PPC.L Regulatory News (PPC)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of President Energy PLC or other evaluation of any securities of President Energy PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

PRESIDENT ENERGY PLC

 ("President" or the "Company")

Proposed Placing and Open Offer

President, the UK AIM listed oil and gas company, focused on exploration licences in Paraguay and producing licences in Argentina and Louisiana, USA announces a proposed fundraising, by way of a conditional Placing of New Ordinary Shares to institutional and other investors in order to raise a minimum of US$40 million (approximately £24.5 million) gross proceeds but with the option to upsize the Placing to US$50 million (approximately £30.7 million) and a proposed Open Offer of further New Ordinary Shares to President's existing shareholders in order to raise up to an additional US$7 million (approximately £4.3 million).

The Placing will be conducted by way of an accelerated book build process.

The Issue Price range will be determined upon completion of the accelerated Bookbuild. The book will open with immediate effect and close at the sole discretion of RBC Europe Limited and Canaccord Genuity Limited as joint bookrunners. Timings for the announcement of the results of the Bookbuild and Placing will be determined at the discretion of the Banks in conjunction with the Company.

The Placing is being undertaken pursuant to a placing agreement entered into between President, RBC and Canaccord Genuity, whereby RBC and Canaccord Genuity has each agreed to procure subscribers on a reasonable endeavours basis for the Placing Shares. The Placing is subject to the terms and conditions set out in the Appendix, which form part of this announcement.

Completion of the Placing and Open Offer are each conditional upon shareholder approval at a General Meeting of the Company which is expected to take place on or around 24 February 2014 and which shall be convened by the Company shortly.

Application will be made to the London Stock Exchange for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM, following shareholder approval being given at the General Meeting. It is expected that Admission will become effective on or around 25 February 2014 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 25 February 2014.

This announcement, which contains further information on the Placing and Open Offer, should be read in its entirety.

For further information contact:

President Energy PLC

Peter Levine, Executive Chairman +44 (0) 207 016 7950

John Hamilton, CEO +44 (0) 207 016 7950

Ben Wilkinson, Finance Director +44 (0) 207 016 7950

 RBC Capital Markets

Matthew Coakes, Daniel Conti, Jeremy Low +44 (0) 207 653 4000

Canaccord Genuity Limited

Tim Redfern, Henry Fitzgerald-O'Connor +44 (0) 207 523 8000

Bell Pottinger +44 (0) 207 861 3232

Gavin Davis, Henry Lerwill

Background to and reasons for the Placing and Open Offer

The magnitude of the potential opportunity President controls as operator in Paraguay has materially expanded during 2013. President believes it has the potential to open a new hydrocarbon province.

In 2012, President secured farm-ins (as operator) of the Pirity and the Demattei Concessions pursuant to the respective Farm-in Agreements. These Paraguayan Concessions combine to cover a substantial portion of the prospective Pirity Basin (16,000 km2) in the Chaco region of Paraguay, which is virtually undrilled and believed to be a direct extension of the proven Olmedo basin on the Argentine side of the country border. Since the farm-ins were completed, President has managed an extensive seismic campaign to evaluate the basin potential and define high graded drilling prospects. Specifically, President (as operator) has acquired 791 km2 of 3D and 1,054 km of 2D seismic. Geological and geophysical studies were also completed. Preparation of drilling sites commenced at the end of 2013, with a view to drilling three exploration wells in 2014.

On 10 January 2014, President announced that, pursuant to the Hernandarias Farm-in Agreement, it has been granted an option at no cost to a staged farm-in (as operator) of up to an 80 per cent. maximum participating interest in the Hernandarias Block in the Chaco Region of Paraguay. A provisional concession contract in respect to the Hernandarias Block has been approved by the relevant Senate Commissions in Paraguay and is currently subject to Paraguayan Government and other approvals.

Following such approvals being given, the provisional concession contract is expected to be enacted into law and thereby come into full force as an exploration concession during the course of 2014. The enactment of the concession into Paraguayan law and Governmental approval of the assignment of President's interest in the Hernandarias Block are both conditions to the exercise of the option. Upon exercise of the option and completion of the Hernandarias Farm-In Agreement, President will fund the first US$17 million of a work program on the Hernandarias Block, including one well drilled to test the Devonian at any time within the three year exploration phase of the concession contract (the period starts upon the award of the concession). No additional consideration or back costs are payable by President.

