MJH.L Regulatory News (MJH)

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") AS THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

10 August 2022

MJ Hudson Group plc

(the "Company", "Group" or "MJ Hudson")

Proposed Fundraising to raise a minimum of £8 million through an accelerated bookbuild Placing

And

Retail Offer to raise up to an additional £1.5 million

MJ Hudson Group plc (AIM:MJH), the specialist service provider to the asset management industry, is pleased to announce the launch of a conditional Placing to raise a minimum of £8 million (before expenses).

The Placing is being undertaken by way of an accelerated bookbuilding process via a conditional placing of New Ordinary Shares at the Issue Price to new and existing institutional investors.

Furthermore, the Company is seeking to raise up to an additional £1.5 million via the Retail Offer in order to provide retail investors (both existing and new), who may not have taken part in the Placing, with an opportunity to participate. The Company reserves the right to scale back any order at its discretion. Preference is likely to be given to existing Shareholders.

The net proceeds of the Placing and Retail Offer (the "Fundraising") will be used, inter alia, to invest in and support the development of the Company's fast growing ESG division and pay deferred consideration to high-performing acquisitions, including the out-performing Irish acquisition which has required higher levels of regulatory capital to be held in cash in the Company's bank accounts.

Cenkos Securities plc is acting as bookrunner in relation to the Placing.

Key Highlights

Following the strong growth in a number of the areas of the business in the last 12 months, the Company is seeking to raise minimum of £8 million (before expenses) in order to accelerate its growth strategy and leverage the significant market opportunity, primarily focussed on:

· investing in and expanding the Company's fast growing ESG business

· improving the Company's net debt position and strengthening its ability to capitalise on future acquisition opportunities

· satisfying earn out consideration due in respect of high performing historical acquisitions, including its Irish Super Manco, Bridge Consulting Limited ("Bridge Group") which required higher levels of regulatory capital to be held in cash in the Company's bank accounts.

Transaction highlights

· The Company is conducting a conditional Placing to raise a minimum of £8 million through the issue of a minimum of 26,666,667 Placing Shares at the Issue Price of 30p per share.

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

· As part of the Fundraising, the Company proposes to raise up to £1.5 million via the Retail Offer, which is expected to remain open until 10 August 2022.

· The CEO, certain senior management and certain pre-IPO investors have indicated their intention to subscribe for or purchase, in aggregate, Ordinary Shares representing approximately £1.9 million to £2 million at the Issue Price.

· Completion of the Fundraising is conditional, inter alia, upon approval of the Resolutions by Shareholders at the General Meeting to be held on 31 August 2022.

· The Issue Price represents a discount of approximately 4 per cent. to the closing mid-market price on 9 August 2022, being the latest practicable date before this Announcement.

· Cenkos reserves the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand.

Geoff Miller, Chairman of MJ Hudson Group plc, said:

"MJ Hudson has experienced a period of significant financial and operational progress, and we are delighted with the positive response we have now received, from both new and existing investors, for our plans to accelerate growth in our ESG business and to support the wider Group.

"To have conditionally secured this funding against the backdrop of the current market for equities is a comment on the significant success achieved to date, and the scope of the opportunity we see ahead of us in the Alternative Investment markets. Underpinning this, our reputation as a market leading provider of full-service solutions continues to grow with fund managers and institutions across the major asset management and funds hubs of the US and Europe. This has all been facilitated by the investment and acquisitions we have made, and the successful delivery of our IPO strategy. We look forward to updating all investors on our progress in the full year results in the coming months."

For further information, please contact:

About MJ Hudson

MJ Hudson (AIM:MJH) is the end-to-end solutions provider to the US$100 trillion+ asset management industry, specialising in its fastest growing segment, private markets (including private equity and venture capital). 

The Company offers investors access to the growth in private markets as a tech-enabled 'picks and shovels' play. 

Founded in 2010, by CEO Matthew Hudson (a private markets lawyer and former fund manager), MJ Hudson was admitted to the AIM market of the London Stock Exchange in 2019. The Group has grown to more than 300 professionals, serving more than 1,000 clients, across the globe, including some of the industry's largest players and 18 of the FTSE 100.

