SLN.L Regulatory News (SLN)

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

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

2 April 2015

SILENCE THERAPEUTICS PLC("Silence Therapeutics" or the "Company")

Conditional Fundraising of approximately £40.0 million

Silence Therapeutics (AIM:SLN), the leading international RNA therapeutics company, is pleased to announce a conditional share issue to raise gross proceeds of approximately £27.3 million (before expenses), by way of a placing of 11,371,669 new ordinary shares of 5 pence each in the Company's capital ("Ordinary Shares") with new and existing institutional and other investors (the "Placing"), at a price of 240 pence per share (the "Issue Price"). The Issue Price represents a discount of 14.3 per cent. to the closing middle market price of 280 pence per Existing Ordinary Share on 1 April 2015, being the latest practicable date prior to this announcement. The Placing Shares have been conditionally placed by Canaccord Genuity and Peel Hunt (the "Joint Bookrunners") with new and existing institutional and other investors (the "Placees").

The Company has also granted an option to the Joint Bookrunners to procure subscribers for 5,294,998 new Ordinary Shares at the Issue Price (equal to £12.7 million in value) (the "Broker Option Shares") for the period from the date of this announcement to 7.00 p.m. on 30 April 2015 in order to satisfy additional demand from new or existing institutional investors (the "Broker Option"). The Joint Bookrunners have received expressions of interest from institutional investors in respect of the Broker Option Shares and the Board is confident that the Broker Option Shares will be subscribed for in full. Unless otherwise agreed by the Company, the Joint Bookrunners and the Placees, the Placing is conditional, inter alia, on the subscription in full of the Broker Option Shares.

The Placing and the Broker Option taken together are the "Fundraising".

Summary

· Placing Shares have been conditionally placed with new and existing institutional and other investors (the "Placees") to raise gross proceeds of approximately £27.3 million (before expenses)

· Broker Option to issue an additional 5,294,998 new Ordinary Shares at the Issue Price and pursuant to the same terms and conditions as the Placing

· Subject to the passing of the Resolutions at the General Meeting, application will be made to the London Stock Exchange for the Placing Shares and the Broker Option Shares to be admitted to trading on AIM on 8 May 2015

· It is the intention of the Directors that the net proceeds of the Placing and the Broker Option will be used to support and expand the Company's pre-clinical capabilities and capacities

· In addition, the strengthening of the balance sheet would enable the Company to seek scientific talent from Europe and other countries worldwide

· The net proceeds of the Placing and the Broker Option will be received by the Company

· The Company has separately today announced its preliminary results for the year ended 31 December 2014

· As at 31 March 2015 the Company had a net cash position of £19.2 million, which the Board considers to be sufficient for its present needs

· Certain major Shareholders, namely Richard Griffiths and Robert Keith, who in aggregate hold 23,897,963 Existing Ordinary Shares representing approximately 45.9 per cent. of the existing issued ordinary share capital of the Company ("Existing Issued Share Capital"), have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting

The Placing and the Broker Option are conditional, inter alia, on the passing by the Company's shareholders (the "Shareholders") of certain resolutions, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the allotment of the Placing Shares and the Broker Option Shares (the "Resolutions"), at a general meeting of the Company (the "General Meeting").

The Placing and the Broker Option are being undertaken pursuant to a placing agreement entered into between Silence Therapeutics, Canaccord Genuity and Peel Hunt, whereby Canaccord Genuity and Peel Hunt have agreed to procure subscribers on a reasonable endeavours basis for the Placing Shares and the Broker Option Shares. The Placing is not and the Broker Option will not be underwritten. The Placing and the Broker Option are subject to the terms and conditions set out in the Appendix, which form part of this announcement. The Placing Shares and the Broker Option Shares, when issued, will be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares and the Broker Option Shares ("Admission") and will otherwise have all the same rights as the Existing Ordinary Shares.

Use of proceeds

It is the intention of the Directors that the net proceeds of the Placing and the Broker Option will be used to support and expand the Company's pre-clinical capabilities and capacities. Specifically, the Company would direct these funds towards further delivery technologies of RNA molecules, expansion of its pre-clinical and clinical pipelines and will explore the use of mRNA delivery with recently discovered gene-editing techniques such as CRISPR/Cas9. The modulation of mRNA within cells, either or up or down, is by its nature temporary because cellular DNA within the nucleus is not affected. The discovery that DNA itself can be edited by proteins delivered by guide mRNA offers an exciting opportunity for the Company.

