SENS.L Regulatory News (SENS)

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FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN SENSYNE HEALTH PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE SUBSCRIPTION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

8 December 2020

Sensyne Health plc

("Sensyne" or the "Company")

Fundraising to raise up to £27.5 million, Industrialisation and Scaling of the Sensyne Data Platform and Strategic Collaboration with Phesi, Inc.

and

Notice of General Meeting

Oxford, UK - 8 December 2020: Sensyne Health plc (LSE: SENS), the UK clinical AI company, announces a proposed fundraising by way of a placing (the "Placing") and a direct subscription by Directors and certain members of senior management (the "Subscription") to raise up to £25 million (before expenses) at a price per share of 90 pence (the "Placing Price").

The Company also announces it has entered into an agreement for an exclusive strategic collaboration with Phesi, Inc. ("Phesi") a US-based specialist clinical trials data company. The collaboration will provide Sensyne with the benefit of c.13.5 million international patient records from c.320,000 clinical trials and the ability to market an enhanced offering to the pharmaceutical and biotechnology industry. Further details of the collaboration are set out below in Appendix I to this Announcement.

In addition, in order to provide Qualifying Shareholders who do not take part in the Placing with an opportunity to participate in the proposed issue of new ordinary shares of 10 pence each in the capital of the Company (the "Ordinary Shares"), the Company also announces a proposed open offer to raise up to a further £2.5 million (before expenses) (the "Open Offer" and, together with the Placing and the Subscription, the "Transaction", and the new Ordinary Shares proposed to be issued pursuant to the Transaction being the "New Shares").

The Placing, which is being conducted by way of an accelerated bookbuild (the "Bookbuild"), will be launched immediately following release of this Announcement. Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum," and together with Peel Hunt, the "Banks" or the "Joint Bookrunners") are acting as joint bookrunners in respect of the Placing.

The Placing is subject to the terms and conditions set out in Appendix II to this Announcement.

Reasons for the Transaction

Sensyne is at the heart of a fundamental shift in the healthcare and life sciences sectors towards greater use of big data analytics and clinical AI, which has been accelerated by the COVID-19 pandemic. The Company has made substantial progress since IPO in 2018: growing its real world patient database, which now has access to 6.1 million unique patients representing approximately 10% of the UK population; and signing agreements with major pharmaceutical and biotechnology companies including Bayer, Roche, Alexion and Bristol Myers Squibb.

The Transaction will enable the Company to capitalise on the expanding number and range of commercial opportunities, deliver economies of scale and accelerate future revenue growth. This will be achieved through the growth and 'industrialisation' of the Company's data platform leading to significantly enhanced scale and speed of delivery of clinical AI insights for customers and the addition of an enhanced offering to pharmaceutical clients through the Phesi collaboration. Currently, responding to questions about available categories of Sensyne's data can take several weeks with clinical AI answers taking months to produce. Investments into industrialising this process are expected to dramatically reduce these timescales to seconds and weeks.

The proceeds from the Transaction will be applied to the following:

· Industrialise and scale the Sensyne data analytics capability by increasing access to anonymised patients datasets to c.17.5 million and build SENSIGHT™, a pharmaceutical R&D platform to analyse data more rapidly and cost effectively to enhance revenue growth.

· Enter into exclusive strategic collaboration with Phesi, including an equity investment in Phesi, to create an enhanced offering to pharmaceutical clients.

· Further develop the Company's SENSE™ clinical algorithm engine to provide an expanded offering for global healthcare providers and payers, comprising a range of proprietary AI algorithms for clinical decision support and operational management in hospitals.

· Strengthen the Company's balance sheet for partnering discussions with pharmaceutical and biotechnology companies and general corporate purposes.

The Fundraising

The Placing

Peel Hunt and Liberum will commence the Bookbuild immediately following the release of this Announcement.

The Placing is subject to the terms and conditions set out in Appendix II to this Announcement. Members of the public are not entitled to participate in the Placing. The Placing is not underwritten.

The Bookbuild will open with immediate effect following the release of this Announcement. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 10 pence each in the capital of the Company (the "Existing Ordinary Shares"). This includes the right to receive all dividends and other distributions declared or paid in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.

The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Bookrunners and Sensyne following the close of the Bookbuild and the results of the Placing will be announced as soon as practicable thereafter. The timing of closing the Bookbuild and allocation of the Placing Shares is at the discretion of the Joint Bookrunners and Sensyne.

The Subscription

All of the directors of the Company (the "Directors") and certain senior managers of the Company have indicated that they intend to participate in the Subscription by entering into subscription letters with the Company pursuant to which they will subscribe for new Ordinary Shares at the Placing Price (the "Subscription Shares"), contributing approximately £364,000 in aggregate.

The Open Offer

Subject to successful closing of the Bookbuild, the Open Offer will be made of up to 2,735,564 new Ordinary Shares (the "Open Offer Shares") at the Placing Price on the basis of 1 Open Offer Share for every 47 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date. Details of the Open Offer will be contained in the Circular (as defined below).

Admission and Conditions

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for the admission of the New Shares to trading on AIM ("Admission").

The Placing, the Subscription and the Open Offer are conditional on, amongst other matters, the passing of the Resolutions (as defined below) at the General Meeting (as defined below). It is expected that the Placing, the Subscription and the Open Offer will complete on or around 8.00 a.m. on 5 January 2021, being the expected date of Admission (or such later time and/or date as the Joint Bookrunners may agree with the Company, being no later than 8.00 a.m. on 15 January 2021) and that dealings in the New Shares will commence at that time. The Placing and the Subscription are also conditional upon the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms.

The Subscription and the Open Offer are conditional on the Placing, but the Placing is not conditional on either the Subscription or the Open Offer.

General Meeting

Shareholder approval will be sought to grant authority to allot and issue the New Shares on a non-pre-emptive basis (the "Resolutions"). Approval will be sought for the Resolutions at a general meeting to be convened for at 11.00 a.m. on 4 January 2021 (the "General Meeting"). Notice of the General Meeting will be set out in a shareholder circular which will provide further details of the Open Offer (the "Circular"). In light of the social distancing measures imposed by the UK Government as a result of the current COVID-19 pandemic, the General Meeting will be held as a closed meeting with the minimum number of members legally required to be present. Members will not be permitted to attend in person therefore they should appoint the Chairman of the General Meeting as their proxy. Further details will be set out in the Circular.

The Circular, including the Notice of General Meeting, will be sent to Shareholders and published on the Company's website (www.sensynehealth.com) on or around 11 December 2020. An extract from the Chairman's letter to be set out in substantially the same form in the Circular is included below in Appendix I.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix II to this Announcement. Further information relating to the Placing is described in Appendix I to this Announcement.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix III.