Several factors have contributed to the Group's success, to date, and support strong growth expectations, for the future: 

1. As private markets grow, so do scrutiny and regulation, increasing the need for the Group's specialist advice and services, particularly in areas like ESG, where it has award-winning solutions

2. As it evolves, the sector is increasingly embracing technology, data, and analytics, where MJ Hudson has award-winning tools and in which it continues to invest

3. The Group's multi-service approach creates multiple client touchpoints, building stronger, longer-term relationships, and making it easier to sell in additional MJ Hudson services

4. Performing these services generates vast amounts of data, which MJ Hudson aggregates and analyses, in order to further support its clients, by developing new tools and fine-tuning existing services

For more information, please visit our website: www.mjhudson.com/investors 

LinkedIn: www.linkedin.com/company/mj-hudson/ Twitter: www.twitter.com/MJHudsonCorp

Expected Timetable of Principal Events

Notes: each of the times and dates refer to London, UK, time and are subject to change by the Company, in which case details of the new times and dates will be notified to the London Stock Exchange plc and the Company will, if appropriate, make an announcement through a Regulatory Information Service.

Background to and reasons for the Fundraising

Business overview

MJ Hudson is a solutions provider to the asset management industry, specialising in the fast-growing private markets segment, including private equity and venture capital. The Company was admitted to AIM in December 2019 ("IPO"), raising £29.3 million of new money for the Company (before expenses) and the Company used the proceeds of the IPO to: (i) support its growth plans; (ii) develop and enhance its Outsourcing, Advisory and Data & Analytics divisions; (iii) carry out further acquisitions; and (iv) expand within its key Alternative Investment markets. Since the IPO, the Company has made substantial progress on its strategy and has invested across the business with a view to establishing itself as the leading outsourced services and analytics provider for fund managers. Through a combination of organic and acquisitive growth, the Company now services more than 1,000 clients comprising fund managers, institutional investors and corporates across 36 jurisdictions. The Group has 8 offices with over 345 employees and team members and since the IPO, has grown its adjusted EBITDA from £2.7 million for the financial year ended 30 June 2019 to an expected, not less than £8.3 million for the financial year ended 30 June 2022 (unaudited).

MJ Hudson's business is organised into three divisions; Advisory, Outsourcing and Data & Analytics, which share a common client base in the Alternatives sector. The Directors believe that the interplay between these three divisions enables MJ Hudson to provide an end-to-end service offering to clients, from initial advice relating to fund creation and structuring, outsourcing services to assist fund managers with their day-to-day operations and analytics services which assist fund managers with their reporting, risk profiling, fund performance and ESG metrics. Since the IPO, the Company transitioned a growing proportion of its total revenues into higher margin Data and Analytics activity. Based on underlying revenues for the 11-month period to May 2022, the Data and Analytics segment is now the second largest contributor by division, totalling 31% of total Group underlying revenue. The Advisory division now contributes approximately 27% of Group underlying revenue compared to 65% at the time of the IPO, evidencing the Group's shift into more data-driven technology enabled business.

M&A progress and accelerated investment in regulatory capital 

As detailed at the time of its IPO, one aspect of the Company's strategy is to acquire businesses which are growth orientated, experiencing ongoing regulatory change, have a high-quality client portfolio and possess proprietary data and/or intellectual property. The Group regularly assesses the market for such opportunities and, having explored 40 potential targets since calendar year 2018, has completed eight acquisitions which met the requirements of the Company's growth strategy and due diligence criteria. The Company has typically structured these with some form of earn-out consideration to incentivise management teams retained within the Group. These acquisitions and the investments have been financed using the proceeds of the IPO and a £27.5 million debt facility from Santander.

One acquisition in particular, Bridge Group has grown faster than that anticipated at the time it was acquired by the Group.

Bridge Group is a Dublin based provider of specialist support services to the funds sector, offering regulatory compliance, domiciliation and risk services and third-party management services to both UCITS and alternative investment fund platforms (AIFM and UCITs management services commonly referred to as a "Super ManCo"). Since September 2020, being Bridge's last financial year-end prior to acquisition, to April 2022, Bridge Group has grown its assets under management ("AuM") from €6 billion to over €70 billion. Furthermore, it has grown its revenues from €4.0 million (unaudited) in the 12 months to September 2020 to €8.0 million (unaudited) in the 12 months to May 2022, significantly surpassing the Directors' estimates at the time of the acquisition. In support of this and under the terms of Bridge Group´s regulatory licence, the Group has had to accelerate its investment in Bridge Group´s regulatory capital in the amount of €6.1 million compared with the original business plan. As a result, Bridge Group has reached the maximum regulatory capital threshold of €10 million ahead of plan and will therefore not be required to add to its regulatory capital as it attracts further clients and adds incremental AuM.

Current trading

On 11 July 2022, the Company announced that it had traded strongly during FY2022, supported by new client wins in Data & Analytics, continued strength in Outsourcing and a return to growth in its Advisory divisions. This trading update further raised EBITDA expectations for the Group.