In addition, the strengthening of the balance sheet would enable the Company to seek scientific talent from Europe and other countries worldwide. Biotechnology is a long term activity and needs its funding to be similarly long term. As at 31 March 2015 the Company had cash of £19.2 million, which the Board considers to be sufficient for its present needs.

Irrevocable commitments from certain Directors and major Shareholders

The Directors, who in aggregate hold 1,783,375 Existing Ordinary Shares, representing approximately 3.4 per cent. of the Existing Issued Share Capital, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting. Certain major Shareholders, namely Richard Griffiths and Robert Keith, who in aggregate hold 23,897,963 Existing Ordinary Shares representing approximately 45.9 per cent. of the Existing Issued Share Capital, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting.

Recommendation

The Directors believe that the Placing and the Broker Option (and therefore the Resolutions) are in the best interests of the Company and Shareholders taken as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial shareholdings, to the extent applicable, amounting to, in aggregate, 1,783,375 Ordinary Shares, representing 3.4 per cent. of the Existing Ordinary Shares.

The Company will shortly be publishing a circular for Shareholders in connection with the Placing and the Broker Option (the "Circular"), which will include a notice convening the General Meeting to be held at 10.00 a.m. on 1 May 2015 at 1 Lyric Square, London W6 0NB.

Ali Mortazavi, Chief Executive Officer of Silence Therapeutics, commented:

"2014 was a year of significant technological progress for Silence Therapeutics. As well as the ability to switch genes off using our modified siRNA and delivery systems, we added the ability to switch genes on by using the same delivery systems with a messenger RNA. After the period end, we announced highly encouraging data in our phase 2a pancreas cancer trial. The successes of the company have since led to this material capital raise and we are now in a unique position to capitalise on the tidal wave of genetic medicine."

For further information contact:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

KEY STATISTICS

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

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

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, Silence Therapeutics. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Canaccord Genuity or Peel Hunt.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities of the Company in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any such securities. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Members of the public will not be eligible to take part in any placement of the securities of Silence Therapeutics described herein.

Any securities of the Company described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the 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, into or within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Furthermore, the securities of the Company described in this announcement have not been and will not be registered under the applicable laws of any of Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa and, consequently, may not be offered or sold to any national, resident or citizen thereof.

The distribution of this announcement, in whole or in part, directly or directly, in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this document is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland, South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

No prospectus or offering document has been or will be prepared in connection with the Placing and/or the Broker Option. Any investment decision to buy securities in the Placing and/or the Broker Option must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, Canaccord Genuity or Peel Hunt or any of their respective affiliates.

This announcement and any offer of securities to which it relates are only addressed to and directed at persons who: (A) if in the United Kingdom, are persons who are (i) "qualified investors" as defined in section 86(7) of the Financial Services and Markets Act 2000 and who are investment professionals falling within Article 19(1) or Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order or (iii) other persons to whom it may otherwise lawfully be communicated; (B) if in a Member State of the European Economic Area, are persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any Member State), and/or (C) in the United States, "accredited investors" as defined in Rule 501 of the U.S. Securities Act, (all such persons referred to in (A),(B) and (C) together being "Relevant Persons"). The information regarding the Placing and the Broker Option set out in this announcement must not be acted on or relied on by persons who are not Relevant Persons. 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.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Nominated Adviser and Joint bookrunner to Silence Therapeutics for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with any placement of the securities of Silence Therapeutics described herein and admission of such securities and is not acting for, and will not be responsible to, any person other than Silence Therapeutics for providing the protections afforded to customers of Canaccord Genuity Limited or for advising any other person on any transaction or arrangement referred to in this announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Joint bookrunner in connection with any placement of the securities of Silence Therapeutics described herein and admission of such securities and is not acting for, and will not be responsible to, any person other than Silence Therapeutics for providing the protections afforded to customers of Peel Hunt LLP or for advising any other person on any transaction or arrangement referred to in this announcement.

1. Information on the Company

Silence Therapeutics is a platform company with a fundamental technology that can be applied across multiple therapeutic areas and is one of only six quoted companies globally that has access to well-validated RNA delivery technology. The Company has a robust IP estate and projects stretching from in vitro to Phase 2a clinical.

The Board's current focus is to (i) continue the expansion of the Company's diversified delivery capabilities; (ii) increase the power and output of the Company's pre-clinical engine; and (iii) to leverage the Company's delivery capabilities for new payloads, with high therapeutic potential. The Board's clinical focus is on endothelial dysfunction, which forms the basis of the Company's current development pipeline.