Enquiries:

For further information, please contact:

About Sensyne Health

Sensyne Health (AIM: SENS) is a healthcare technology company that creates value from accelerating the discovery and development of new medicines and improving patient care through the analysis of real-world evidence from large databases of anonymised patient data in collaboration with NHS Trusts. These anonymised patient data are ethically sourced in that any analysis of anonymised patient data (and hence the Company's access to it) must be pre-approved for each programme on a case-by-case basis by the relevant NHS Trusts. This is to ensure that the purpose of the anonymisation and the proposed analysis are subject to appropriate ethical oversight and information governance, including conformance with NHS guidelines, UK data protection law and applicable regulatory guidance. Sensyne Health is based in the Schrödinger Building in Oxford Science Park. For more information, please visit: www.Sensynehealth.com

IMPORTANT NOTICES AND DISCLAIMER

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. 

The New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of any securities referred to herein in the United States or elsewhere.

All offers of New Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation") from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Placing. This Announcement and the terms and conditions set out in Appendix II are for information purposes only and are directed only at: (a) persons in Member States of the European Economic Area who are qualified investors within the meaning of Article 2(E) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") 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 Announcement must not be acted on or relied on by persons who are not Relevant Persons.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither Peel Hunt nor its subsidiary undertakings, or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents, are responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Liberum will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.

The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or the Financial Services and Markets Act 2000), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

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 years would necessarily match or exceed the historical published earnings per share of the Company.

Information to Distributors

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 the 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 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, Peel Hunt has only procured 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 or 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.

APPENDIX I - EXTRACTS FROM CIRCULAR

LETTER FROM THE CHAIRMAN OF SENSYNE HEALTH PLC

The following is an extract from the Chairman's letter to be set out in substantially the same form in the Circular.

1. Background to and reasons for the Transaction

Background

Sensyne is focused on the provision of clinical artificial intelligence ("AI") to healthcare systems, and the life science and pharmaceutical industry. Big data analytics and clinical AI, enabled by the increasing digitisation of patient health records and recent advances in computer and data science, is experiencing very rapid growth within both the healthcare and life sciences sectors. The UK has a significant global advantage in this area due to its single healthcare provider, the NHS, owning a large database of longitudinal patient data across a population of over 60 million people and the UK's world-class expertise in data science, machine learning and AI.

Sensyne was formed to leverage these sovereign assets through the creation of a for-profit public company that works in partnership with the NHS to make this asset available for medical research via an ethical and transparent partnership business model with a double bottom line that also values social impact. Since IPO in 2018, Sensyne has established a leadership position in the UK, through its partnerships with NHS Trusts, with access to a database comprising 6.1 million people, circa 10% of the UK population. More recently, Sensyne has been at the forefront of the fundamental shift towards adoption of digital tools that has been accelerated by the COVID-19 pandemic. Sensyne operates two business units or divisions. The Software Products division focuses on providing clinical AI tools and patient monitoring software to healthcare providers. Sensyne's Discovery Sciences division uses clinical AI to optimise clinical trials and undertake research and development of new medicines through the analysis of its growing real-world patient data. The Company has a "double-bottom line" business strategy that provides a financial return back to the NHS Trusts that partner with the Company and provide the data via equity ownership in the Company and a share of royalties.

The Company was set up to be an exemplar of how a commercial company can partner with the NHS to improve patient care and generate value from anonymised patient data in an ethical way. Since floating on AIM in 2018, the Company has made substantial progress and has clearly demonstrated the success of its "docking station" model whereby the Company sits at the interface between the NHS and pharmaceutical companies.

Important milestones that have been achieved since flotation include:

NHS patient dataset IPO milestone exceeded. Sensyne has grown the size of its real-world patient data set to approximately 6.1 million unique patient records from 474,000 records at the time of IPO. This has been accomplished through the signing of Strategic Research Agreements and data sharing agreements with NHS Trusts to provide access to anonymised patient records, used to develop clinical AI tools that improve patient care and accelerate medical research for the life science industry.

Launch of remote monitoring products. Sensyne has successfully launched in the UK BPm-Health, a remote monitoring system for the management of blood pressure; GDm-Health, a remote monitoring system for management of diabetes in pregnancy; and CVm-Health, a monitoring of COVID-19 related symptoms.

Entering collaboration agreements with major pharmaceutical companies. Sensyne has entered into multiple agreements with major pharmaceutical companies. This includes a two-year collaboration agreement worth £5 million with Bayer to accelerate the development of new treatments for stroke and cardiovascular disease using clinical AI; a second agreement with Bayer on a new UK AI "Lifehub" for data driven drug discovery, disease detection and diagnosis; signing a research agreement with Roche to apply AI for clinical trial design; signing an collaboration agreement with Alexion to study the prevalence and outcomes of patients in certain disease areas; and a research collaboration signed with Bristol Myers Squibb.

Preparation for launch of products into the US. Sensyne has signed an agreement with Cognizant to support the sale of digital health software products in the United States. The first commercial product to be marketed in the US will be the GDm-Health product and its launch is expected imminently.

Research agreement with the UK MHRA. Sensyne and the UK Medicines and Healthcare products Regulatory Agency ("MHRA") signed a formal research agreement to contribute to the development of methods to validate software algorithms used in digital health.

Response to COVID-19. Sensyne developed and launched new software products and clinical algorithms to support the UK's response to the COVID-19 pandemic including CVm-Health. The Company has made its BPm-Health and GDm-Health remote monitoring products available to the UK NHS free of charge for 12-months during the pandemic. Sensyne is also supporting the FACTS study at the University of Oxford, which is assessing the feasibility of regular testing of university staff and students. 

Creation of a Clinical AI algorithm engine

Sensyne has developed and launched SENSE, a clinical algorithm engine, created in partnership with Microsoft, and signed an agreement with Chelsea & Westminster Hospital NHS Foundation Trust for the first SENSE-generated algorithm to be used for COVID-19. The Company is also developing capabilities in the use of machine learning and artificial intelligence to analyse computer images including algorithms able to interpret these images to aid clinical decision-making.

Strengthening of the senior management team. New appointments have been made that bring additional experience and expertise to strengthen the Company's senior management team. These include the appointment of a Chief Operating Officer who brings NHS and global technology company experience; President of North America to lead the expansion of Sensyne into the United States; Chief Investment Officer with investor relations experience in the UK and US; and a General Counsel and Company Secretary who brings significant experience of pharma and corporate governance.

