPECTUS DIRECTIVE") FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER STATE WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT MEMBER STATE") UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE PUBLICATION BY THE COMPANY OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS 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. ANY INVESTMENT, CONTROLLED INVESTMENT, INVESTMENT ACTIVITY OR CONTROLLED 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.

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND 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, NUMIS OR ANY OF THEIR RESPECTIVE AFFILIATES 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 NUMIS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. IN PARTICULAR, 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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipates", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority, the London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

 This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any Placing Shares in any jurisdiction in which any such offer or solicitation would be unlawful.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.

The Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Placing Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Australia, Canada, Japan or New Zealand and, subject to certain exceptions, may not be offered, sold, delivered or transferred, directly or indirectly, within those jurisdictions.

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.

Unless the context otherwise requires, terms defined in the Announcement shall have the same meaning in this Appendix.

By participating in the Placing, Placees 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 in this Appendix 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, inter alia, 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; and

2 in the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor; 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 Numis has been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA 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 and agreements contained in this Announcement; and

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

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") in relation to the Placing 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 listing rules of the FCA (the "Listing 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 it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Numis or the Company other than the Publicly Available Information and none of Numis, the Company nor any 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

Numis has entered into the Placing Agreement with the Company, pursuant to which it has undertaken, on the terms and subject to the conditions set out in the Placing Agreement, to use all reasonable endeavours to procure Placees for the Placing Shares, or failing which, itself to subscribe for such Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), 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,other than in respect of the interim dividend which will be paid on 26 September 2013 to shareholders on the register on 30 August 2013.

As part of the Placing, the Company has agreed that it will not, amongst other things, issue or sell any Ordinary Shares for a period of 90 calendar days after Admission without the prior written consent of Numis (acting in good faith). This agreement is subject to certain customary exceptions and does not prevent the Company from granting options under, and allotting and issuing ordinary shares pursuant to options granted under, the Company's existing share option or incentive schemes in accordance with normal practice, or the grant of options to employees in the ordinary course of business.

The issue of the Placing Shares is to be effected by way of a cashbox placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Placees in consideration for Numis transferring its holdings of redeemable preference shares and ordinary subscriber shares in Mercury Funding Limited to the Company. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, at the conclusion of the Placing, the Company will own all of the issued ordinary shares and redeemable preference shares of Mercury Funding Limited, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing.

Each Placee will be required to pay to Numis the Placing Price as the subscription sum for each New Ordinary Share agreed to be subscribed by it under the Placing in accordance with the terms set out in this Appendix. Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to Numis. Each Placee will be deemed to have read this Announcement in its entirety.

To the fullest extent permitted by law and applicable FCA rules, neither Numis nor any other person being (i) an undertaking which is a subsidiary undertaking of Numis, (ii) a parent undertaking of Numis or (other than Numis) a subsidiary undertaking of any such parent undertaking, or (iii) a director, officer, agent or employee of any such person ("Numis Person") will have any liability to Placees or to any person other than the Company in respect of the Placing.

Application for admission to listing and trading

Application will be made to the FCA for admission of the Placing Shares to listing on the premium segment of the Official List of the UKLA and to the London Stock Exchange plc for admission of the Placing Shares to trading on the London Stock Exchange plc's main market for listed securities (together "Admission").

It is expected that Admission will take place on or before 8.00 a.m. (London time) on 11 September 2013 and that dealings in the Placing Shares on the London Stock Exchange plc's main market for listed securities will commence at the same time.

Principal terms of the Placing

1 Numis is arranging the Placing as placing agent of the Company for the purpose of procuring Placees at the Placing Price for the Placing Shares.

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

3 The placing price will be a fixed price of 69 pence per Placing Share (the "Placing Price").

4 Each Placee's allocation will be confirmed by Numis orally (after consultation with the Company). Numis's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of Numis 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 the Company's articles of association.

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

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

7 Except as required by law or regulation, no press release or other announcement will be made by Numis 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.

8 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'.

9 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'.

10 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.

11 To the fullest extent permissible by law, Numis nor any of its affiliates nor any of its or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, Numis nor any of its affiliates nor any of its or their agents, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Numis's conduct of the Placing.

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

Settlement of transactions in the Placing Shares (ISIN: GB0005363014) following Admission will take place within the CREST system. Settlement through CREST will be on a T+3 basis unless otherwise notified by Numis and is expected to occur on 11 September 2013 (the "Settlement Date"). Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Numis may agree that the Placing Shares should be issued in certificated form. Numis 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 LIBOR as determined by Numis.

If Placees do not comply with their obligations, Numis may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price of each share sold plus any interest due. Placees will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

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 UK 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 Numis under the Placing Agreement are, and the Placing is, conditional, among other things, on:

(a) the Company having complied with its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission) in all respects which are material in the context of the Placing and/or Admission;

(b) each of the warranties, contained in the Placing Agreement not being untrue, inaccurate or misleading in any respect which is material in the context of the Placing and/or Admission when made, nor becoming untrue, inaccurate or misleading in any respect which is material in the context of the Placing and/or Admission by reference to the facts and circumstances existing at the time;

(c) in the good faith opinion of Numis, (after consulting with the Company to the extent practicable) there not having occurred a material adverse change (whether or not foreseeable at the date of the Placing Agreement) in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise) or the earnings or business affairs or business prospects of the Company's group, whether or not arising in the ordinary course of business;

(d) the Company allotting the Placing Shares, prior to and conditional only on Admission, in accordance with the Placing Agreement;

(e) the Acquisition Agreement (as defined in the Placing Agreement) remaining in full force and effect and having become unconditional in all respects and not being terminated, varied (save for any variations which are permitted under the Placing Agreement) or rescinded prior to Admission and there being no breach by any party of any of the terms of the Acquisition Agreement (save for any breaches which have been waived by the Company in accordance with the terms of the Placing Agreement) and Completion (as defined in the Acquisition Agreement) having occurred; and

(f) Admission taking place not later than 8.00 a.m. (London time) on 11 September 2013 (or such later time and/or date as the Company and Numis may agree),

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

Numis is entitled at its absolute discretion and upon such terms as it thinks appropriate, to waive fulfilment of all or any of the conditions in the Placing Agreement and to the extent permitted by law or regulation, save that the conditions relating to the Acquisition Agreement (referred to at (e) above)and Admission (referred to at (f) above) may not be waived. Numis and the Company may agree in writing to extend the time and/or date by which any of the conditions are required to be fulfilled to 3.00 p.m. on 21 September 2013. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived to the extent permitted by law or regulations in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Numis may agree), or the Placing Agreement is terminated in accordance with its terms (as to which, see the "Termination of the Placing" section below), the Placing will lapse and the Placees' rights and obligations shall cease and determine 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.

Neither Numis nor any of its respective affiliates nor any of its or their respective affiliates' agents, directors, officers or employees, respectively, 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 Numis and the Company.

Termination of the Placing

Numis may in its absolute discretion terminate the Placing Agreement at any time before Admission in certain circumstances, including (among others) in the event of:

(a) any of the warranties included in the Placing Agreement, or any statement made in any of the marketing documents being untrue, inaccurate or misleading in any respect which is material in the context of the Placing and/or Admission, or containing any omission making it misleading in any respect which is material in the context of the Placing and/or Admission when made, or becoming untrue, inaccurate or misleading in any respect which is material in the context of the Placing and/or Admission by reference to the facts and circumstances existing at that time; and

(b) the occurrence, in the good faith opinion of Numis (after consulting with the Company to the extent reasonably practicable), of any material adverse change, whether or not foreseeable at the date of the Placing Agreement, or any development reasonably likely to involve a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise) or the earnings or business affairs or business prospects of the Group, whether or not arising in the ordinary course of business;

(c) the occurrence of a force majeure event (as set out in the Placing Agreement); or

(d) save in respect of certain matters not prohibited under the Placing Agreement, any of the parties to the Acquisition Agreement not having complied with its obligations under the Acquisition Agreement in any material respect or any of the warranties or representations given by any party under the Acquisition Agreement being untrue, inaccurate or misleading in any material respect when made or becoming untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances existing from time to time, but, in any event, prior to Admission or any right arising on the part of the Company to terminate the Acquisition Agreement.

Notice of termination shall be communicated by Numis as soon as practicable to any director of the Company by fax or email or otherwise and announced to a Regulatory Information Service.

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 may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and Numis that the exercise by the Company or Numis 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 Numis (as the case may be) and that neither the Company nor Numis need make any reference to such Placee and that none of the Company, Numis, its respective affiliates or their or their respective affiliates' agents, directors, officers or employees, respectively, 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 "Conditions of the Placing" above and will not be capable of rescission or termination by it after oral confirmation by Numis.

Representations, warranties, undertakings and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, undertakes, acknowledges to and agrees with (for itself and for any such Placee) the Company and Numis, as appropriate, in each case as a fundamental term of the Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to the Placee or at the Placee's direction, that:

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 in this Appendix 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 has been or will be prepared in connection with the Placing;

3 the Company's ordinary shares are listed on the premium segment of the Official List, and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, 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 neither Numis nor the Company nor any of their respective affiliates, or their or their respective affiliates' agents, directors, officers or employees, respectively, 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 any other Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares; nor has it requested Numis, the Company, any of their affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5 neither Numis nor any person acting on behalf of them nor any of their respective affiliates, or their or their respective affiliates, agents, directors, officers or employees, respectively, has or shall have any liability for this Announcement or any other 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 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 Numis nor any persons acting on their behalf are responsible for or have or shall have any liability for any information or representation, warranty or statement relating to the Company contained in this Announcement or any other 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, any other Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

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

8 the Placing Shares are being offered and sold on behalf of the Company in offshore transactions (as defined in Regulation S under the Securities Act). It and the prospective 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;

 9 (i) the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement, 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, (ii) Numis and the Company (or any of their respective affiliates) have not made any representation 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, (iii) 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 (iv) it has not relied on any investigation that Numis or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Shares;

10 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, nor 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. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, South Africa, Japan or New Zealand 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, South Africa, Japan or New Zealand or in any country or jurisdiction where any action for that purpose is required;

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) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

12 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 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;

13 none of Numis, its respective 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 Numis and that Numis has no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

14 it will make payment to Numis (as Numis may direct) 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 Numis 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 and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

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

16 no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis 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;

17 the person who it specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. Numis and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. It agrees to acquire Placing Shares pursuant to the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of Numis who will hold them as nominee directly or indirectly on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

18 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;

19 it, and any person acting on its behalf, falls within Article 19(5) and/or 49(2) of the Order, as amended, 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;

20 it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85 (1) of FSMA;

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

22 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 FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

23 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 FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom);

24 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 Numis has been given to the offer or resale;

25 it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state of the EEA;

26 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;

27 neither Numis, the Company nor any of their respective affiliates, or their or their respective affiliates' agents, directors, officers or employees, respectively, nor any person acting on behalf of such persons is making any recommendation to it, advising it regarding the suitability of any transaction it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representation, warranty, acknowledgement, agreement, undertaking or indemnity contained in the Placing Agreement nor the exercise or performance of any of Numis's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

28 Numis may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Numis will not make any public disclosure in relation to such transactions;

29 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;

30 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 Numis's conduct of the Placing;

31 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring 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;

32 the Company, Numis and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Numis on its own behalf and on behalf of the Company and which are irrevocable;

33 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;

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

35 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 Numis;

36 the Placing Shares will be issued subject to the terms and conditions set out in this Appendix; and

37 this Appendix and all documents into which this Appendix is incorporated by reference, or otherwise validly forms a part, will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to the Placing will be governed by English law and the English courts shall have exclusive jurisdiction in relation thereto except that proceedings may be taken by the Company or Numis 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, Numis and each of their respective affiliates and each of their and their respective affiliates' agents directors, officers and employees, respectively, 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 in this Appendix and further agrees that the provisions of this Appendix shall survive after 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 UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly 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 were any such arrangements, or the settlement related to other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis would be responsible. If this is the case, it would be sensible for Placees to take their own advice and they should notify Numis 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 UK 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-UK 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 Numis in the event that either the Company and/or Numis have incurred any such liability to such taxes or duties.

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

Numis 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 will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing or other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that Numis 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 Numis 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 Numis, any money held in an account with Numis 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 which, therefore, will not require Numis to segregate such money, as that money will be held by it under a banking relationship and not as trustee.

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.

All times and dates in this Announcement may be subject to amendment. Numis will notify Placees and any persons acting on behalf of the Placees of any changes.

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.