2. Background to and reasons for the Fundraising

The Company's RNA therapeutics have passed the safety hurdles to be used in a clinical trial. The genetic toolkit of RNA therapeutics consists of both proprietary modified RNA payloads and liposomal delivery formulations. These achievements and capabilities give Silence Therapeutics a key position as Europe's largest quoted RNA therapeutics company.

In 2014 the Company achieved several important milestones including a significant increase in the production of protein in rodent studies using its formulations to deliver mRNA. This means it can now both increase and reduce the production of proteins in vivo which are implicated in disease. Last year the Company also began to deliver RNA payloads to liver macrophages, an important type of immune cell. Both projects are at relatively early stages but provide potential for new therapeutic targets. In May 2014 the Company announced it had achieved potent gene knockdown with a single dose in non-human primates using its DACC lung delivery formulation. This new capability complemented the ability of Atuplex, the systemic vascular delivery formulation which is used in Atu027.

In addition, the Company completed patient recruitment for its Phase 2a atu027 combination study in pancreatic cancer. The interim draft analysis of the results was announced by the Company on 23 March 2015 and third party validated analysis of the results is expected by mid-2015. A 1b combination trials for Atu027 in head and neck cancer is scheduled to begin in H1 2015.

These advances in the Company's technology may be considered against the step change underway in genetic medicine globally. The US, China and the UK are investing in sequencing significant numbers of human genomes. These sequences are being matched against medical histories, individual and familial, in order to reveal previously unknown genetic causes of disease. Companies with competent genetic toolkits would be well placed to attack these new disease targets.

3. Interim results of Atu027 pancreatic cancer study

The Company completed recruitment for its Phase 2a atu027 combination study in pancreatic cancer in 2014 and reported the draft interim results from the 23 patient study on 23 March 2015. The study was divided into two arms, with all patients also receiving gemcitabine. Patients in Arm 1 received one dose per week for three weeks, followed by one week of no treatment, giving a total of 6 administrations in 8 weeks.

Patients in Arm 2 received 2 doses per week for four weeks, followed by 4 weeks of no treatment, giving a total of 8 administrations in 8 weeks. Arm 2 therefore received 33 per cent. more Atu027 during the same treatment period. There was no difference in safety events leading to discontinuation between the two arms, with one subject withdrawing because of an adverse event in each arm. Atu027 was generally well tolerated. A preliminary analysis of this open label study indicates that the subjects who were exposed to a 33 per cent. higher total dose of Atu027 had a longer duration of progression free survival (median of 5.33 months) than patients on the lower exposure regimen (median of 1.81 months). This suggests that in this study, a dose dependent effect was seen for Atu027.

A 1b combination trials for Atu027 in head and neck cancer is planned to begin in H1 2015. Its protocol is under review in the light of the results from the pancreatic study.

4. Use of proceeds

It is the intention of the Directors that the net proceeds of the Placing and the Broker Option will be used to support and expand the Company's pre-clinical capabilities and capacities. Specifically, the Company would direct these funds towards further delivery technologies of RNA molecules, expansion of its pre-clinical and clinical pipelines and will explore the use of mRNA delivery with recently discovered gene-editing techniques such as CRISPR/Cas9. The modulation of mRNA within cells, either or up or down, is by its nature temporary because cellular DNA within the nucleus is not affected. The discovery that DNA itself can be edited by proteins delivered by guide mRNA offers an exciting opportunity for the Company.

In addition, the strengthening of the balance sheet would enable the Company to seek scientific talent from Europe and other countries worldwide. Biotechnology is a long term activity and needs its funding to be similarly long term. As at 31 March 2015 the Company had cash of £19.2 million, which the Board considers to be sufficient for its present needs.

5. Information on the Placing and the Broker Option

The Company is proposing to raise approximately £27.3 million by way of the Placing. The Issue Price represents a 14.3 per cent. discount to the closing middle market price of 280 pence per Existing Ordinary Share on 1 April 2015, being the latest practicable date prior to the publication of this announcement.

Pursuant to the Broker Option, the Company has also granted an option to the Joint Bookrunners to procure subscribers for the Broker Option Shares for the period from the date of this announcement to 7.00 p.m. on 30 April 2015 in order to satisfy additional demand from new and existing institutional investors (the "Broker Option"). The Joint Bookrunners have received expressions of interest from new and existing institutional investors in respect of the Broker Option Shares and the Board is confident that the Broker Option Shares will be subscribed for in full.

Unless otherwise agreed by the Company, the Joint Bookrunners and the Placees, the Placing and the Broker Option are conditional, inter alia, on the subscription in full of the Broker Option Shares. In the event that the Broker Option Shares are not subscribed for in full, the Company and the Joint Bookrunners will consult with Placees and determine whether or not to complete the Fundraising at a sum less than £40.0 million gross, including a Placing of potentially less than £27.3 million should Placees wish to scale back their commitments in such circumstances.