The Company is now positioned at the forefront of the global shift towards big data analytics and clinical AI that has been accelerated due to the COVID-19 pandemic. Sensyne has the opportunity to capitalise on its present leadership position and create further value for patients, the NHS and shareholders by investing to expand its capabilities to serve both the healthcare and life sciences sectors as they adopt clinical AI tools; cementing its leadership position in the UK and raising its profile in the US through the strategic collaboration with Phesi, Inc.

Validation of the Sensyne model

Since flotation in 2018, Sensyne has implemented its "docking station" business model that positions the Company as the bridge between the NHS Trusts and the life science industry within an ethical, fair and transparent information governance framework based upon the use of de-identified, anonymised patient data. In this way, it has been able to unlock the value of NHS patient data for medical research without compromising patient confidentiality and by providing a shared financial return back to the NHS. The Company has achieved this by entering into a total of 9 strategic research agreements with NHS Trusts in England and Scotland (6 more in addition to the 3 at IPO) and growing its database of anonymised individual patient records more than 12-fold to approximately 6.1 million from 474,000. The Directors believe this dataset will, on creation of the SENSIGHT platform, be one of the most valuable of its type in the world comprising most scale in its size and depth in the longitudinal nature of the patient records that it contains, encompassing the full scope of modern medical practice. This increasingly valuable data asset has enabled the Company to sign commercial research agreements with global pharmaceutical companies including Bayer (including a two-year contract worth £5 million), Roche, Alexion and Bristol Myers Squibb.

The significant increase in the size of the database, the number of NHS Trusts working with Sensyne and the global pharmaceutical companies approaching Sensyne all validate the Company's unique partnership model in clinical AI.

A fundamental tenet of the Company's business philosophy, and a key differentiating factor from its competition, is that the revenues flowing to Sensyne from the pharmaceutical clients are shared with those NHS Trusts whose anonymised patient data played a role in the medical research discoveries.

The Impact of the COVID-19 pandemic on healthcare

The COVID-19 pandemic has had a dramatic impact on the provision of healthcare and undertaking of medical research and development. Face-to-face healthcare has been curtailed due to concerns around infection control whilst there has been dramatic disruption to the running of clinical trials with approximately 80% of non-COVID-19 clinical studies being stopped or delayed. The pandemic is accelerating the interest in and adoption of digital medicine in both the healthcare and pharmaceutical sectors to improve healthcare outcomes and support research and development.

The pandemic, combined with the validation of Sensyne's business model over the past two years, has created an excellent opportunity for the Company to capitalise on the use of digital technology as a part of the future provision of healthcare and medicines development. Sensyne has the opportunity to (i) place itself at the forefront of enabling clinicians and other healthcare practitioners to make better decisions with the help of AI-powered tools, and (ii) deploy Clinical AI to discover new medicines, to inform the planning and running of clinical trials and to identify substantial cost and efficiency savings to the wider pharmaceutical industry, while improving the likelihood of new medicines reaching patients.

Industrialising and scaling the Sensyne model to accelerate future growth

To capitalise on this opportunity that has been created by the pandemic, Sensyne must invest in the industrialisation and scaling of its healthcare and life science platforms which are expected to drive significant revenue growth and economies of scale. The Company believes that it can be at the forefront of changes catalysed by the pandemic and continue to deliver its mission of being the company that is at the forefront of the ethical application of clinical AI, improving patient care and accelerating medical research.

There are three core parts to achieving this ambition:

i) growth in the Company's real-world patient datasets in the UK and elsewhere, including in the US;

ii) development of SENSIGHT as a real-world data analytics platform to develop new offerings for the pharmaceutical industry; and

iii) development of SENSE as a clinical AI engine to support the healthcare provider/payer sector with real-time clinical decision making to improve patient outcomes and improve operational efficiencies.

a. Increasing the size of Sensyne's real-world Patient dataset

Central to Sensyne's industrialisation plan is the growth of its real-world anonymised patient data sets. The Company is targeting growth in its NHS patient datasets from the current approximately 6.1 million individual patient records, circa 10% of the UK population, to c.12.5 million by the end of December 2022. This enlarged figure represents approximately 20% of the UK population and provides the critical mass to expand its clinical tools offering to the wider pharmaceutical industry to target involvement in post-approval Phase 4 clinical trials that can support reimbursement strategies and enhance research into rare diseases that requires access to a larger data library. The Company is currently in discussions with multiple other NHS Trusts who have access to an aggregate of approximately 27 million individual patients.

Furthermore, Sensyne is targeting procurement of a therapeutically targeted patient data set of approximately 5 million unique records from non-UK countries including the United States. These additional records are intended to provide greater geographical diversity within the datasets that will support the regulatory requirements in different jurisdictions including the Food and Drug Administration in the United States. The target is to procure this international set of patient records by the end of December 2022.

b. SENSIGHT™: A platform to power drug discovery and clinical development for success

Sensyne is developing SENSIGHT for the life science industry, a real world data analytics platform that can integrate anonymised patient data sets across a large number of sources including NHS Trusts to provide access to fully anonymised data to support all stages of research and development from drug discovery through to clinical trials and post market approval and drug launch.

SENSIGHT will be industrialised to enable Sensyne to scale and productise its offering and move away from the current fee for service approach of developing bespoke product offerings for pharmaceutical companies on a case-by-case basis. SENSIGHT will standardise Sensyne's anonymised patient data sets enabling the Company to accelerate the generation of outputs, enhance existing products and offer new ones to the life science industry. For example, SENSIGHT will be able to support the development of synthetic control arms for use in Phase 2 and Phase 3 clinical trials and drug target identification across a range of therapeutic areas. Synthetic control arms are a form of hybrid clinical trial where randomised control arms can be combined with real world arms (active or placebo controlled).

The clinical trial optimisation space is a substantial market opportunity for Sensyne. The clinical trials market is estimated to be worth $46.8 billion in 2019 and grow to nearly $70 billion by 2027. Clinical development costs per drug alone are estimated to be $965 million yet there is only an approximate success rate of 19% on reaching the market post completion of Phase 1 clinical trials. The reasons for this high attrition rate in clinical trials includes flawed trial design, inappropriate endpoints, underpowered studies and failure to recruit sufficient patients. The SENSIGHT platform aims to support pharmaceutical companies to overcome these issues, along with having potential utility to analyse the performance of drugs in the wider population post regulatory approval. There are also ethical arguments for increased use of synthetic control arms in clinical trials in certain disease situations where a patient's health would be expected to deteriorate if placed in the placebo arm of the trial. The use of synthetic clinical trials is gaining traction with the regulatory authorities with real-world evidence having supported the approvals of drugs including Bavenicio by Pfizer and Yescarta by Gilead.