Use of proceeds

The Company is seeking to raise a minimum of £8 million (before expenses) through the Placing and up to an additional £1.5 million through the Retail Offer, conditional upon the passing of the Resolutions at the General Meeting. The principal use of proceeds is threefold. First, the Group will invest in and expand its fast-growing ESG business. Secondly, the Group will pay deferred consideration due in respect of high performing historical acquisitions, including Bridge Group. The remaining balance of the net proceeds will improve the Company's net debt position and strengthen its ability to capitalise on future acquisition opportunities.

ESG investment and expansion

Having tripled its ESG-related revenues to £4.5 million since Spring Associates Reporting Service was acquired by the Group in July 2019, ESG is a strong driver of MJ Hudson's future growth prospects. Demand for the Group's ESG services and advice is driven by a cultural shift as well as ongoing regulatory change are driving the high growth in the market for ESG services and advice. MJ Hudson possesses a wide range of services to support clients throughout their development in ESG and sustainability. These include ESG compliance, bespoke ESG policy and framework development, ESG reporting and monitoring, ESG portfolio diligence, investor reporting carbon footprint modelling and ESG training. In late 2021, the Company launched the first iteration of its award-winning digital SaaS platform, ESGAdvantage. The Group wishes to invest further within its established ESG business to enhance and expand its range of services and territories. Through further investment the Group seeks to enhance the functionality, efficiency and customisation provided by its ESGAdvantage platform, whilst offering more ESG services to the Group's existing and new clients.

The required investment of £3.5m will be used to: (i) upgrade the existing ESG Advantage platform; (ii) fund potential bolt on acquisitions in the ESG sector; and (iii) provide additional resources to help scale the ESG business faster in Europe and North America.

Deferred consideration

The Company's Irish Super ManCo (Bridge Group) has significantly outperformed growth expectations at the time of the original deal. This growth increased the Group's regulatory capital requirement to the maximum amount of €10 million, with those funds required to be ring-fenced by the Group. The accelerated investment required to fund that regulatory capital has thus placed additional cash restrictions on the Group such that it needs to fund the earn-out consideration payable from part of the net proceeds of the Fundraising. The Company will pay €4.3 million to the vendors of Bridge Group, leaving a balance of up to €1.8 million due to be paid based on future performance.

The Company will also pay earn-out consideration during 2022 of €0.5million and $0.5 million to the vendors of Spring Associates and Meyler Capital where the earnout is based on revenue, respectively. Spring has reached the maximum level of pay-out due to strong performance.

Other uses

The balance of any net proceeds of the Fundraising will improve the Company's net debt position and strengthen its ability to capitalise on future acquisition opportunities.

Details of the Fundraising

The Company is seeking to raise a minimum of £8 million pursuant to the Placing and up to an additional £1.5 million through the Retail Offer.

Placing

The Placing is expected to raise a minimum of £8 million through the placing of a minimum of 26,666,667 Placing Shares via an accelerated bookbuild in accordance with the terms and conditions set out in the Appendix to this Announcement. The timing of the closing of the bookbuild and the final number and allocation of Placing Shares will be determined at the discretion of the Company and Cenkos. Cenkos reserves the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand. The Placing is not underwritten. A further announcement will be made following closing of the accelerated bookbuild, confirming the final details.

The Placing is conditional, inter alia, on:

-the Placing Agreement not having been terminated in accordance with its terms prior to Admission of the Placing Shares to trading on AIM;

-the Resolutions being passed which will provide shareholder authority for the issue by the Company of the Placing Shares for cash on a non-pre-emptive basis; and

-Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 1 September 2022 or such later time and/or date as the Company and Cenkos may agree (being no later than 8.00 a.m. on 22 September 2022).

The Placing Agreement contains customary warranties given by the Company to Cenkos as to matters in relation to, inter alia, the accuracy of information in the Circular and other matters relating to the Group and its business. In addition, the Company has provided customary indemnities to Cenkos in respect of liabilities arising out of or in connection with the Placing.

Cenkos is entitled to terminate the Placing Agreement in certain circumstances prior to Admission including where: (i) any of the warranties are found not to be true or accurate or were misleading in any respect; (ii) the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement; (iii) the occurrence of certain force majeure events; or (iv) a material adverse change affecting the condition, the earnings or business affairs of the Group as a whole.

Retail Offer

PrimaryBid intends to conduct an offer of the Retail Offer Shares on behalf of the Company on the terms set out in a separate announcement to be made by PrimaryBid shortly.