In connection with the Placing and the Broker Option, the Company has entered into the Placing Agreement pursuant to which each of Canaccord Genuity and Peel Hunt has agreed, in accordance with its terms, to use reasonable endeavours to place the Placing Shares and Broker Option Shares with certain new and existing institutional and other investors. The Placing is not and the Broker Option will not be underwritten.

The Placing Agreement contains certain warranties from the Company in favour of Canaccord Genuity and Peel Hunt in relation to, inter alia, the accuracy of the information contained in the Circular and certain other matters relating to the Company, its business, the Placing and the Broker Option. In addition, the Company has agreed to indemnify Canaccord Genuity and Peel Hunt in relation to certain liabilities that either of them may incur in respect of the Placing and the Broker Option.

The Placing Shares and the Broker Option Shares, when issued, will be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares and the Broker Option Shares and will otherwise have all the same rights as the Existing Ordinary Shares.

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

The Placing Shares have been placed with certain new and existing institutional and other investors. Assuming the issue of all of the Placing Shares, the Placing Shares will represent approximately 21.8 per cent. of the Existing Issued Share Capital and will, when issued, represent approximately 16.5 per cent. of the Enlarged Share Capital.

To the extent the Broker Option Shares are subscribed for in full, they will represent approximately 10.2 per cent. of the Existing Issued Share Capital and will, when issued, represent approximately 7.7 per cent. of the Enlarged Share Capital.

Application will be made to the London Stock Exchange for the Placing Shares and the Broker Option Shares to be admitted to trading on AIM. On the assumption that, inter alia, the Resolutions are approved by Shareholders and the Broker Option Shares are subscribed for in full (unless otherwise agreed by the Company, the Joint Bookrunners and the Placees), it is expected that admission of the Placing Shares and the Broker Option Shares will become effective at 8.00 a.m. on 8 May 2015.

The Company has appointed Peel Hunt to act as joint broker to the Company with immediate effect.

6. Further information on the Broker Option

The Company has granted the Broker Option to Canaccord Genuity pursuant to the terms of the Placing Agreement in order to meet any additional demand from new or existing institutional and other investors in the period from the date of this announcement to 7.00 p.m. on 30 April 2015.

The Broker Option is exercisable on one or more occasions at any time prior to 7.00 p.m. on 30 April 2015. The Broker Option Shares will, when issued, be issued at the Issue Price and pursuant to the same terms as the Placing Shares. Unless otherwise agreed by the Company, the Joint Bookrunners and the Placees, the Placing is conditional, inter alia, on the subscription in full of the Broker Option Shares. Assuming the Broker Option is subscribed for in full, 5,294,998 new Ordinary Shares (equal in gross value to £12.7 million based on the Issue Price) will be issued pursuant to the exercise of the Broker Option.

7. Irrevocable commitments from certain Directors and major Shareholders

The Directors, who in aggregate hold 1,783,375 Existing Ordinary Shares, representing approximately 3.4 per cent. of the Existing Issued Share Capital of the Company, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting.

Certain major Shareholders, namely Richard Griffiths and Robert Keith, who in aggregate hold 23,897,963 Existing Ordinary Shares representing approximately 45.9 per cent. of the Existing Issued Share Capital, have irrevocably undertaken to vote in favour of the Resolutions at the General Meeting.

8. Preliminary results, current trading and prospects

As at 31 March 2015, the Company's net cash position was £19.2 million.

The Company also announced its preliminary results for the year ended 31 December 2014 on 2 April 2015. Please refer to the Company's announcement, as notified through the Regulatory Information Service and made available on the Company's investor relations website at: http://silencetherapeutics.com/investors-media/investor-relations/#ShareholderInformation

Highlights

· Established new messenger RNA (mRNA) capability, achieving therapeutic levels of protein production in pre-clinical in vivo animal models

· Delivery progress with short-interfering RNA (siRNA) lung targeted delivery system, DACC achieving knockdown of target genes in the lung vascular endothelium of non-human primates (NHPs)

· Completed Phase 2a safety trial using Atu027 in combination with gemcitabine for pancreatic cancer, follow up data due in 2016

· Appointed Lars Karlsson as Head of Research & Development

· Equity placing in April 2014 raised gross proceeds of £11.4 million

Post year-end events

· Draft interim report on Phase 2a trial of Atu027 in pancreatic cancer showed early positive signals

· European Patent Office upheld key RNA interference (RNAi) trigger modification patent against challenges by four parties

Current trading and prospects

The appointment of Lars Karlsson as Head of Research and Development marks the transition of Silence from a developer of technology to a developer of therapeutics. The prospects for Silence have never been greater than today. RNA therapeutics has made significant technology strides and as such, is now able to attract enough capital to transition its technology to the clinic. As a global leader in the field, Silence is a major beneficiary of this trend.