The Hernandarias Block covers a very large area (18,507 km2) and is located immediately to the north of President's existing Paraguayan Concessions. Together with the Paraguayan Concessions, on completion of the Hernandarias Farm-In Agreement, President would operate a contiguous land block of 34,507 km2 covering almost the entire prospective Pirity Rift Basin securing a basin controlling position in the Chaco region of Paraguay. Under the terms of the contemplated Hernandarias Block Concession, on completion of the agreement, President as operator would retain the entire land block of 18,507 km2 for year one of a new concession law prospection phase, after which time the area will reduce to 8,000 km2, as per the size of the existing Paraguayan Concessions today. At that point, President would operate three contiguous concessions totaling 24,000 km2.

The new seismic data has identified two structural play fairways each containing two petroleum systems. The first is the Cretaceous petroleum system, known from old 2D data and an extension of the Palmar Largo trend in Argentina. The second is a newly identified underlying Paleozoic petroleum system that has charged the large producing fields in neighbouring southern Bolivia and north-western Argentina. Several of the Pirity Rift Basin prospects benefit from the possibility of receiving a double charge from both play systems, thereby reducing source risk. This double play system makes it possible for President's Pirity Rift Basin to develop into a large scale petroleum province. In addition, it can already be seen from the seismic data that both petroleum systems will offer significant additional unconventional resource potential, which supports the conclusions of the recent U.S. Energy Information Administration and Advanced Resources, Inc. report on international shale formations (World Shale Gas and Shale Oil Resource Assessment dated 17 May 2013) which quotes technically recoverable resources for just the unstructured Paleozoic areas of the Paraguayan Chaco as 67 tcf of gas and 3.2 bnbbl of oil.

Operationally, President announced that it has entered into an eighteen month contract with Schlumberger for the provision of project management and integrated drilling and completion services, including well site supervision and engineering, for its Paraguay drilling program. President also signed a letter of intent for a rig to drill the 2014 exploration programme. The contractor is Queiroz Galvão Óleo e Gás S.A., one of the largest drilling contractors and production services providers in Brazil. The top drive rig is capable of drilling down to depths of 5,000 metres which is adequate to explore the deeper Paleozoic play identified in President's seismic survey. Mobilisation from Brazil is due to commence during February 2014 and is estimated to take two months, with the first well scheduled to spud, weather permitting, during May 2014.

On 24 January 2014, President announced the results of an independent audit of its Prospective Resources carried out by the international consultancy RPS over three prospect areas in Paraguay which are scheduled to be drilled by President as part of its 2014 exploration programme. The RPS audit is based on the results of the extensive 2013 3D and 2D seismic campaign conducted by President. Specifically, RPS audited the volumetric and economic modeling of three prospect areas which contain five structural culminations with potential for targeting multiple ("stacked") reservoirs in two of these culminations, Jacaranda and Tapir, as currently mapped. The volumetric and economic models have been developed as standalone cases and have no inter-dependence (including economies of scale or timing of discovery and development). The three areas are estimated to have gross mean unrisked Prospective Resources of 1,093 mmboe, which net to President equates to mean net unrisked prospective resources of 647 mmboe and mean net risked Prospective Resources of 130 mmboe (both assuming full earn-in on farm-in). All volumes quoted represent the aggregated mean outcome assuming all 8 prospect targets become discoveries and should not be taken as the mean expectation from the drilling campaign which will most likely contain some success and some failure in individual prospect targets. RPS has audited the indicative, standalone mean success case economic models for each prospect which attribute to President a net unrisked NPV10 aggregate value of US$11.7 billion (assuming all prospect targets are successful and could be developed simultaneously); and a net risked aggregate NPV10 value of US$2.4 billion for the 2014 drilling target prospect areas. The 'risked NPV10 value' quoted above represents the aggregation of the NPV10 associated with the mean success case outcome for each prospect on a standalone basis, adjusted for chance of discovery, assuming that all prospects (including stacked targets) become discoveries and are developed simultaneously. It does not represent the risked mean outcome of the total distribution of possible success.

 A summary of the RPS independent audit on President's 2014 drilling targets are set out in the table below:

† Geological chance of success attributed to each drilling prospect outlined in the table.

* Mean prospective resources net to President, assuming full earn-in on farm-in. President has the right to earn up to 59 per cent. in the Pirity Concession and up to 60 per cent. in the Demattei Concession.