The Retail Offer allows retail investors to participate in the Fundraising by subscribing via PrimaryBid.com. The Company is seeking to raise up to £1.5 million (before expenses) through the issue of up to 5,000,000 Retail Offer Shares.

The Retail Offer remains conditional on the Placing being or becoming wholly unconditional and will not be completed without the Placing being completed and on the Resolution being passed at the General Meeting.

The New Ordinary Shares issued pursuant to the Retail Offer will be free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu, in all respects with the existing Shares including the right to receive dividends and other distributions declared following Admission.

The Retail Offer is not underwritten. The Retail Offer is expected to close on 10 August 2022 although may close early if it is oversubscribed.

The Retail Offer will be made in accordance with an available exemption against the requirement to produce an FCA approved prospectus or a prospectus under the Prospectus Rule and in accordance with the prospectus requirements of the Companies Law and Article 5 of the Companies (General Provisions) (Jersey) Order 2002. Law.

Investors should make their own investigations into the merits of an investment in the Company.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com platform before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer if they are in any doubt.

A further announcement will be made once the Retail Offer is closed confirming the final amount subscribed by investors.

Director / PDMR participation

Matthew Hudson, Chief Executive Officer, is expected to subscribe for between 2,650,000 and 2,935,000 Placing Shares (depending on other demand and subject to any required scale back of Placing Share allocations upon closing of the accelerated bookbuild process). Od Lahav, Chief Operating Officer, is expected to subscribe for 25,000 Placing Shares, subject to any required scale back. Furthermore, Andrew Walsh, a PDMR, is expected to subscribe 40,000 Placing Shares, subject to any required scale back. A further announcement will be made in due course confirming their participation.

LTIP

Conditional upon completion of the Fundraising and Admission, the Company intends to put forward proposals at the AGM to amend the terms of the existing LTIP that is due to crystalise on 12 December 2022, covering both the element payable on achieving adjusted EBITDA targets and the element payable for exceeding a target total shareholder return ("TSR"). Based on the increase in adjusted EBITDA since IPO, it is expected that at 12 December 2022, following the audit of the Company's annual results to 30 June 2022, up to £10m will become due to the holders of the B shares under the LTIP, which, under the terms of the LTIP, can be satisfied in cash or shares.

The following amendments will be proposed at the AGM:

EBITDA element of the LTIP

70% of the value will be crystalised and to be paid out shortly following 12 December 2022. It is also proposed to introduce a share price floor, such that the price for any of these shares will be the higher of 30p (the Issue Price of the Fundraising) or the volume weighted average of the mid-market price for the five days prior to 12 December 2022.

The remaining 30% of the value of the LTIP will become due on 12 December 2023 and this will be paid as described above. The same share price floor shall apply, such that the price for any shares will be at the higher of 30p or the volume weighted average of the mid-market price for the five days prior to 12 December 2023.

TSR element of the LTIP

The TSR element of the LTIP is expected to be extended by one year to 12 December 2023. The hurdle will remain in place as set out in the terms of the current LTIP but the test date will be extended by one year to 12 December 2023.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 IMPORTANT NOTICE FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION (THE "RESTRICTED JURISDICTIONS") UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1993 (AS AMENDED) ("SECURITIES ACT") OR, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF AMERICA. THE PLACING SHARES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF PLACING SHARES IS BEING MADE IN THE UNITED STATES OF AMERICA.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") OR IN THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129 ("EU PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES, (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO") OR (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON") AND IN ANY EVENT THE NUMBER OF PERSONS WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING DOES NOT EXCEED 50 IN JERSEY AND 150 ELSEWHERE. NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.

This Announcement, including the information contained herein, is for information purposes only and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, in the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful.

No action has been taken by the Company or Cenkos or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

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

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by Cenkos or any other person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published.

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", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate 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 those 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 FCA, the London Stock Exchange 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.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Group.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos or for providing advice in relation to the Placing, or any other matters referred to in this Announcement. Cenkos' responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company or to any other person in respect of any decision to acquire shares in the Company in reliance on any part of this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company or Cenkos or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to trading on AIM.

This Appendix sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in this Appendix.

The information contained in this Announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks to the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Notice to distributors

UK Product Governance Requirements

UK Product Governance Requirements Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. 