9. General Meeting

The Placing and the Broker Option are conditional on, inter alia, the passing of the Resolutions by the Shareholders. The Circular, which provides further information on the Placing and the Broker Option Shares, and explains why the Board believes the Placing and the Broker Option to be in the best interests of the Company and its Shareholders as a whole, will be published and posted to Shareholders shortly.

The Resolutions to be proposed at the General Meeting are summarised below:

Resolution 1

An ordinary resolution to authorise the Directors to allot new Ordinary Shares at the Issue Price pursuant to the Fundraising.

Resolution 2

A special resolution, pursuant to section 571 of the Companies Act, to disapply the statutory pre-emption rights on the allotment of equity securities, pursuant to the authority contained in Resolution 1. This Resolution would be conditional upon Resolution 1 becoming unconditional.

The authorities in Resolutions 1 and 2 would expire (unless previously revoked or varied by the Company in a general meeting) on the date 15 months from the passing of such Resolutions or at the conclusion of the next annual general meeting, whichever occurs first.

Whilst the Directors have no current plans for raising additional capital immediately after Admission and are of the opinion that the working capital available to the Company will be sufficient for its present requirements, the authorities sought by the Company pursuant to the Resolutions will be in addition to the Company's existing authorities to issue up to 10.3 million new Ordinary Shares on a non-pre-emptive basis, so as to enable the Company to take advantage of any opportunities that may arise to raise extra capital in the future. Any additional monies would be used to strengthen the Company's balance sheet and pursue the Company's strategy further detailed above.

10. Recommendation

The Directors believe that the Placing and the Broker Option (and therefore the Resolutions) are in the best interests of the Company and Shareholders taken as a whole. The Directors therefore unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial shareholdings, to the extent applicable, amounting to, in aggregate, 1,783,375 Ordinary Shares, representing 3.4 per cent. of the Existing Ordinary Shares.

DEFINITIONS

APPENDIX

FUNDRAISING TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FUNDRAISING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT BOOKRUNNERSWHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE FUNDRAISING (WHICH COMPRISE 11,371,669 NEW ORDINARY SHARES ("PLACING SHARES") AND 5,294,998 NEW ORDINARY SHARES TO BE ISSUED PURSUANT TO AN OPTION GRANTED BY THE COMPANY TO CANACCORD GENUITY AND PEEL HUNT TO PROCURE THE SUBSCRIPTION OF SUCH NEW ORDINARY SHARES ("BROKER OPTION SHARES")) ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares and the Broker Option Shares are being offered or sold only outside of the United States, pursuant to Regulation S of the U.S. Securities Act of 1944, as amended (the "Securities Act") and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or any jurisdiction of the United States or for the benefit or account of US Persons (as defined in Regulation S of the Securities Act) except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. The Placing Shares and the Broker Option Shares have not been and will not be registered under the Securities Act or registered or qualified under the applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares and the Broker Option Shares will not be offered to the public in the United States and will be offered and sold only outside the United States to non-US Persons in "offshore transactions" in accordance with and in reliance on the exemption from registration provided by Regulation S of the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Fundraising. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares or Broker Option Shares in the United States or other jurisdiction of the United States.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares or Broker Option Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this announcement, the Fundraising and/or issue of the Placing Shares and the Broker Option Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Canaccord Genuity, Peel Hunt, or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares and the Broker Option Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares and Broker Option Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Silence Therapeutics plc and for no one else in connection with the Fundraising and will not be responsible to anyone other than Silence Therapeutics plc for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Fundraising, or any other matters referred to herein.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Silence Therapeutics plc and for no one else in connection with the Fundraising and will not be responsible to anyone other than Silence Therapeutics plc for providing the protections afforded to clients of Peel Hunt or for affording advice in relation to the Fundraising, or any other matters referred to herein.

By participating in the Fundraising, each person who is invited to and who chooses to participate in the Fundraising (a "Placee") by making an oral offer to take up Placing Shares and Broker Option Shares is deemed to have read and understood this announcement in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

Details of the Placing Agreement and the Placing Shares and the Broker Option Shares

The Company has entered into a placing agreement (the "Placing Agreement") with Canaccord Genuity and Peel Hunt, under which Canaccord Genuity and Peel Hunt have, subject to the terms set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares and the Broker Option Shares at 240 pence per Placing Share and Broker Option Share (the "Issue Price").