** The NPV10 numbers shown above reflect standalone mean success case economics for each prospect.

*** All totals quoted represent the aggregated mean outcome assuming all 8 prospect targets become discoveries and should not be taken as the mean expectation from the drilling campaign which will most likely contain some success and some failure in individual prospect targets. Further, NPV10 totals assume that all prospect targets are successful and could be developed simultaneously on a standalone basis.

The RPS audit of President's Prospective Resources demonstrates the opportunity to open up a significant new hydrocarbon province, with over 20 leads and prospects yet to be evaluated. The RPS Audit Report is published in full on President's website. As a result of the audit nature of RPS' engagement, it is not practical to present the stochastic consolidations of Resources and Expected Net Present Value (ENPV) that RPS would usually present in a fully independent evaluation. However, RPS concurs with President's assertion that any discovery within the range of distributions it has audited is likely to be commercially attractive.

In light of President's view of the prospectivity of the Pirity rift basin, it wishes to place itself in a firm funded position going into the drilling campaign. The scale of the opportunity for President has materially increased during 2013. The emergence of the potential Paleozoic play system increases the potential size of the Prospective Resources. The drilling costs associated with deeper drilling into the Paleozoic are higher than envisioned for Cretaceous reservoirs alone, and changes to the well design are required. The potential farm-in into the Hernandarias block has materially increased President's opportunities in the Pirity rift basin.

While the Company has cash resources and a loan facility from PLLG, the fundraising will cement President's ability to explore the materially expanded rift basin opportunities with additional financial strength and headroom. In addition, President views the opportunity to diversify its institutional share register as beneficial to the long-term prospects of the Company.

Use of Proceeds

The gross proceeds of the Placing and Open Offer of up to US$50million (approximately £30.7 million) will be used principally to fund the three well drilling campaign on the Pirity Block scheduled for 2014. The fulfilment of the Company's drilling obligations under the Pirity Farm-Out Agreement will enable President to earn its full 59 per cent. working interest in the Pirity Block.

Details of the Placing and Open Offer

Principal terms of the Placing

The Company is proposing to raise a minimum of US$40 million (approximately £24.5 million) gross proceeds and up to a maximum of US$50 million (approximately £30.7 million) pursuant to the Placing by way of an accelerated Bookbuild Process. The Issue Price range will be determined upon completion of the accelerated Bookbuild.

Completion of the Placing and the allotment of the Placing Shares will require Shareholder approval and the Company expects to convene a General Meeting shortly.

As part of the Placing, it is also anticipated thatPlacing Shares with an aggregate value of £5,625,000 at the Issue Price will be subscribed for by IFC and that Placing Shares with an aggregate value of up to US$4,000,000 million (at a US$/UK£ exchange rate to be determined by the Banks as part of the Bookbuild Process) at the Issue Price will be subscribed for by PLLG. IFC's conditional subscription for the IFC Placing Shares shall comprise IFC's subscription for the second tranche of Ordinary Shares under the terms of the IFC Subscription Agreement, details of which were announced by the Company on 5 December 2013.

The Company has appointed RBC and Canaccord Genuity as its agents to use their respective reasonable endeavours to procure subscribers for the Placing Shares (other than the IFC Placing Shares, the PLLG Placing Shares and any other places procured by the Company) at the Issue Price. Further terms of the Placing and Open Offer Agreement will be contained in the Circular.

Structure and principal terms of the Open Offer

The Directors have given consideration as to the best way to structure the proposed equity fundraising, having regard to current market conditions, the composition of the Company's shareholder register, the level of the Company's share price and the importance of pre-emption rights to Shareholders. After considering these factors, the Directors have concluded that the structure of the fundraising by way of the Placing and Open Offer is the most suitable option available to the Company and its Shareholders as a whole. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by acquiring Open Offer Shares.

Qualifying Shareholders are to be given the opportunity to subscribe for the Open Offer Shares at the Issue Price, pro rata to their holdings of Existing Ordinary Shares on the Record Date on such basis and ratio to be determined by the Company following completion of the Bookbuild. Qualifying Shareholders are also to be given the opportunity, provided that they take up their Open Offer Entitlement in full, to apply for Excess Shares through the Excess Application Facility.

The allotment and issue of the Open Offer Shares will also need to be made following and conditional on, inter alia, the Shareholder approval referred to above.

Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise further gross proceeds of approximately US$7 million (approximately £4.3 million) for the Company.