A crucial feature of SENSIGHT will be the significant increase in speed of interrogating these data to generate outputs for pharmaceutical clients. Currently, responding to questions about available categories of data can take several weeks with clinical AI answers taking months to produce. SENSIGHT will dramatically reduce these timescales to seconds and weeks allowing Sensyne to respond to the needs of pharmaceutical clients much more quickly and improving the attractiveness to pharmaceutical companies of its product offering. SENSIGHT will leverage Sensyne's partnership with Microsoft whereby their technology platform will provide state of the art cyber security and data processing efficiency, along with the ability to cope with processing data sources in multiple different languages.

c. SENSE™: Enabling better clinical decision making to improve patient outcomes

An important development within the Sensyne business has been the development and launch of the SENSE platform. This clinical algorithm engine has emerged as a new part of the software products business during 2020 following a collaboration with the Chelsea and Westminster NHS Foundation Trust and it is expected to form a significant component of the Company's future business. Sensyne believes that the potential commercial opportunity for SENSE is substantial and the planned investment will support the platform's rapid expansion, whilst simultaneously benefiting from the increasing size of the Company's real-world patient datasets.

SENSE generates AI algorithms, which are called SYNEs, for real-time decision support across multiple medical conditions. SYNEs provide clinicians and health systems with insights derived from the analysis of real-world data using machine learning techniques. Trained on these data, SYNEs can then be applied to other health systems to improve clinical care and improve operational efficiency. There is also opportunity for development of SYNEs to help clinicians interpret diagnostic and imaging tests. Operational and administrative focused algorithms will not require regulatory approval and have potential for faster deployment to market, while the clinical based algorithms are classified as medical devices and require regulatory approval. Algorithms that improve administrative operations and clinical workflow is a growing market that is currently valued at $19.5 billion globally, with the US market worth approximately $7.9 billion.

SENSE has been created in partnership with Microsoft and is based upon the use of their Azure cloud technology and state of the art machine learning database and visualisation tools that enables SENSE to be deployed globally and across multiple languages. Sensyne also intends to go to market via a co-sell agreement, making the most of the combined capabilities. Sensyne plans to launch the SENSE platform into the United States by the end of the current financial year.

Phesi Strategic Collaboration

Sensyne has agreed to enter an exclusive strategic collaboration with the US based private company Phesi, Inc. ("Phesi"), to provide a combined offering of clinical trial data and real-world data in synthetic clinical trial arms and clinical decision support tools. This strategic collaboration, which is conditional upon completion of the Placing, will also enhance Sensyne's strategy of industrialising and scaling its SENSIGHT platform as Phesi has done with its own platform.

Sensyne benefits from a complementary rich clinical trial database and analytics tools

The transaction with Phesi provides Sensyne with the benefit of a different type of data set: anonymised global clinical trials data and clinical investigator site information. Phesi has curated a large clinical trial database of approximately 13.5 million patient records from an estimated 320,000 global clinical trials that have completed since 2007. Phesi has developed a clinical trial analytics platform, including a clinical trial investigator site management tool called ClinSite, which is used to improve the design and efficiency of any clinical programme across all phases of development and multiple therapeutic areas.

This highly structured clinical trial data is very complementary to Sensyne's real-world patient data that focuses on longitudinal data, that is patient data generated over the lifetime of each individual as they progress through the healthcare system. The Phesi data also provide coverage across a broad range of therapeutic areas and can be deployed to improve clinical trial protocol development and provide better identification of patients for inclusion in clinical trials.

The clinical trials market is a multibillion-dollar part of the drug development process yet the high costs invested into clinical studies are associated with high failure rates (see also the paragraph above entitled: SENSIGHT™: A platform to power drug discovery and clinical development for success for further details.) The combination of the Phesi clinical trial data with Sensyne's real-world data will provide an enhanced offering to pharmaceutical companies to improve the likelihood of success in their studies by optimising clinical trial design upfront. This will typically be achieved through better selection of enrolment criteria, protocol development, site selection and patient population. There is also an ethical argument for increased use of synthetic control arms in clinical trials in certain situations. For example, clinical trials in late-stage cancers or progressive genetic disorders where a patient's health would deteriorate were they to receive a placebo rather than the investigational treatment.

Proven track record

Phesi is a small, privately-owned, profitable company based in Connecticut, United States. The company's mission is to enable data driven drug development and commercialisation using predictive analytics to improve development plans, protocol design and execution across all phases of clinical development and a range of indications, including rare diseases, partnering with life science companies to deliver novel therapies faster and with cost savings.

With a proven track record in delivering efficiencies in clinical trials, Phesi has a strong list of clients having worked with multiple blue-chip pharmaceutical and biotechnology companies. This strategic collaboration will accelerate Sensyne's plans to develop a presence in the US by providing access and connections into US pharmaceutical industry and the US healthcare system.

Phesi is led by a seasoned management team with experience in product development, clinical trials, data science and business development within life science and IT sectors. The founder and chief executive officer, Dr Gen Li, was previously Head of Productivity at Pfizer, and who has also worked at Pharmacia and Bristol Myers Squibb.

Summary of key terms of the collaboration pursuant to the Phesi Agreement

The Phesi Agreement comprises a strategic alliance agreement and a securities purchase agreement, both of which are conditional on completion of the Placing. Under the strategic alliance agreement, Phesi and Sensyne will collaborate on an exclusive basis to offer synthetic clinical trial arms and clinical decision support tools combining clinical trial data with real world data. The initial term of the exclusive strategic collaboration will be five years with an automatic renewal for successive two-year periods unless terminated. Joint projects with pharmaceutical company clients will be based on a revenue share model. Under the terms of the securities purchase agreement, Sensyne will make a $10 million equity investment into Phesi for 10% of its fully-diluted share capital, the proceeds of which are to be used for specific purposes aimed towards enhancing the Phesi clinical trials data analytics offering and activities that are connected to the strategic collaboration. The securities purchase agreement also provides that Lord Drayson will join Phesi's board of directors.

2. Use of Proceeds

The net proceeds of the Transaction alongside the Company's existing cash resources are intended to:

(i) Industrialise and scale the Sensyne data analytics capability by increasing access to anonymised patient datasets to c.17.5 million and build the SENSIGHT, a pharmaceutical R&D platform to analyse data more rapidly and cost effectively to enhance future revenue growth - £10.0 million;

(ii) Enter into exclusive strategic collaboration with Phesi including the equity investment in Phesi - £10.0 million;

(iii) Develop the SENSE platform into an expanded offering for global healthcare providers and payers to supply AI-powered tools - £6.5 million; and

(iv) Strengthen the Company's balance sheet for partnering discussions with pharmaceutical and biotechnology companies and general corporate purposes.

3. Current trading and outlook

The Company has performed robustly during 2020 despite the widespread disruption caused to global healthcare systems and parts of the pharmaceutical industry, particularly clinical trials, by the COVID-19 pandemic. Sensyne has a strong and growing reputation in the pharmaceutical industry having entered into agreements with Bayer, Roche, Alexion and Bristol Myers Squibb. The Company's anonymised patient record dataset to which the Company has access has recently grown to 6.1 million records and is recognised by current and potential pharmaceutical partners as an increasingly important tool for pharmaceutical research.

The Company entered into a two-year collaboration with Bayer worth £5 million in July 2019 to develop new treatments for cardiovascular disease using the Company's clinical AI. The Company has made good progress on this project and continues to discuss additional collaboration projects with Bayer that are now feasible with the Company's significantly increased patient dataset. The Company is also in discussions with other pharmaceutical companies as part of its active business development pipeline and expects to enter into new research collaboration agreements.

Sensyne's first remote monitoring products were successfully launched in the UK and the Company intends to launch GDm-Health, its remote monitoring software product for diabetes in pregnancy, into the US market imminently in collaboration with its non-exclusive sales and marketing partner, Cognizant. This launch follows the clinical evaluation of the product by Jefferson Health and builds on the product's success in the UK where it has achieved approximately 50% market share in NHS England and has helped to care for over 13,000 babies to diabetic mothers since its launch in November 2018.

Sensyne is at the heart of a fundamental shift in the healthcare and life sciences sectors towards greater use of big data analytics and clinical AI, which has been accelerated by the COVID-19 pandemic. The pandemic has removed many of the barriers to adoption and has accelerated opportunities for Sensyne due to an unprecedented increase in the adoption of digital health solutions in the healthcare sector, and in the highly data-driven clinical trials and pharmaceutical research industry. There is now greater demand within healthcare systems for remote monitoring products that enable better clinical decision-making and resource allocation. The pandemic also caused delays or stoppages to approximately 80% of non-COVID-19 related clinical trials and has catalysed an acceleration by the pharmaceutical industry to look at tools that can improve clinical trial efficiency and performance. Building on its proven model, the proposed investments into the industrialisation of our datasets to power the SENSIGHT and SENSE platforms, as well the strategic collaboration with Phesi, will allow Sensyne to capitalise fully on the expanding number and range of commercial opportunities ahead of it.

Current financial performance and outlook for FY21

The Company's Discovery Sciences operations are currently performing strongly, and accordingly the Directors expect this division to contribute a significant proportion of the total revenues for the year ending 30 April 2021 ("FY21"). This represents a change to the expected revenue mix at the beginning of FY21, due to the delays the pandemic has caused to the launch of software products in the US and the Company's strategic decision to make its software free to use by the NHS for a 12-month period.

The Company generated unaudited revenues of £2.3 million in the six months ended 31 October 2020. This exceeds the revenues generated during the full previous financial year and shows the positive trajectory of revenue growth within the business. Whilst FY21 is weighted to the second half, the Company's ongoing contracts and business development activities provide confidence in meeting consensus revenue estimates for FY21.

The unaudited research and development expenditure in the first half of FY21 was £7.7 million compared to £5.2 million for the six months ended 31 October 2019. Research and development expenditure is expected to be lower during the second half of the current financial year compared to the first half (excluding the anticipated investment) due to one-off investments into SENSE research activities, software products and IT support for the NHS Trusts in the first half.

The unaudited adjusted operating loss for the six months ended 31 October 2020 was £9.8 million compared to £7.4 million for the six months ended 31 October 2019. Cash and cash equivalents were £18.6m (unaudited) as at 31 October 2020 compared to £31.7 million as at 30 April 2020. The cash outflows are expected to be higher in the first six months of FY21 compared to the second half due to the additional research and development costs described above combined with a one-off negative movement in working capital related to legal costs.  The Company's financial results for the six months ended 31 October 2020 that are included in this document are preliminary figures and are subject to further revision and completion of its auditors interim review.

Impact of the investment and strategic collaboration on future financial performance

The Directors' confidence in the business is underpinned by the strong performance through the pandemic, the significant interest from pharmaceutical partners, and a clear plan for launch of software products and SENSE algorithms in the US.

The efficiency benefits of the proposed investments coupled with the enhanced offering created through the exclusive strategic collaboration with Phesi are expected to accelerate revenue growth and significantly improve gross margin and operational efficiencies across the business from the start of the financial year ending 30 April 2022 ("FY22").

Discovery Sciences revenues in FY22 and beyond are anticipated to accelerate through a more efficient business development process that results from investing in the industrialisation and scaling of the Company's data platform, SENSIGHT, and the enhanced offering with Phesi. This investment will lead to new pharmaceutical contracts combined with the potential to extend existing collaborations with partners.

SENSE revenues in FY22 and beyond are anticipated to accelerate through enhanced business development activities in the US in particular and following regulatory approval of Sensyne's first clinical decision-making algorithm in the US expected before the end of the current financial year. The Company believes the SENSE platform, which will leverage its unique and growing real-world patient dataset, will result in a highly compelling offering to healthcare providers, payers, insurers and other channel partners. The Company has assessed the total addressable market for clinical and operational predictive algorithms to be worth $19.5 billion globally, and $7.9 billion in the US alone, growing at a rate of over 40% per annum.

Changes to future revenue segment analysis

As a result of the current strong performance of Discovery Sciences and expected future performance of the SENSE platform, the Company intends to update the way it reports its various sources of revenue. From FY22 Sensyne intends to report revenues for SENSE and software products separately to reflect the potential of SENSE to target a broader market beyond healthcare providers.

4. Details of the Fundraising

Structure of the Placing

The Directors gave careful consideration to the structure of the Fundraising and concluded that the Placing, together with the Subscription and the Open Offer, was the most suitable option available to the Company and its Shareholders at this time. The Directors considered that the accelerated bookbuilding process enabled the Placing to be carried out quickly and at the most suitable price for the Company. The Placing was made available to certain eligible existing institutional shareholders and certain new institutional investors to raise gross proceeds of approximately £24.64 million.

The Placing Shares are not being made available to the public and none of the Placing Shares is being offered or sold in any jurisdiction where it would be unlawful to do so.

The allotment and issue of the Placing Shares is conditional on, amongst other things, the approval by Shareholders of the Resolutions required for the Directors to allot the Placing Shares and for statutory pre-emption rights to be disapplied in respect of such allotments. The Resolutions to be proposed at the General Meeting contain the relevant approvals required for the Placing.

Principal Terms of the Placing

Peel Hunt and Liberum, as agents for the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Placing Price by way of an accelerated bookbuild process on and subject to the terms of the Placing Agreement. Placees who apply to subscribe for the Placing Shares do so on the basis of the Terms and Conditions of the Placing set out in Appendix II to this Announcement. The Placing is not underwritten.