The Placing Shares and the Broker Option Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other.

The Placing Sharesand the Broker Option Shares will be issued free of any encumbrance, lien or other security interest.

Application for listing and admission to trading

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares and the Broker Option Shares on the AIM market of the London Stock Exchange ("Admission"). It is expected that, subject to the passing of the GM Resolutions, Admission will become effective and dealings will commence on 8 May 2015, and in any event no later than 1 June 2015.

Participation in, and principal terms of, the Fundraising

Each of Canaccord Genuity, Peel Hunt and their respective Affiliates (as defined below) are entitled to participate as a Placee.

The Joint Bookrunners will re-contact and confirm orally to Placees the size of their respective allocations of Placing Shares and Broker Offer Shares and a trade confirmation will be dispatched as soon as possible thereafter. The oral confirmation by a Joint Bookrunner of the size of allocations and each Placee's oral commitments to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares and Broker Option Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein.

The Joint Bookrunners reserve the right to scale back the number of Placing Shares and Broker Option Shares to be subscribed by any Placee. The Company and the Joint Bookrunnersalso reserve the right not to accept offers to subscribe for Placing Shares or Broker Option Shares or to accept such offers in part rather than in whole. The Joint Bookrunners shall be entitled to effect the Fundraising by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Canaccord Genuity, Peel Hunt nor any of their respective holding companies, subsidiaries, members, branches or affiliates (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of Canaccord Genuity, Peel Hunt nor any of their respective Affiliates nor any person acting on their behalf shall have any liability to Placees in respect of its conduct of the Fundraising. No commissions will be paid to Placees or directly by Placees in respect of any Placing Shares or Broker Option Shares.

Each Placee's obligations will be owed to the Company and to Canaccord Genuity or Peel Hunt. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity, to pay to Canaccord Genuity (or as Canaccord Genuity may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares or Broker Option Shares such Placee has agreed to acquire. The Company shall allot such Placing Shares and Broker Option Shares to each Placee following each Placee's payment to Canaccord Genuity of such amount.

All obligations of the Joint Bookrunners under the Fundraising will be subject to fulfilment of the conditions referred to below under "Conditions to the Placing".

Conditions to the Fundraising

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

The obligations of the Joint Bookrunners under the Placing Agreement in relation to the Placing Shares and the Broker Option Shares are conditional, inter alia, on:

1. Canaccord Genuity and Peel Hunt having confirmed to the Company on or before 7.00 p.m. on 30 April 2015 that Canaccord Genuity has procured subscribers for the Broker Option Shares;

2. the passing of the Resolutions at a general meeting of the shareholders of the Company;

3. admission occurring by no later than 8.00 a.m. on 8 May 2015 (or such later date as may be agreed between the Company and the Placing Agents, not being later than 1 June 2015;

4. the Company delivering, by no later than 7.00 a.m. on the day of (and prior to) Admission, to each of the Joint Bookrunners a certificate confirming, inter alia, that none of the representations, warranties and undertakings given by the Company in the Placing Agreement has been breached or was untrue, inaccurate or misleading when made or would cease to be true and accurate were it to be repeated by reference to the facts subsisting on the date of the certificates; and

5. the obligations of the Joint Bookrunners not having been terminated prior to Admission.

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

The Joint Bookrunners shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Fundraising generally (or any element of it).

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

Right to terminate under the Placing Agreement

Each Joint Bookrunner may, at any time before Admission, terminate its obligations under the Placing Agreement by giving notice to the Company if any of the following occurs:

a) any government regulation or other occurrence of any nature which, in the reasonable opinion of Canaccord Genuity or Peel Hunt, seriously and adversely affects or will or is reasonably likely to seriously and adversely affect the business of the Group taken as a whole;

b) a suspension or material limitation in trading in securities generally on the London Stock Exchange's market for listed securities or AIM, a general moratorium on commercial banking activities in London or New York or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom or United States of America, an incident of terrorism or the outbreak or escalation of hostilities involving the UK, any other EU Member State or the USA or the declaration by the UK, any other EU Member State or the USA of a national emergency or war or the occurrence of any other calamity or crisis resulting in a change in financial, political, market or economic conditions or currency exchange rates in the UK or US which, in the opinion of Canaccord Genuity or Peel Hunt acting in good faith makes it impractical or inadvisable to continue with the Fundraising;