Other information relating to the Placing and Open Offer

The Placing and Open Offer are conditional, inter alia, upon:

(i) the passing of Resolutions;

(ii) the Placing and Open Offer Agreement remaining in full force and effect and all of the conditions relating in all respects (other than Admission) and not having been terminated in accordance with its terms; and

(iii) Admission of the Placing Shares and Open Offer Shares becoming effective by not later than 8.00 a.m. on 25 February 2014 (or such later time and/or date as RBC and Canaccord Genuity may agree).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the relevant part or parts of the Placing and Open Offer will not proceed.

Application will be made to the London Stock Exchange for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 25 February 2014 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 25 February 2014.

International Finance Corporation

On 18 December 2014, IFC, a member of the World Bank Group, completed a subscription for 37,500,000 Existing Ordinary Shares, representing approximately 12.2 per cent. of the existing issued ordinary share capital of the Company.

As part of the Placing, IFC shall conditionally agree to subscribe for the IFC Placing Shares at the Issue Price. IFC's anticipated subscription for the IFC Placing Shares shall comprise IFC's subscription for the second tranche of Ordinary Shares under the terms of the IFC Subscription Agreement, details of which were announced by the Company on 5 December 2013. Completion of IFC's subscription for the IFC Placing Shares shall be subject to the satisfaction of certain conditions under the IFC Subscription Agreement and is expected to take place at the time of Admission.

PLLG Investments Limited

PLLG is an entity beneficially owned by Peter Levine, the Company's Executive Chairman, and is the Company's largest Shareholder. PLLG and the Related Parties, who are deemed by the UK Panel on Takeovers and Mergers to be acting in concert with PLLG for the purpose of the City Code on Takeovers and Mergers, currently hold 72,464,525 Existing Ordinary Shares, in aggregate, representing approximately 23.64 per cent. of the existing issued ordinary share capital of the Company.

PLLG has indicated that it intends to conditionally agree to subscribe for Placing Shares with an aggregate value of up to US$4,000,000 at the Issue Price pursuant to the Placing.

Related Party Transaction

The subscription by IFC in the Placing at the Issue Price is expected to be classified as a related party transaction under the AIM Rules. Accordingly, the Directors consider, having consulted with RBC in its capacity as the Company's nominated adviser, that the terms of IFC's participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

The subscription by PLLG in the Placing at the Issue Price is also expected to be classified as a related party transaction under the AIM Rules. Accordingly, the Directors, excluding Peter Levine, John Hamilton and Benjamin Wilkinson and Michael Cochran (who are not considered to be independent by virtue of their respective relationships with PLLG), consider, having also consulted with RBC in its capacity as the Company's nominated adviser, that the terms of PLLG's participation in the Placing are fair and reasonable insofar as independent Shareholders are concerned.

Expected Timetable of Principal Events

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2014

Notes:

(1) If you have any questions on the procedure for acceptance and payment, you should contact Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, telephone: 0871 384 2050 from the UK or +44 121 415 0259 from overseas. Calls to the 0871 384 2050 number cost 8 pence per minute (excluding value added tax) plus your service provider's network extras. Calls to the +44 121 415 0259 number will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Please note that Equiniti cannot provide financial advice on the merits of the Placing and Open Offer or as to whether or not you should take up your entitlement.

(2) The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this document may be adjusted by President in which event details of the new dates will be notified to AIM and, where appropriate, to Shareholders.

(3) All references to time in this document are to time in London.

Definitions

THE APPENDIX

PLACING TERMS AND CONDITIONS

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 SCHEDULE 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 SCHEDULE 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 SCHEDULE 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, RBC CAPITAL MARKETS, CANACCORD GENUITY 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, RBC CAPITAL MARKETS AND CANACCORD GENUITY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. IN PARTICULAR, THIS ANNOUNCEMENT (INCLUDING THIS SCHEDULE) 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.

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 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.

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

SCHEDULE A

PLACING TERMS AND CONDITIONS

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

This Announcement including this schedule does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

Details of the Placing

RBC Capital Markets (a trading name of RBC Europe Limited; "RBC Capital Markets") and Canaccord Genuity Limited ("Canaccord Genuity", and together with RBC Capital Markets, the "Banks") will commence the Bookbuilding Process in respect of the Placing. The book will open with immediate effect. RBC Capital Markets and Canaccord Genuity have today entered into an agreement with the Company (the "Placing Agreement") under which terms, subject to the conditions set out in that agreement, the Banks have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares with certain institutional and other investors at a placing price per share to be determined by the Banks and the Company (the "Placing Price") to raise up to US$50,000,000 (approximately £30.67 million). In accordance with the terms of the Placing Agreement, subject to the execution of the placing results agreement setting out the final Placing Price and the final number of Placing Shares, in the event of any default by any subscriber procured by the Banks in respect of Placing Shares, the Banks have agreed to subscribe for such Placing Shares themselves, as further described in this Announcement. Certain other persons, including IFC and PLLG who have not been procured by the Banks are also expected to committ to subscribe for Placing Shares.

The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared or made following Admission.

Open Offer

The Company is also separately making the Open Offer to raise a maximum of approximately US$7 million from existing Shareholders.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. Admission is conditional upon, amongst other things, certain conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms.

It is expected that Admission of the Placing Shares will become effective at 8.00 a.m. on 25 February 2014 and that dealings in the Placing Shares will commence at that time.

Bookbuilding Process

The Banks will today commence the Bookbuilding Process to determine demand for participation in the Placing by Placees and the price at which the Placing Shares are to be issued. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Banks and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine.

Principal terms of the Bookbuilding Process and Placing

1 The Banks are acting as bookrunners to the Placing, as agents of the Company.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Banks to participate. The Banks and their affiliates are entitled to enter bids in the Bookbuilding Process.

3 The Bookbuilding Process will establish the number of Placing Shares to be issued by the Company and the price at which such shares will be issued, which will be payable by all Placees whose bids are successful. The number of Placing Shares to be issued (and the price at which such shares will be issued) will be announced through the Placing Results Announcement following the completion of the Bookbuilding Process.

4 To bid in the Bookbuilding Process, Placees should communicate their bid by telephone to their usual sales contact at RBC Capital Markets or Canaccord Genuity. Each bid should state the number of Placing Shares which a prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basis referred to in paragraph 9 below. Each of the Banks is arranging the Placing severally, and not jointly, or jointly and severally, as agent of the Company.

5 The Bookbuilding Process is expected to close no later than 5.30 p.m. (London time) on today's date but may be closed earlier or later at the discretion of the Banks. The Banks may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

6 Each Placee's allocation will be agreed between the Banks and will be confirmed orally by the relevant Bank as soon as practicable following the close of the Bookbuilding Process. The relevant Bank's oral confirmation of an allocation will give rise to a legally binding commitment by the Placee concerned, in favour of the relevant Bank 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.

7 The Company will release the Placing Results Announcement following the close of the Bookbuilding Process, detailing the aggregate number of the Placing Shares to be issued and the price at which such shares are to be issued.

8 Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Banks or by email confirmation from one of the Banks. The terms of this Appendix will be deemed incorporated therein.

9 The Banks may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine or be directed. The Banks may also, notwithstanding paragraphs 5 to 7 above, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

10 A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bank's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Banks and the Company, to pay to them (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

11 Except as required by law or regulation, no press release or other announcement will be made by the Banks 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.

12 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'.

13 All obligations under the Bookbuilding Process and 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 Agreement'.

14 By participating in the Bookbuilding Process, 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.

15 Each Placee will be deemed to have read and understood the terms and conditions set out in this Announcement (including this schedule) in their entirety, to be participating in the Placing upon the terms and conditions contained in this Announcement (including this schedule), and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement (including this schedule).

16 To the fullest extent permitted by law and applicable Financial Conduct Authority ("FCA") rules (the "FCA Rules"), none of (i) RBC Capital Markets or Canaccord Genuity , (ii) any of their respective directors, officers, employees or consultants, nor (iii) to the extent not contained within (i) or (ii), any person connected with RBC Capital Markets or Canaccord Genuity as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing and/or, Bookbuilding Process or of such alternative method of effecting the Placing as the Banks and Company may agree.

17 The allotment of the Placing Shares will require the passing of the Resolutions at the General Meeting. If passed, the Resolutions will grant authorities to Directors to allot further shares for cash on a non pre-emptive basis. Allotment of the Placing Shares will take place as soon as practicable following the General Meeting, conditional on Admission.

Conditions of the Placing

The obligations of the Banks in respect of the Placing under the Placing Agreement are conditional on, amongst other things:

(a) the Company having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission);

(b) the warranties contained in the Placing Agreement being true, accurate and not misleading in any respect as at the date of the Placing Agreement and at all times up to and including Admission (in each case in the opinion of either of the Banks, acting in good faith) by reference to the facts and circumstances existing from time to time;

(c) the placing results agreement having been duly executed;

(d) the publication of the Placing Results Announcement through a Regulatory Information Service;

(e) in the opinion of either of the Banks, acting in good faith, there having been no material adverse change, whether or not foreseeable at the date of the Placing Agreement, in, or any development involving a prospective material adverse change in or affecting, the condition (financial operational, legal or otherwise) or the assets, earnings, management, business affairs, business prospects or financial prospects of the Company or of the Group (taken as a whole), whether or not arising in the ordinary course of business;

(f) the posting by no later than 7 February 2014 (by first class pre-paid mail) of the Circular to Shareholders and such other persons (if any) entitled to receive notice of the General Meeting in accordance with the Company's Articles of Association together (where applicable) with a Form of Proxy and, to Qualifying Shareholders (other than certain overseas Qualifying Shareholders), the Application Form;

(g) the Open Offer Entitlements being admitted as a participating security (as defined in the CREST Regulations) to CREST; Open Offer Entitlements being credited to the CREST stock accounts of Qualifying CREST Shareholders in the proportions set out in the Circular; and the Open Offer Entitlements becoming enabled for settlement within CREST, in each case by not later than the Business Day following the date of posting of the Circular;

(h) the passing of the Resolutions by the requisite majority without material amendment at the General Meeting (or at any adjournment thereof); and

(i) Admission taking place by not later than 8.00 a.m. on 25 February 2014 (or such other later date as may be agreed between the parties).

If any of the conditions contained in the Placing Agreement in relation to the Placing are not fulfilled or waived by the Banks, by the respective time or date where specified, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Banks and the Company may agree in writing to extend the time and/or date by which any of the conditions contained in the Placing Agreement are required to be fulfilled to no later than 3.00 p.m. on the Long Stop Date.

The Banks may, in their absolute discretion and on such terms as they think appropriate, waive fulfilment by the Company of the whole or any part of any or all of the Company's obligations in relation to the conditions in the Placing Agreement (to the extent permitted by applicable law or regulation). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks, the Company or any other person 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 they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Banks.

Termination of the Placing Agreement

The Banks are entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the New Ordinary Shares by giving notice to the Company if, amongst other things, any of the following events have occurred:

(a) any of the warranties under the Placing Agreement being untrue, inaccurate or misleading in any respect when made or becoming untrue, inaccurate or misleading in any respect (in each case in the opinion of either of the Banks, acting in good faith) by reference to the facts and circumstances existing from time to time or any matter arising which might reasonably be expected to give an entitlement on the part of the Banks to make a claim under the indemnities set out in the Placing Agreement; or

(b) any statement made in any of the Marketing Documents being untrue, inaccurate or misleading in any respect when made or becoming untrue, inaccurate or misleading in any respect (in each case in the opinion of the Banks, acting in good faith) by reference to the facts and circumstances existing from time to time, or any matter arising which might, if the Marketing Documents were issued at that time, constitute a material omission from them or a misleading inaccuracy in any announcements released by the Company through a Regulatory Information Service or other document issued to shareholders of the Company or otherwise to the public by any member of the Group, in each case since the Accounts Date; or

(c) any of the following has occurred:

(i) the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange or trading is limited or minimum prices established on any such exchange;

(ii) the declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK;

(iii) any adverse change, whether or not foreseeable at the date of the Placing Agreement, or development involving a prospective adverse change, in the financial markets in the United States, the United Kingdom, Argentina or Paraguay or any member of the European Union, or in international financial, economic, political, industrial or market conditions or currency exchange rates or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis;

(iv) an adverse change, whether or not foreseeable at the date of this Agreement, or a prospective adverse change occurring since the date of this Agreement in: (A) US or UK, Argentina or Paraguay taxation affecting the Group or the Ordinary Shares or the transfer of the Ordinary Shares; (B) the hydrocarbon industry (including, without limitation, governmental regulation or policy regarding hydrocarbon concessions or licences, or rights thereto) in Argentina or Paraguay; or (C) the imposition of exchange controls by the United States or the United Kingdom or Argentina or Paraguay,

which events described in (i), (ii), (iii) or (iv) above either of the Banks considers in its opinion (acting in good faith) may have an adverse effect on the financial or trading position or the business or prospects of the Group which is material in the context of Group as a whole or which renders it impracticable or inadvisable to market the New Ordinary Shares or to enforce the contracts for the sale of the New Ordinary Shares; or

(d) in the opinion of either of the Banks (acting in good faith), any material adverse change, whether or not foreseeable at the date of the Placing Agreement, in, or any development involving a prospective material adverse change in or affecting, the condition (financial operational, legal or otherwise) or the assets, earnings, management, business affairs, business prospects or financial prospects of the Company or of the Group (taken as a whole), whether or not arising in the ordinary course of business.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Bookbuilding Process, Placees agree that the exercise by the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that the Banks need not make any reference to Placees and that the Banks shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this schedule) and the Placing Results Announcement (together with this Announcement, the "Publicly Available Information").

Each Placee, by accepting a participation in the Placing agrees that the content of the Publicly Available Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Banks or any other person and none of the Banks, the Company nor any other person will be liable for any Placee's decision to participate in the Placing and/or the Bookbuilding Process based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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.

Registration and settlement

Settlement of transactions in the New Ordinary Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in either Bank's opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Participation in the Bookbuilding Process is only available to persons who are invited to participate in it by the Banks.

Each Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing or via email with either of the Banks or via the Bloomberg messaging system, and such agreement will constitute a legally binding commitment on such Placee's part to acquire such number of Placing Shares at the Placing Price (to be determined following the Bookbuild ing Process) subject to the terms and conditions set out in this Announcement (including this schedule), and the Company's Articles of Association.

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

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Banks. Settlement should be through RBC Capital Markets against CREST ID: 388, account designation: RBC, or through Canaccord Genuity against CREST ID: 805, account designation: PLAC, as the case may be. For the avoidance of doubt, allocations in respect of the Placing will be booked with an anticipated trade date of 6 February 2014 and settlement date of Admission.

The Company will deliver the Placing Shares to the CREST accounts operated by the Banks as agents for the Company and the Banks will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take place on the date of Admission on a delivery versus payment basis.

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 LIBOR as determined by the Banks.

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

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

Representations and warranties

By submitting a bid in the Bookbuilding Process, each prospective Placee (and any person acting on such prospective Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) the following. It:

1 has read this Announcement (including this schedule) in its entirety;

2 acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the New Ordinary Shares;

3 acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), 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 Exchange 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 acknowledges that none of the Banks or any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the New Ordinary Shares or the Company or any other person other than the Publicly Available Information; nor has it requested any of the Banks, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5 acknowledges that: (i) it and, if different, the beneficial owner of the New Ordinary Shares is not, and at the time the New Ordinary Shares are acquired will not be located in or residents of a Restricted Jurisdiction; and (ii) the New Ordinary Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

6 acknowledges that the New Ordinary Shares have not been and will not be registered under the Securities Act and further acknowledges that the New Ordinary Shares are being offered and sold only: (i) outside the United States pursuant to Regulation S under the Securities Act in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act); or (ii) in the United States only to limited number of QIBs, pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering;

7 represents and warrants that it is (and any such account for which it is acting is) either: (i) a QIB that has executed and returned to the Banks or their affiliates a US Investor Letter; or (ii) outside the United States and is acquiring the New Ordinary Shares in an "offshore transaction", as defined in and in accordance with, Regulation S under the Securities Act;

8 acknowledges that the New Ordinary Shares have not been and will not be qualified for distribution by a prospectus under applicable Canadian securities laws, and may only be offered and sold pursuant to an exemption from the prospectus requirements of those laws. Accordingly, the New Ordinary Shares may only be offered and sold to purchasers in Provinces of Ontario and Quebec who are: (i) "accredited investors" within the meaning of Canadian securities laws; (ii) in case of purchasers subject to the laws of Quebec, also, "permitted clients" as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registration Obligations; and (iii) otherwise in compliance with all applicable Canadian securities laws;

9 acknowledges that the content of the Publicly Available Information is exclusively the responsibility of the Company and that neither of the Banks nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in the Publicly Available Information or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in the Publicly Available Information or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the New Ordinary Shares is contained in the Publicly Available Information, and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the New Ordinary Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Banks or the Company and none of the Banks or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

10 acknowledges that neither of the Banks nor any person acting on behalf of the Banks nor any of their affiliates has or shall have any liability for any publicly available or filed 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;

11 represents and warrants that 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 (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;

12 if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the New Ordinary Shares subscribed for 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 European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;

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

14 represents and warrants that it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the European Economic Area 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 in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (Directive 2003/71/EC) (including any relevant implementing measure in any member state);

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

16 represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

17 (a) represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement (including this schedule) may otherwise be lawfully communicated; and (b) acknowledges that any offer of New Ordinary Shares may only be directed at persons to the extent in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;

18 represents and warrants that it is entitled to subscribe for New Ordinary Shares under the laws of all relevant jurisdictions which apply to it, and that its subscription of the New Ordinary Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

19 undertakes that it (and any person acting on its behalf) will make payment for the New Ordinary Shares allocated to it in accordance with this Announcement (including this schedule) on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as the Banks may in their discretion determine and without liability to such Placee;

20 acknowledges that 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 more than the afore-mentioned maximum;

21 acknowledges that neither of the Banks, nor any of their respective affiliates, nor any person acting on behalf of the Banks, 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 either of the Banks for the purposes of the Placing and that the Banks have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

22 undertakes that the person whom it specifies for registration as holder of the New Ordinary Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Banks in respect of the same on the basis that the New Ordinary Shares will be allotted to the CREST stock account of RBC Capital Markets or Canaccord Genuity as the case may be who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

23 acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks 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;

24 acknowledges that RBC Capital Markets and Canaccord Genuity and their respective affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Banks to produce any press announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth therein;

25 agrees to indemnify and hold the Company, the Banks 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 Announcement (including this schedule) and further agrees that the provisions of this Announcement (including this schedule) shall survive after completion of the Placing;

26 represents and warrants that it will acquire any New Ordinary Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

27 acknowledges that its commitment to subscribe for New Ordinary Shares on the terms set out in this Announcement (including this schedule) and in the relevant contract note will continue notwithstanding any amendment that may in future be made to the terms 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 conduct of the Placing and/or the Bookbuilding Process. The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as each of the Banks. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the New Ordinary Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of New Ordinary Shares is, or is acting as nominee or agent for, and that the New Ordinary Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Banks shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Banks accordingly;

28 understands that no action has been or will be taken by any of the Company, the Banks or any person acting on behalf of the Company or the Banks that would, or is intended to, permit a public offer of the New Ordinary Shares in any country or jurisdiction where any such action for that purpose is required;

29 in making any decision to subscribe for the New Ordinary Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the New Ordinary Shares. It further confirms that it is experienced in investing in securities of this nature in this sector, is familiar with the market in which the Company operates 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 further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms and conditions set out in this Announcement (including this schedule), including the merits and risks involved;

30 represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Group that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the New Ordinary Shares; and (d) made its investment decision based upon its own judgement, due diligence and analysis and not upon any view expressed or information provided by or on behalf of the Banks or any of their respective Affiliates;

31 understands and agrees that it may not rely on any investigation that the Banks or any person acting on their behalf may or may not have conducted with respect to the Company, its Group, or the Placing and the Banks have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the New Ordinary Shares, or as to the condition, financial or otherwise, of the Company, its Group, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the New Ordinary Shares. It acknowledges and agrees that no information has been prepared by the Banks or the Company for the purposes of the Placing;

32 acknowledges and agrees that all representations, warranties, acknowledgements, undertakings and agreements which have been given pursuant to this Announcement (including this schedule) shall survive the transaction and the delivery of the New Ordinary Shares; and

33 accordingly it acknowledges and agrees that it will not hold the Banks or any of their respective affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Group (the "Information") and that neither the Banks nor any person acting on behalf of either of the Banks, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any New Ordinary Shares or the agreement by them to subscribe for any New Ordinary Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that either of the Banks and any of their respective affiliates may, in their absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares.

When a Placee or person acting on behalf of the Placee is dealing with either RBC Capital Markets or Canaccord Genuity, any money held in an account with RBC Capital Markets or Canaccord Genuity 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 rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bank's money in accordance with the client money rules and will be used by such Bank in the course of its own business; and the Placee will rank only as a general creditor of such Bank.

All times and dates in this Announcement (including this schedule) may be subject to amendment. The Banks shall notify the Placees and any person acting on behalf of the Placees of any changes.

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

DEFINITIONS used for placing terms and conditions