Under the Placing Agreement, the Company has agreed to pay to the Joint Bookrunners a commission based on the aggregate value of the Placing Shares placed at the Placing Price, together with the costs and expenses incurred in relation to the Placing together with any applicable VAT.

No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Subscription

All of the directors of the Company and certain senior managers of the Company have indicated that they intend to participate in the Subscription by entering into subscription letters with the Company pursuant to which they will subscribe for the Subscription Shares, contributing approximately £364,000 million in aggregate.

Proceeds of the Placing and the Subscription

The issue of the New Shares pursuant to the Placing and the Subscription is intended to raise £25 million (before expenses). It is expected that the proceeds of the Placing and the Subscription will be received by the Company by 5 January 2021.

The Open Offer

The Open Offer is being made of up to 2,735,564 Open Offer Shares at the Placing Price on the basis of 1 Open Offer Share for every 47 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date.

Application for Admission

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. Subject to, amongst other things, Shareholder approval of the Resolutions at the General Meeting, Admission is expected to take place, and dealings in the New Shares on AIM are expected to commence, at 8.00 a.m. on 5 January 2021 (or such later time and/or date as may be agreed between the Company, the Joint Bookrunners, being no later than 8.00 a.m. on 15 January 2021). No temporary documents of title will be issued.

Conditionality

The Placing and the Subscription are conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Placing Agreement is conditional, amongst other things, upon the following:

· the Phesi Agreement having been entered into by the parties thereto and there having occurred no default or breach of any of its terms and no event having arisen which gives a party thereto a right to terminate the Phesi Agreement;

· the posting of the Circular (including the notice of General Meeting) and form of proxy to shareholders of the Company, in each case by not later than 5.30 p.m. on 11 December 2020 (or such later time and/or date as may be agreed in writing between the Company and the Banks);

· the passing without amendment of the Resolutions at the General Meeting;

· the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

· the Company having complied with its obligations under the Placing Agreement to be performed on or prior to Admission and not being in breach of the Placing Agreement (save to the extent not material in the context of the Placing and/or Admission);

· there not having occurred any Material Adverse Change (as such term is defined in the Placing Agreement) at any time prior to Admission; and

· Admission occurring by 8.00 a.m. on 5 January 2021 or such later time and date (being not later than 8.00 a.m. on 15 January 2021) as the Banks and the Company may agree in writing.

If the conditions set out above are not satisfied or waived (where capable of waiver), the Placing and the Subscription will lapse and the New Shares will not be allotted and issued and no monies will be received by the Company from investors in respect of the New Shares.

The Subscription and the Open Offer are conditional on the Placing, but the Placing is not conditional on either the Subscription of the Open Offer.

Effect of the Fundraising

The New Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of this document and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Qualifying Shareholders who do not take up their Open Offer Entitlements in full will experience a dilution to their interests of approximately 19 per cent. following Admission (assuming full take up under the Open Offer).

5. The Placing Agreement

Pursuant to the terms and subject to the conditions of the Placing Agreement, the Joint Bookrunners, as agents for the Company, have agreed to use their reasonable endeavours to procure Placees to take up the Placing Shares, at the Placing Price. The Placing Agreement is conditional upon, amongst other things, the conditions set out in Section 4 above.

The Placing Agreement contains customary warranties given by the Company in favour of the Joint Bookrunners in relation to, amongst other things, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify the Joint Bookrunners (and their Affiliates) in relation to certain liabilities which they may incur in respect of the Placing and the Subscription.

The Joint Bookrunners have the right to terminate their obligations under the Placing Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a Material Adverse Change or any material development in or with respect to the investigation by AIM mentioned at Section 6 below or if the Placing Agreement does not become unconditional, the Joint Bookrunners may terminate their obligations under the Placing, in which case the Placing will terminate and the New Shares will not be issued.

6. AIM

The Company is under regulatory investigation for potential breaches of the AIM Rules relating to certain bonuses paid to directors in December 2018. There can be no assurance (i) as to when the investigation will conclude or (ii) that the investigation, when concluded, will not result in sanctions that could have an adverse impact on the Company.

7. General Meeting

The Directors do not currently have authority to allot all of the New Shares and, accordingly, the Board is seeking the approval of Shareholders, at the General Meeting, to allot the New Shares.

The General Meeting of the Company, notice of which is set out at the end of this document, is to be held at 11 am on 4 January 2021. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions in order to approve, inter alia, the authorities required to allot and issue the New Shares.

In light of the social distancing measures imposed by the UK Government as a result of the current COVID-19 pandemic, the General Meeting will be held virtually as a closed meeting with the minimum number of members legally required to be present. Members will not be permitted to attend in person therefore they should appoint the chairman of the General Meeting as their proxy.

A summary and explanation of the Resolutions is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the Notice of General Meeting in Part II of the Circular.

Resolution 1 - an ordinary resolution to authorise the Directors to allot relevant securities for the purposes of section 551 of the Act provided that such power be limited to the allotment of the New Shares pursuant to the Transaction.

Resolution 2 - a special resolution to authorise the Directors to allot equity securities for cash, pursuant to the authority conferred on them by Resolution 1, and to dis-apply statutory pre-emption rights in respect of the allotment of such shares, as if section 561 of the Act did not apply to such allotment, provided that such power shall be limited to the allotment of the New Shares pursuant to the Transaction. This Resolution is conditional upon the passing of Resolution 1.

The authorities and the powers described in Resolutions 1 and 2 will (unless previously revoked or varied by the Company in general meeting) expire on the date which is three months from the passing of such Resolutions. The authority and the power described in Resolutions 1 and 2 are in addition to any like authority or power previously conferred on the Directors.

8. Action to be taken

Enclosed with the Circular shall be a Form of Proxy for use at the General Meeting.

In light of the social distancing measures imposed by the UK Government as a result of the current COVID-19 pandemic, the General Meeting will be held virtually as a closed meeting with the minimum number of members legally required to be present. Members will not be permitted to attend in person therefore they should appoint the chairman of the General Meeting as their proxy.

You are requested to complete, sign and return the Form of Proxy to the Company's Registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received as soon as possible and, in any event, in accordance with the timetable detailed in the Circular.

Shareholders who hold their Ordinary Shares through a nominee should instruct their nominees to submit a Form of Proxy on their behalf.

9. Recommendation

The Directors consider that the Transaction and the passing of the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of all of the Resolutions, as they intend to do in respect of their beneficial holdings of an aggregate of 37,595,553 Existing Ordinary Shares, representing approximately 29.2 per cent. of the Existing Ordinary Shares.

The Transaction is conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not passed at the General Meeting, the Transaction and the Phesi collaboration will not proceed.

Yours faithfully

Sir Bruce KeoghNon-Executive Chairman

APPENDIX II: TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

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

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED JURISDICTION (AS DEFINED BELOW) OR ELSEWHERE.

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or any other Restricted Jurisdiction (as defined below) or any jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa (each a "Restricted Jurisdiction") or any jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Peel Hunt LLP ("Peel Hunt") or Liberum Capital Limited ("Liberum" and, together with Peel Hunt, the "Banks") or any of their respective Affiliates or any of their respective agents, directors, officers or employees (collectively "Representatives") which 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 distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, any such restrictions.

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

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Bank or any of its Affiliates or Representatives 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 party or its advisers, and any liability therefore is expressly disclaimed.

Each Bank is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company or the Banks or any of its or their respective Affiliates or Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given, will (i) be deemed to have read and understood this Announcement in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants and acknowledges that:

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

(b) if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, it understands the resale and transfer restrictions set out in this Appendix and that any Placing 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 circumstances which may give rise to an offer of securities to the public, other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each such proposed offer or resale;

(c) it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and

(d) except for a limited number of "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") who have executed and delivered to the Company and the Banks an Investor Representation Letter substantially in the form provided to it, (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Defined terms used but not defined in this Appendix are set out in Appendix III.

Bookbuild

Following this Announcement, the Banks will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

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

Details of the Placing Agreement and of the Placing Shares

Peel Hunt and Liberum are acting as joint bookrunners in connection with the Placing. The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Bank has agreed, each as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the Bookbuild and as set out in the Placing Agreement. The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and the Banks recording the final details of the Placing (the "Placing Terms"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Banks. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the Closing Date. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

Application for listing and admission to trading

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on AIM ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 5 January 2021 or such later time and date (being not later than 8.00 a.m. on 15 January 2021) as the Banks and the Company may agree.

Participation in, and principal terms of, the Placing

1. The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Banks. Each Bank and its Affiliates are entitled to enter bids in the Bookbuild as principal.

2. The Bookbuild, if successful, will establish the Placing Price payable to the Banks by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Banks and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Placing Results Announcement").

3. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Bank. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for either at 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 7 below.

4. The Bookbuild is expected to close no later than 6.00 p.m. (London time) on 8 December 2020 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 Bookbuild has closed.

5. Each Placee's allocation will be agreed between the Banks and the Company and will be confirmed to Placees orally or in writing by the relevant Bank following the close of the Bookbuild. Subject to paragraph 8 below, that oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Bank and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the relevant Placing Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's corporate documents.

6. Each Placee's allocation and commitment will be evidenced by a contract note and/or trade confirmation issued to such Placee by the relevant Bank. The terms of this Appendix will be deemed incorporated by reference therein.

7. Subject to paragraphs 2 and 3 above, the Banks will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstanding paragraphs 3 and 4 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Banks.

8. The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each Placee of an Investor Representation Letter substantially in the form provided to it.

9. A bid in the Bookbuild 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 consent of the relevant Bank, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for. Each Placee's obligations will be owed to the relevant Bank.

10. Except as required by law or regulation, no press release or other announcement will be made by either Bank 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.

11. 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".

12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver 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".

13. By participating in the Bookbuild, each Placee agrees 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 after confirmation (oral or otherwise) by a Bank.

14. To the fullest extent permissible by law, neither Bank nor any of its Affiliates or Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Bank nor any of its Affiliates or Representatives shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and their respective Affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Banks under the Placing Agreement are conditional on certain conditions, including, amongst other things:

(a) the Placing Terms having been executed by the Company and the Banks by not later than 4.30 p.m. on 9 December 2020 (or such later time and/or date as may be agreed in writing between the Company and the Banks);

(b) the Phesi Agreement having been entered into by the parties thereto and there having occurred no default or breach of any of its terms and no event having arisen which gives a party thereto a right to terminate the Phesi Agreement;

(c) the posting of the Circular (including the notice of General Meeting) and form of proxy to shareholders of the Company, in each case by not later than 5.30 p.m. on 11 December 2020 (or such later time and/or date as may be agreed in writing between the Company and the Banks);

(d) the passing without amendment of the Resolutions at the General Meeting (or such later time and/or date as may be agreed in writing between the Company and the Banks) and such Resolutions remaining in full force and effect;

(e) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(f) the Company having complied with its obligations under the Placing Agreement to be performed on or prior to Admission and not being in breach of the Placing Agreement (save to the extent not material in the context of the Placing and/or Admission);

(g) in the opinion of a Bank (acting in good faith), there not having occurred any Material Adverse Change (as such term is defined in the Placing Agreement) at any time prior to Admission; and

(h) Admission (in so far as it relates to the placing shares) occurring by 8.00 a.m. on 5 January 2021 or such later time and date (being not later than 8.00 a.m. and 15 January 2021) as the Banks and the Company may agree in writing.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Banks by the relevant time or date specified (or such later time or date as the Banks and the Company may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse 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 or on behalf of the Placee (or any person on whose behalf the Placing is acting) in respect thereof.

The Banks may, at their discretion and upon such terms and conditions as they think fit, extend or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement (other than those conditions described in (a), (c), (d), (e) and (h) above may not be waived). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Bank nor any of its Affiliates or Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it 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.

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

Termination of the Placing Agreement

At any time before Admission, the Banks are entitled to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst others:

(a) there has, in the opinion of a Bank (acting in good faith) been a breach by the Company of any of the warranties contained in the Placing Agreement; or

(b) any statement of a material fact contained in the Placing Documents (as defined in the Placing Agreement) has, in the opinion of a Bank (acting in good faith), become or is discovered to be untrue, inaccurate or misleading; or

(c) any matter has arisen or has been discovered which, if the Placing Documents (as defined in the Placing Agreement) were to be issued at that time, would, in the opinion of a Bank (acting in good faith), constitute an omission of a material fact therefrom; or

(d) there has been any development in or with respect to the AIM Investigation or its subject matter which, in the opinion of a Bank (acting in good faith) is material in the context of the Placing, the marketing or distribution of the Placing Shares and/or Admission; or

(e) there has, in the opinion of a Bank (acting in good faith), been a Material Adverse Change (as such term is defined in the Placing Agreement); or

(f) upon the occurrence of certain force majeure events.

If circumstances arise that would allow a Bank to terminate the Placing Agreement, it may nevertheless determine to allow Admission to proceed. In addition, if only one Bank gives notice to terminate the Placing Agreement in circumstances where both are able, the Bank who did not give such notice may allow Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the Bank who has given notice to terminate.

By participating in the Placing, Placees agree that the exercise or non-exercise by a Bank of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of such Bank or for agreement between the Company and such Bank (as the case may be) and that neither the Company nor the Banks need make any reference to, or consult with, Placees and that none of the Company, the Banks nor any of their respective Affiliates or Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

No prospectus

No offering document, prospectus, offering memorandum or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the contract note and/or trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Company and each Bank that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or either Bank or its Affiliates or any other person and neither Bank nor the Company nor any of their respective Affiliates or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees 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 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 or limit the liability of any person for fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Banks that, between the date of the Placing Agreement and the date which is 120 calendar days after the Closing Date, it will not, without the prior written consent of the Banks (such consent not to be unreasonably withheld or delayed), enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Banks and the Company and a specific carve-out in relation to strategic research agreements the Company enters into or has entered into with NHS Trusts in the ordinary course of its business.

By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Banks and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BYV3J755) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. The Company and the Banks reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, including in certificated form, 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.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note and/or trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. In relation to Peel Hunt, Placees should settle against CREST Participant ID: 546. In relation to Liberum, Placees should settle against CREST ID: 7BUAG. It is expected that such contract note and/or trade confirmation will be despatched on or around 09 December 2020 and that this will also be the trade date.

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 relevant Bank or as otherwise as such Bank may direct.

The Company will deliver the Placing Shares to CREST accounts operated by Peel Hunt and Liberum as agent for and on behalf of the Company and each of Peel Hunt and Liberum will enter its delivery (DEL) instruction into the CREST system with respect to its Placees. Each of Peel Hunt and Liberum will hold any Placing Shares delivered to its CREST account as nominee for its Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to the Placee against payment.

It is expected that settlement will be on 5 January 2021 on a T+1 basis in accordance with the instructions given to the Banks.

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 agrees that, if it does not comply with these obligations, the Banks 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 shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. The foregoing is without prejudice to any cause of action the Banks may have against a defaulting Placee.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the contract note and/or 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 UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Bank nor the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each Bank (in its capacity as a joint bookrunner and as a placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2. no offering document, prospectus, offering memorandum or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3. that the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the Market Abuse Regulation (EU) No. 596/2014 ("MAR"), the AIM Rules for Companies and applicable laws (the "Exchange Information"), and that it is able to obtain or access such information;

4. neither Bank nor the Company nor any of their respective Affiliates or Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than the material and information contained in this Announcement, nor has it requested either Bank, the Company, any of their respective Affiliates or Representatives or any person acting on behalf of any of them to provide it with any such material or information;

5. unless otherwise specifically agreed with the Banks, it and/or the person on behalf it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

6. the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

7. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that neither Bank nor any of its Affiliates or Representatives nor any person acting on its or their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

8. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, it received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by either Bank or the Company or any of their respective Affiliates or Representatives or any person acting on its or their behalf and neither Bank nor the Company nor any of their respective Affiliates or Representatives 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;

9. it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and neither Bank nor any of its Affiliates have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

10. it has not relied on any information relating to the Company contained in any research reports prepared by either Bank, any of its Affiliates or any person acting on its or their behalf and understands that (i) neither Bank nor any of its Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) neither Bank nor any of its Affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

11. (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

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

13. it (and any person acting on its behalf) is entitled to subscribe for, the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in either Bank, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

14. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

15. it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for verification of identity, the relevant Bank has not received such satisfactory evidence, the Banks may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the relevant Bank will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

16. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to each Bank and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

17. if in a member state of the EEA, it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation;

18. if in the United Kingdom, it and any person acting on its behalf is a Qualified Investor: (i) who falls within the definition of "investment professional" in Article 19(5) of the Order; or (ii) who falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

19. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

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

21. where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such account;

22. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

23. if it is acting as a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to the proposed offer or resale;

24. 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 Placing Shares to persons in the United Kingdom, except to Relevant Persons 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;

25. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors 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 EEA within the meaning of the Prospectus Regulation;

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

27. it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;

28. if it has received any "inside information" as defined in MAR about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;

29. (i) it (and any person acting on its behalf) has the funds available to pay for, and has the capacity and authority and is otherwise entitled to purchase, the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, either Bank, any of their respective Affiliates or any person acting on behalf of any of them being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) the subscription for the Placing Shares by it (or any person acting on its behalf) will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

30. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other persons or sold as either Bank may in its discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest, fines or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;

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

32. neither Bank nor any of its Affiliates or Representatives nor any person acting on its or their behalf, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of either Bank and neither Bank has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of either Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

33. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Bank, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Bank and their respective Affiliates and Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Bank who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

34. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including 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 Placing Shares (together with any interest chargeable thereon) may be taken by either Bank or the Company 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;

35. each of the Banks, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Bank on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each Bank and the Company to produce this 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 herein;

36. it will indemnify on an after-tax-basis and hold the Company, each Bank and their respective Affiliates and Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

37. it irrevocably appoints any director of the Banks as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

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

39. in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of either Bank; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to either Bank, any of its Affiliates or any person acting on its or their behalf for all or part of any such loss or losses it or they may suffer;

40. neither the Company nor either Bank owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions;

41. it may not rely on any investigation that either Bank or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and neither Bank has made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of either Bank for the purposes of this Placing;

42. it will not hold either Bank or any of its Affiliates or any person acting on its or 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) relating to the Group (the "Information") and that neither Bank or any person acting on its behalf 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;

43. in connection with the Placing, either Bank and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to either Bank or any of its Affiliates acting in such capacity. In addition, either Bank or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which such Bank or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Bank nor any of its Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

44. it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

45. the Placing Shares are being offered and sold on behalf of the Company (i) outside the United States in offshore transactions (as defined in Regulation S) pursuant to Regulation S under the Securities Act and (ii) in the United States solely to investors reasonably believed to be QIBs (as defined in Rule 144A under the Securities Act) in reliance upon an exemption from, or transaction not subject to, the registration requirements under the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a QIB which has duly executed and delivered to either Banks or its Affiliates an Investor Representation Letter substantially in the form provided to it.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and each Bank (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor either Bank will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Company nor either Bank are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Bank and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each Banks and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Bank is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with either Bank any money held in an account with such Bank 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 Banks' money in accordance with the client money rules and will be used by the relevant Bank in the course of its own business; and the Placee will rank only as a general creditor of that Bank.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to either Bank.

The rights and remedies of each Bank and the Company under the terms and conditions set out in this Appendix 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.

Each Placee may be asked to disclose, in writing or orally to each Bank: (a) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

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

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

Appendix III

Definitions

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

Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the UK. All references to "US$", "$" or "dollars" are to the lawful currency of the United States of America.