c) any material adverse change in the financial position or prospects or business of the Company and, in the opinion of Canaccord Genuity or Peel Hunt acting in good faith, the effect of such change is such that any Placees of the Placing Shares should not be required to subscribe for or purchase such shares at the Placing Price;

d) it comes to the knowledge of either Canaccord Genuity or Peel Hunt that any of the Warranties was untrue, inaccurate or misleading in any material respect when made and/or that any of the Warranties would be untrue, inaccurate or misleading in any material respect if it were to be repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting;

e) it shall come to the notice of either Canaccord Genuity or Peel Hunt that any statement in the Fundraising documents is incorrect or has become untrue, incorrect or misleading in any material respect as a result of a new matter or change or that a new matter has arisen or a change has taken place which would, if the Fundraising documents were published at that time, constitute a material omission from such documents; or

f) the Company fails to comply with any of its obligations under the Placing Agreement.

By participating in the Fundraising, each Placee agrees with the Joint Bookrunners that the exercise by either Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity or Peel Hunt (as applicable) and that neither Joint Bookrunner need make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Canaccord Genuity and Peel Hunt shall have no liability whatsoever to the Placee in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Fundraising and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules for Companies of the London Stock Exchange). Each Placee, by accepting a participation in the Fundraising, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to Canaccord Genuity, Peel Hunt and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord Genuity or Peel Hunt (other than the amount of the relevant Fundraising participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on their behalf or the Company and neither Canaccord Genuity, Peel Hunt nor any of their respective Affiliates, nor any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Fundraising based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Fundraising, each Placee acknowledges to and agrees with the Joint Bookrunners for themselves and each as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Fundraising. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares and the Broker Option Shares (ISIN GB00B9GTXM62) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Joint Bookrunnersreserve the right to require settlement for and delivery of the Placing Shares and the Broker Option Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares and Broker Option Shares in the Fundraising will be sent a trade confirmation stating the number of Placing Shares and Broker Option Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. Placees should settle against CREST ID: 805. It is expected that such trade confirmation will be despatched on 1 May 2015 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 either the standing CREST or certificated settlement instructions which it has in place with Canaccord Genuity.  

It is expected that settlement in respect of the Fundraising will be on or around 8 May2015, on a T+4 basis in accordance with the instructions set out in the trade confirmation.

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 2 percentage points above the base rate of Barclays Bank Plc.

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

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

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

Representations and Warranties

By participating in the Fundraising, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this announcement in its entirety and acknowledges that its participation in the Fundraising will be governed by the terms of this announcement;

2. acknowledges that no prospectus or offering document has been prepared in connection with the placing of the Placing Shares and the Broker Option Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company and the Joint Bookrunners, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Fundraising;

4. acknowledges that the Placing Shares and the Broker Option Shares of the Company will be admitted to the AIM market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

5. acknowledges that neither Canaccord Genuity, Peel Hunt nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares and the Broker Option Shares or the Company; nor has it requested Canaccord Genuity, Peel Hunt, any of their respective Affiliates or any person acting on their behalf to provide it with any such material or information;

6. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Canaccord Genuity, Peel Hunt nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither Canaccord Genuity, Peel Hunt, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Fundraising based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares and the Broker Option Shares is contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and the Broker Option Shares, and that it has relied on its own investigation with respect to the Placing Shares and the and the Broker Option Shares Company in connection with its decision to subscribe for the Placing Shares and the Broker Option Shares and acknowledges that it is not relying on any investigation that Canaccord Genuity, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares and the Broker Option Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Canaccord Genuity, Peel Hunt, their respective Affiliates or any person acting on their or any of their Affiliates' behalf and understands that (i) none of Canaccord Genuity, Peel Hunt, any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of Canaccord Genuity, Peel Hunt, any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for 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 that (iii) none of Canaccord Genuity, Peel Hunt, any of their respective Affiliates nor any person acting on 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;

8. represents and warrants that (i) it is entitled to acquire the Placing Shares and the Broker Option Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Fundraising and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory and (v) it has not taken any action which will or may result in the Company, Canaccord Genuity, Peel Hunt, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Fundraising;

9. represents and warrants that the issue to the Placee, or the person specified by the Placee for registration as holder, of Placing Shares and Broker Option 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) and that the Placing Shares and the Broker Option Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares or Broker Option Shares into a clearance system;

10. represents and warrants that it understands that the Placing Shares and the Broker Option Shares have not been and will not be registered under the Securities Act or under the laws or regulations of any state or other jurisdiction of the United States and may not be offered or sold 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 the applicable securities laws of any such state or other jurisdiction;