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market, Assessment, Cenkos is only procuring investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 (a) Introduction

These terms and conditions apply to persons making an offer to acquire Placing Shares under the Placing, unless otherwise specifically agreed. Each person to whom these terms and conditions apply, as described above, who confirms his agreement to Cenkos (whether orally or in writing) to acquire Placing Shares under the Placing (an "Investor" or a "Placee") hereby agrees with Cenkos and the Company to be bound by the contract note issued by Cenkos to such Investor and these terms and conditions, unless otherwise specifically agreed, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound when Cenkos confirms (whether orally or in writing) to such Investor its allocation of Placing Shares under the Placing.

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

Cenkos reserves the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand. 

(b) Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 1 September 2022.

(c) Bookbuilding Process

Commencing today, Cenkos will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares. No element of the Placing will be underwritten.

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

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Cenkos.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing at the Issue Price.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 10 August 2022, but may be closed at such earlier or later time as Cenkos may, in its absolute discretion (after consultation with the Company), determine. A further announcement on a Regulatory Information Service will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price.

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

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

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

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

To the fullest extent permissible by law, neither Cenkos, any subsidiary of Cenkos, any branch, affiliate or associated undertaking of Cenkos or any such subsidiary, nor any of their respective directors, officers, employees, agents or advisers (each"a "Cenkos Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Cenkos, any Cenkos Affiliate nor any person acting on its behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Cenkos may determine.

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

(e) Conditions of the Placing

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

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

(i) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(ii) the release of this Announcement;

(iii) admission of the Placing Shares occurring not later than 8.00 a.m. on 1 September 2022, or such later date as Cenkos and the Company may agree (but in any event not later than 22 September 2022);

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

(v) the Company having complied with its obligations under the Placing Agreement to the extent they fall to be performed prior to Admission; and

(vi) the passing of the Resolutions.

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Cenkos), or (b) the Placing Agreement is terminated including in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.

Neither Cenkos, any Cenkos Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Company Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally. 

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

(f) Right to terminate under the Placing Agreement

Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, inter alia, where any warranty was, when given, untrue, inaccurate or misleading, or where any warranty is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the relevant time, where the Company has failed to comply with certain of its obligations under the Placing Agreement, or upon the occurrence of a force majeure event or a material adverse change in the financial or trading position or prospects of any member of the Group.

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

(g) No Prospectus

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

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Cenkos and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cenkos (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Cenkos Affiliate, any persons acting on its or their behalf or the Company or any Company Affiliate and neither Cenkos, any Cenkos Affiliate, nor any persons acting on their behalf, the Company, any Company Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Cenkos, for itself and as agent for the Company that (except for, in relation to the Company, the information contained in this Announcement) it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

(h) Registration and settlement

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

The expected timetable for settlement will be as follows:

Following the close of the Bookbuild Process, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Cenkos (as agent for the Company) and settlement instructions. Placees should settle against the CREST ID provided to them by Cenkos. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Cenkos.

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

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.

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

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

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

(i) Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on 1 September 2022 (or such later date as the Company and Cenkos may agree) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the confirmation mentioned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Issue Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

(j) Payment for Placing Shares

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

(k) Representations and warranties

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

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

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

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

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

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

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

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

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

(ix) it understands that no action has been or will be taken in any jurisdiction by the Company, Cenkos or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xxv) (i) the Investor has complied with and will continue to comply with its obligations under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018, Criminal Justice Act 1993 and Part VIII of FSMA and other applicable law; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations, and any other applicable law (where all such legislation listed under this (ii) shall together be referred to as the "AML Legislation"); and (iii) it is not a person: (1) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (2) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (3) subject to financial sanctions imposed pursuant to a regulation of the EU or a regulation adopted by the United Nations (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 and pursuant to AML Legislation and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Cenkos or the Company such evidence, if any, as to the identity or location or legal status of any person (including in relation to the beneficial ownership of any underlying investor) which Cenkos or the Company may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise or any other information as may be required to comply with legal or regulatory requirements (including in particular under the AML Legislation)) in the form and manner requested by Cenkos or the Company on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cenkos may decide at its sole discretion;

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

(xxvii) if the Investor is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex 11/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;

(xxviii) each Investor in a relevant member state of the EEA who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with Cenkos and the Company that: (i) it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(e) of the EU Prospectus Regulation; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Regulation, or in other circumstances falling within Article 3(2) of the Prospectus Regulation and the prior consent of Cenkos has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

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

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

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

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

(xxxiv) it will indemnify and hold the Company, Cenkos and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this paragraph and further agrees that the provisions of this paragraph will survive after completion of the Placing;

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

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

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

(l) Supply and disclosure of information

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

(m) Miscellaneous

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

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

(A) if he is an individual, his nationality; or

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

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

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

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

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

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

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

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

(ix) Time is of the essence as regards each Investor's obligations under this Appendix.