11. represents and warrants that neither it, nor its Rule 405 Affiliates, nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Placing Shares and the Broker Option Shares;

12. represents and warrants that it, its Rule 405 Affiliates and any person on behalf of whom it is acquiring the Placing Shares and the Broker Option Shares is outside of the United States and is acquiring the Placing Shares and the Broker Option Shares in an "offshore transaction" as defined in and pursuant to Regulation S of the Securities Act;

13. represents and warrants that neither it, nor its Rule 405 Affiliate nor any person acting on its or their behalf has offered or sold or will offer or sell, directly or indirectly, any of the Placing Shares and the Broker Option Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

14. acknowledges that no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares and the Broker Option Shares;

15. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares or Broker Option Shares to persons in the United Kingdom prior to Admission except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive;

16. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares and the Broker Option Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

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

18. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2007) (the "Regulations") and, if it is 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;

19. represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares or Broker Option Shares that are allocated to it for the purposes of its business;

20. represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

21. acknowledges that in making any decision to acquire Placing Shares and the Broker Option Shares it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares and the Broker Option Shares, (ii) will not look to the Joint Bookrunners for all or part of any such loss it may suffer, (iii) 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 an investment in the Placing Shares and the Broker Option Shares, (iv) is able to sustain a complete loss of an investment in the Placing Shares and the Broker Option Shares and (v) has no need for liquidity with respect to its investment in the Placing Shares and the Broker Option Shares;

22. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares and the Broker Option Shares acquired by it in accordance with this announcement on the due time and date set out herein against delivery of such Placing Shares and Broker Option Shares to it, failing which the relevant Placing Shares and the Broker Option Shares may be placed with other Placees or sold as the Joint Bookrunners, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and Broker Option Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares and Broker Option Shares on its behalf;

23. acknowledges that none of Canaccord Genuity, Peel Hunt, any of their respective Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Fundraising, and acknowledges that neither Canaccord Genuity, Peel Hunt, any of their respective Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Fundraising or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

24. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares and the Broker Option Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares and the Broker Option Shares on the basis that the Placing Shares and the Broker Option Shares will be allotted to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the Placing Shares and the Broker Option Shares being made simultaneously upon receipt of the Placing Shares and the Broker Option Shares in the Placee's stock account on a delivery versus payment basis;

25. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England 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;

26. acknowledges that it irrevocably appoints any director of Canaccord Genuity 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 and the Broker Option Shares agreed to be taken up by it under the Fundraising;

27. represents and warrants that it is not a resident of any of a Prohibited Jurisdiction and acknowledges that the Placing Shares and the Broker Option Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares and the Broker Option Shares under the securities legislation of any such jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any such jurisdiction;

28. represents and warrants that any person who confirms to Canaccord Genuity or Peel Hunt on behalf of a Placee an agreement to subscribe for Placing Shares and the Broker Option Shares and/or who authorises Canaccord Genuity or Peel Hunt to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

29. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares and Broker Option Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares and the Broker Option Shares in question. Such agreement assumes that the Placing Shares and the Broker Option Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares and the Broker Option Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares and the Broker Option Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Canaccord Genuity nor Peel Hunt will be responsible. If this is the case, the Placee should take its own advice and notify Canaccord Genuity or Peel Hunt accordingly;

30. acknowledges that the Placing Shares and the Broker Option Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement;

31. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord Genuity any money held in an account with Canaccord Genuity on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. 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 Canaccord Genuity money in accordance with the client money rules and will be used by Canaccord Genuity in the course of its business; and the Placee will rank only as a general creditor of Canaccord Genuity;

32. acknowledges and understands that the Company, Canaccord Genuity, Peel Hunt and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements; and

33. acknowledges that the basis of allocation will be determined by Canaccord Genuity and Peel Hunt at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Fundraising.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares and the Broker Option Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares and the Broker Option Shares into a depositary receipts system or a clearance service or to hold the Placing Shares and the Broker Option Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares and the Broker Option Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares and the Broker Option Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Canaccord Genuity nor will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Fundraising as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares and Broker Option Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Canaccord Genuity and Peel Hunt in the event that any of the Company and/or Canaccord Genuity and/or Peel Hunt has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares and Broker Option Shares or the agreement by them to acquire any Placing Shares or Broker Option Shares.

All times and dates in this announcement may be subject to amendment. Canaccord Genuity or Peel Hunt shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This announcement has been issued by the Company and is the sole responsibility of the Company.

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

Each Placee may be asked to disclose in writing or orally to Canaccord Genuity or Peel Hunt:

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

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

For further information please contact: