Sirius Minerals Regulatory News (SXX)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Firm Placing and Placing and Open Offer will be made, and any investor should make his investment decision, solely on the basis of the information that is contained in the Prospectus to be published by the Company in due course in connection with the Firm Placing and Placing and Open Offer.

This announcement contains inside information.

30 April 2019

Sirius Minerals Plc

Launch of Stage 2 Financing

Launch of Firm Placing and Placing and Open Offer and New Convertible Bond Offering

Sirius Minerals Plc (the "Company" and, together with its subsidiaries, the "Group") today announces the launch of an underwritten Firm Placing and Placing and Open Offer and an underwritten New Convertible Bond Offering as well as an update to its Stage 2 Financing, under which it intends to raise a total of US$3.8 billion (which includes financing costs) to fund the Project to the point at which it generates positive operating cash flows.

Capitalised terms used but not otherwise defined in the text of this announcement are defined in Appendix 1 of this announcement.

The Stage 2 Financing consists of a combination of:

(i) an underwritten Firm Placing and Placing and Open Offer to raise gross proceeds of approximately US$400 million (£310 million) at a price between 15 and 18 pence per New Ordinary Share (the "Issue Price") launching immediately following the release of this announcement;

(ii) an offering of guaranteed convertible bonds with an aggregate principal amount of approximately US$644 million (the "New Convertible Bond Offering") launching in conjunction with the Firm Placing and Placing and Open Offer, of which up to US$244 million is expected to be applied by the Company entirely in purchasing an equivalent amount of the Company's existing 8.5 per cent. guaranteed convertible bonds due 2023 (the "Existing Convertible Bonds") through the Existing Convertible Bonds Buy-back (as defined below), (the detailed terms of which will be announced separately on the date of this announcement) such that approximately US$400 million of the New Convertible Bond Offering is fully underwritten at launch;

(iii) senior secured guaranteed bonds in a gross amount of US$500 million (the "Initial Bonds"); and

(iv) a committed and secured revolving credit facility with a maximum commitment of US$2.5 billion, which will reduce as further senior secured guaranteed bonds are issued after the Initial Bonds (the "RCF", and together with the Initial Bonds the "Stage 2 Debt"),

(together, the "Stage 2 Financing")

Chris Fraser, Managing Director and Chief Executive Officer of the Company, said:

"In March we paused discussions with prospective lenders to work on an alternative financing proposal with J.P. Morgan Cazenove.

Today we are pleased to announce that, as a result of that work, we are launching a comprehensive markets-led solution for our funding requirements which will enable Sirius Minerals to complete the development of its mine and unlock what we believe to be the world's largest known high-grade polyhalite deposit.

The funding package will bring together equity, convertible bonds, high yield debt, and a US$2.5bn revolving credit facility in a multi-stage, flexible structure that balances the availability of capital with the needs of the project.

Today's announcement provides a clear pathway to a fully financed project in the months ahead, while enabling us to progress construction at full speed."

On 30 April 2019, the Company, with the assistance of J.P. Morgan Cazenove, commenced a reverse bookbuilding process (the "Existing Convertible Bonds Buy-back") with the intention of purchasing any and all Existing Convertible Bonds from holders. The Company expects to fund the cost of the Existing Convertible Bonds Buy-back out of the proceeds of the New Convertible Bond Offering.

On 30 April 2019, the Company entered into an engagement letter with J.P. Morgan Securities LLC ("J.P. Morgan Securities") in respect of the Initial Bonds (the "Initial Bond Engagement Letter"), pursuant to which the Company has agreed to engage J.P. Morgan Securities (acting directly or through its affiliates) to act as initial purchaser of the Initial Bonds on a best efforts basis, as well as for future bond issuances to refinance or replace amounts drawn under the RCF. In those circumstances, J.P. Morgan Securities would endeavour to procure purchasers for the full US$500 million of Initial Bonds currently contemplated as part of the Stage 2 Debt, but would not be under any obligation to acquire any Initial Bonds for which it cannot procure purchasers. As a result, the Company does not have any certainty that it will receive the full US$500 million of gross proceeds of the Initial Bonds.

The Board currently expects that, subject to prevailing market conditions, the Initial Bonds will be issued by no later than the end of September 2019.

On 30 April 2019, the Company entered into a commitment letter in respect of the RCF (the "Commitment Letter"). Under the Commitment Letter, J.P. Morgan Chase Bank N.A., London Branch (the "RCF Lender") has committed to provide an RCF of up to US$2.5 billion, subject to certain conditions precedent. The commitment provided under the Commitment Letter terminates on 30 October 2019 if the conditions thereto, including issuance of the full amount of the Initial Bonds, have not been satisfied. The RCF is expected to be syndicated to other lenders by J.P. Morgan Securities plc as sole lead arranger. Finalised commitments under the RCF are conditional upon the issuance of the full amount of the Initial Bonds and certain other conditions, not all of which are under the control of the Company. The Board expects that, subject to prevailing market conditions and upon successful achievement of the conditions precedent under the Commitment Letter, initial drawdown under the RCF will occur no later than June 2021.

Availability of funds under each component of the Stage 2 Debt is conditional upon Admission, issuance of the New Convertible Bonds, upon the other component of the Stage 2 Debt being available, and upon certain other conditions being met.

The underwritten Firm Placing and conditional Placing of the Open Offer Shares (subject to clawback by existing shareholders by way of the Open Offer) are being conducted through an accelerated bookbuilding process (the "Bookbuild") that will be launched immediately following this announcement and that is expected to close on or around 5.00 p.m. on 30 April 2019, subject to acceleration.

J.P. Morgan Cazenove has agreed to fully underwrite the Firm Placing and Placing and Open Offer of approximately US$400 million and New Convertible Bond Offering of approximately US$400 million at launch. Further, J.P. Morgan Cazenove and Liberum Capital Limited ("Liberum") have agreed to underwrite the settlement of the Firm Placed Shares and conditionally placed Open Offer Shares placed with Placees procured through the institutional Bookbuild, on the terms and subject to the conditions in the Placing and Open Offer Agreement. In addition, in accordance with the terms and conditions of the New Convertible Bond offering, J.P. Morgan Cazenove has agreed to underwrite the New Convertible Bond.

· In connection with the Stage 2 Financing, the Company has engaged the services of:

· J.P. Morgan Cazenove as Sole Global Coordinator and Joint Bookrunner, Liberum as Sponsor and Joint Bookrunner, and Shore Capital as Lead Manager in relation to the Firm Placing and Placing and Open Offer;

· J.P. Morgan Cazenove as Sole Bookrunner in relation to the New Convertible Bond Offering and in relation to the Existing Convertible Bonds Buy-back;

· J.P. Morgan Cazenove as Sole underwriter and Lead Arranger in relation to the RCF; and

· J.P. Morgan Cazenove as Lead Arranger and Bookrunner in relation to the Initial Bonds.

1. Key Highlights and additional details of Stage 2 Financing

· Underwritten Firm Placing and Placing and Open Offer to raise gross proceeds of approximately US$400 million (£310 million) at a price between 15 and 18 pence per New Ordinary Share to be determined by the Bookbuild.

· The Issue Price represents a discount of between approximately 18 and 32 per cent. to the closing price on 29 April 2019 (being the last Business Day prior to this announcement).

· The Company intends to raise approximately 90 per cent. of the gross proceeds of the Firm Placing and Placing and Open Offer through the Firm Placing at the Issue Price to certain institutional investors.

· Approximately 10 per cent. of the underwritten Firm Placing and Placing and Open Offer will be through the conditional Placing, pursuant to which the Joint Bookrunners and the Lead Manager intend to conditionally place the Open Offer Shares with certain institutional investors at the Issue Price, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

· New Convertible Bonds to be issued as two separate tranches:

· One fully underwritten tranche in an aggregate principal amount of approximately US$400 million (£310 million) (the "Escrow New Convertible Bonds"), the gross proceeds of which will be transferred into an escrow account and will be released to the Company upon the occurrence of a Stage 2 Debt Event (which is intended to occur no later than the end of September 2019), or in certain other limited circumstances in accordance with the terms and conditions of the Escrow New Convertible Bonds; and

· another tranche in an aggregate principal amount of up to US$244 million (the "Non-Escrow New Convertible Bonds"), none of the proceeds of which will ultimately be received by the Company but instead will be applied by the Company entirely in purchasing an equivalent aggregate principal amount of Existing Convertible Bonds through the Existing Convertible Bonds Buy-back. Under the terms of the Existing Convertible Bonds Buy-back, any holder that sells its Existing Convertible Bonds to the Company undertakes to apply the proceeds from such sale to the purchase of Non-Escrow New Convertible Bonds in an aggregate principal amount equal to the aggregate principal amount of such Existing Convertible Bonds.

· The Company expects to use the net proceeds of the Firm Placing and Placing and Open Offer to continue to incur capital expenditure in line with key Project milestones as part of the initial construction phase, covering the period until production capacity of 10 mtpa is achieved and which is now underway (the "Initial Construction Phase"), prior to entry into the definitive documentation for, and subsequent sequential drawdown and issuance of, the Stage 2 Debt and release of the amount held in escrow in respect of the Escrow New Convertible Bonds.

· The Board currently expects that, subject to prevailing market conditions, the Initial Bonds will be issued by no later than the end of September 2019.

· Although funds under the RCF are expected to become available to the Company at the same time as the proceeds of the Initial Bonds, the Company expects to draw upon the RCF later, in tranches.

· The Stage 2 Financing is expected to fund the Project to the point at which it generates positive operating cash flows and, for a period of time, alongside operating cash flows once they are generated. During the expansion phase, covering the period from the end of the Initial Construction Phase until production capacity reaches 20 mtpa (the "Expansion Phase"), certain working capital requirements, payments of interest and principal on then-outstanding debt expected to be raised during the Initial Construction Phase, and incremental capital expenditures are anticipated to be the primary use of funds and are intended to be funded out of cash flow from operations.

· The Company also intends to draw down the Equity Purchase Price under the Royalty Financing (by way of a subscription for shares in the Company by Hancock in return for an amount equal to US$50 million (£39 million)), subject to satisfaction the remaining conditions for the equity drawdown under the Royalty Financing.

· A General Meeting will be convened to be held at 11.00 a.m. on 21 May 2019 for the purpose of passing certain Resolutions in relation to the proposed Firm Placing and Placing and Open Offer and issuance of the New Convertible Bonds. Further details of the General Meeting will be contained in the Circular expected to be posted to Shareholders on or around 2 May 2019.

· The Firm Placing and Placing and Open Offer is conditional on, among other things:

· the Resolutions being passed by the Shareholders at the General Meeting (or, with the Joint Bookrunners' written consent, at any adjournment thereof);

· Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

· the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

· Availability of funds under each component of the Stage 2 Debt is conditional upon Admission, upon issuance of the New Convertible Bonds, upon the other component of the Stage 2 Debt being available, and upon certain other conditions being met.

2. Overview of the Project

· The Company is focused on the development of a polyhalite mine, located in North Yorkshire, United Kingdom.

· The Company's polyhalite product, which it markets under the trademarked name POLY4, is a multi-nutrient fertilizer that can be used to achieve balanced fertilization, which is critical to obtain optimal crop yields and quality. The Company expects to progress the Project in two primary phases: the Initial Construction Phase, and the Expansion Phase.

· The Company, through its subsidiary YPL, has to date signed a number of Offtake Agreements. Each Offtake Agreement is negotiated individually, with varying lengths, renewal periods, prices and grounds for termination. As of the date of this Announcement, the Company, through its subsidiary YPL, has entered into Offtake Agreements totalling 10.7 mtpa at their respective peak-year volumes with customer options to take an additional 1.4 mtpa in the aggregate. Future offtake agreements entered into by the Company may differ from its existing arrangements in certain respects, including the absence of specific take-or-pay provisions, and as a result may fail to provide contractual obligations by counterparties to purchase the Company's production once this commences.

3. Bookbuild

The Bookbuild will open with immediate effect following this announcement. The Issue Price and the number of Firm Placed Shares and Open Offer Shares that are the subject of the conditional Placing will be determined following the close of the Bookbuild. The Firm Placed Shares and Open Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.

The Bookbuild is expected to close on or around 5.00 p.m. on 30 April 2019, subject to acceleration. Timing of the closing of the Bookbuild and allocations are at the discretion of the Joint Bookrunners and the Company. The Issue Price and details of the results of the Firm Placing and the conditional Placing will be announced as soon as practicable after the close of the Bookbuild.

Your attention is drawn to the detailed terms and conditions of the Firm Placing and Placing described in Appendix 2 to this announcement (which forms part of this announcement).

By choosing to participate in the Firm Placing and the Placing and by making an oral and legally binding offer to acquire Firm Placed Shares and (subject to clawback) the conditionally placed Open Offer Shares, investors will be deemed to have read and understood this announcement in its entirety (including Appendix 2) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in Appendix 2.

This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Firm Placing and Placing and Open Offer and the Stage 2 Financing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Nick King, General Counsel and Company Secretary.

For further information, please contact:

About Sirius Minerals Plc

Sirius Minerals Plc is focused on the development of the Project, which the Company expects is located in North Yorkshire, United Kingdom and which the Company believes to be the world's largest known high-grade polyhalite deposit.

The Company's polyhalite product, which it markets under the trademarked name POLY4, is a multi-nutrient fertilizer that can be used to achieve balanced fertilization, which is critical to obtaining optimal crop yields and quality. Sirius Minerals' shares are traded on the premium list of the London Stock Exchange. Its shares are also traded in the United States on the OTCQX through a sponsored ADR facility. Further information on the Company can be found at: www.siriusminerals.com. 

Important notice

This announcement, including its Appendix, contains forward-looking statements, including but not limited to statements about the costs of, and the Company's ability to successfully construct, commission and execute, the Project. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, the Directors, the Joint Bookrunners or the

Lead Manager undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories

and possessions, any state of the United States and the District of Columbia, collectively the "United States") or any Excluded Territory or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for New Ordinary Shares to or by anyone in any Excluded Territory or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any Excluded Territory or to, or for the account or benefit of any national resident or citizen of any Excluded Territory. This announcement does not constitute an extension into the United States of the offer mentioned in this announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available 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. There will be no public offer of the New Ordinary Shares in the United States.

The New Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR Holder. Subject to certain exceptions, no action has been taken by the Company or by the Joint Bookrunners that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement in the Excluded Territories or any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made in any Excluded Territory or elsewhere.

The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the United Kingdom may be restricted by law. Subject to certain exceptions, no action has been taken by the Company, the Joint Bookrunners or the Lead Manager that would permit an offering of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares or the Application Form in the Excluded Territories or in any other jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Joint Bookrunners and the Lead Manager to inform themselves about, and to observe, any such restrictions.

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 J.P. Morgan Cazenove, Liberum or Shore Capital or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum has been appointed as sponsor and joint bookrunner in connection with the Firm Placing and Placing and Open Offer. J.P. Morgan Cazenove has been appointed as sole global coordinator and joint bookrunner in connection with the Firm Placing and Placing and Open Offer (Liberum and J.P. Morgan Cazenove are together herein referred to as the Joint Bookrunners). Shore Capital has been appointed as Lead Manager in connection with the Firm Placing and Placing and Open Offer. J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA, and the PRA, and Liberum and Shore Capital, each of which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Firm Placing and Placing and Open Offer and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the proposed Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Firm Placing and Placing and Open Offer or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove, Liberum or Shore Capital by the FSMA or the regulatory regime established thereunder, the London Stock Exchange, the Listing Rules or the Prospectus Rules, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove, Liberum or Shore Capital, nor any of their respective affiliates, directors, officers, employees, advisers, representatives or agents accept any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy or completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the New Ordinary Shares, the Firm Placing and Placing and Open Offer or Admission, and nothing in this announcement should be relied upon as a promise of representation in this respect, whether as to the past or the future. Each of J.P. Morgan Cazenove, Liberum and Shore Capital, and their respective affiliates, directors, officers, employees, advisers, representatives or agents, accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than on the premium listing segment of the Official List and to the London Stock Exchange's Main Market for listed securities.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure 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.

PROPOSED UNDERWRITTEN FIRM PLACING AND PLACING AND OPEN OFFER AT A PRICE OF BETWEEN 15 AND 18 PENCE PER NEW ORDINARY SHARE

1. Introduction

The Company is pleased to announce that it proposes to raise gross proceeds of approximately US$400 million (£310 million) by the issue of New Ordinary Shares at between 15 and 18 pence per New Ordinary Share by way of the underwritten Firm Placing and Placing and Open Offer and approximately US$400 million (£310 million in gross proceeds (approximately US$385 million (£298 million) net of expenses) by the issue of Escrow New Convertible Bonds by way of the New Convertible Bond Offering. Such proceeds would be used by the Company to partly fund the continuing development of its North Yorkshire polyhalite project in the United Kingdom.

The Issue Price represents a discount of between approximately 18 and 32 per cent. to the closing price per Ordinary Share of 22 pence on 29 April 2019 (being the last Business Day prior to the date of this announcement).

The Firm Placing and Placing and Open Offer is conditional on, among other things, (i) the Resolutions being passed at the General Meeting, (ii) the subscription agreement in connection with the New Convertible Bond Offering not having been terminated prior to Admission, (iii) Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree), and (iv) the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

2. Background to and Reasons for the Firm Placing and Placing and Open Offer and the New Convertible Bond Offering

2.1 Reasons for the Firm Placing and Placing and Open Offer and the New Convertible Bond Offering

The Firm Placing and Placing and Open Offer and the New Convertible Bond Offering are part of the Stage 2 Financing. The Stage 2 Financing is expected to fund the Project prior to the point at which it generates positive operating cash flows and, for a period of time, alongside operating cash flows once they are generated.

On 6 September 2018, the Company announced a revised capital funding requirement to fund the Project to a production capacity of 10 mtpa of approximately US$3.4-US$3.6 billion following a detailed assessment of Project-related risks taking into account all available technical information, contractual provisions and risk mitigation measures. This compared to a previous capital funding requirement estimate of US$3.0 billion. On 12 March 2019, the Company announced a new structure with respect to the debt components of the Stage 2 Financing, which the Company believes is a more flexible and attractive way of meeting its Stage 2 Financing requirements. The Company now expects to raise a total of US$3.8 billion of Stage 2 Financing, with the increase primarily reflecting higher financing costs with respect to the new debt structure. The Stage 2 Financing is currently expected to comprise the following components:

(i) the Firm Placing and Placing and Open Offer to raise gross proceeds of approximately US$400 million (£310 million), to be received by the Company on Admission;

(ii) the New Convertible Bond Offering with an aggregate principal amount of approximately US$644 million; which will be issued in two separate tranches, as follows:

· the fully underwritten Escrow New Convertible Bonds in an aggregate principal amount of approximately US$400 million, the gross proceeds of which will be transferred into an escrow account and will be released to the Company upon the occurrence of the Stage 2 Debt Event (which is intended to occur no later than the end of September 2019), or in certain other limited circumstances; and

· the Non-Escrow New Convertible Bonds in an aggregate principal amount of up to US$244 million, none of the proceeds of which will ultimately be received by the Company but instead will be applied by the Company entirely in purchasing an equivalent aggregate principal amount of Existing Convertible Bonds through the Existing Convertible Bonds Buy-back; and

(iii) the Stage 2 Debt to raise an aggregate of approximately US$3.0 billion, via a combination of (a) the Initial Bonds to raise a gross amount of US$500 million, and (b) the RCF with a maximum commitment of US$2.5 billion.

The Company expects to use the net proceeds of the Firm Placing and Placing and Open Offer to continue to incur capital expenditure in line with key Project milestones as part of the Initial Construction Phase prior to entry into the definitive documentation for, and subsequent sequential drawdown and issuance of, the Stage 2 Debt and release of the amount held in escrow in respect of the Escrow New Convertible Bonds. Availability of funds under each component of the Stage 2 Debt is conditional upon Admission, upon issuance of the New Convertible Bonds, upon the other component of the Stage 2 Debt being available, and upon certain other conditions being met. Although funds under the RCF are expected to become available to the Company at the same time as the proceeds of the Initial Bonds, the Company currently expects to draw upon the RCF later, in tranches. The Directors currently expect the entry into definitive documentation for each of the Initial Bonds and the RCF to occur no later than the end of September 2019.

If the Resolutions are not approved, neither the Firm Placing nor the Placing and Open Offer nor the New Convertible Bond Offering nor the Stage 2 Debt will be able to proceed, in which case the Company would require approximately an additional £535 million to make up the shortfall required for the Company to have sufficient working capital for at least the next twelve months the expected date of the Prospectus. In that case, the Company will have no available cash to deploy into the Project beyond late May 2019, forcing the Company to immediately cease all capital expenditure into the Project such that the Initial Construction Phase would be suspended. In that case, the Board will be required to seek alternative funding or a merger or acquisition transaction involving the Company, both of which the Company believes it would be unlikely to achieve, or initiate an insolvency process (be that administration or liquidation), which could result in Shareholders losing part or all of their investment in the Company.

2.2 Current operations

The Company is focused on the development of the Project. The Company's polyhalite product, which it markets under the trademarked name POLY4, is a multi-nutrient fertilizer that can be used to achieve balanced fertilization, which is critical to obtaining optimal crop yields and quality.

Polyhalite is an evaporite mineral comprising a natural combination of potassium (14 per cent. K2O), sulphur (19 per cent. S), magnesium (6 per cent. MgO) and calcium (17 per cent. CaO), with the chemical formula: K2SO4.MgSO4.2CaSO4.2H2O. In the fertilizer industry, the Company believes polyhalite is an attractive low-chloride alternative to traditional potassium-bearing mineral products, including SOP and sulphate of potash and magnesium (SOPM), because it incorporates not only potassium, but three of the other five key macro-nutrients necessary for plant growth (sulphur, calcium and magnesium).

Once developed, the Project is expected to represent the first large-scale polyhalite mine in the world, with total Indicated and Inferred Mineral Resources estimated by SRK of approximately 2.69 billion metric tonnes from only 7 per cent. of the Project area of interest. The Company is expecting to achieve first polyhalite from the mine by the end of 2021 and is initially targeting production capacity of 10 mtpa from the Project by mid-2024, at which point, the Project is expected to be capable of producing up to 7 mtpa of granulated POLY4 product at steady state, with the balance as coarse POLY4 product. The Company intends to implement the Project so that production capacity is phased to rapidly increase to 13 mtpa by early 2026 (under existing planning permissions/consents) by incremental addition of mining, granulation and harbour capacities and eventually up to production capacity of 20 mtpa by early 2029, subject to receipt of additional planning permissions/consents and the completion of additional infrastructure.

Bringing the Project to an initial production capacity of 10 mtpa will involve the construction of an underground mine to enable the extraction of polyhalite, along with the necessary infrastructure both above and below ground that will be required for transportation, processing and distribution. Construction comprises the sinking of two vertical mine shafts to access the polyhalite deposit and building the MTS, the MHF and the OLC, to transfer the product from the MHF to the PHF, which receives, stores and screens the final product and transfers it to vessels berthed on the RedCar Bulk Terminal (the RBT Wharf). The Company expects to progress the Project in two primary phases: the Initial Construction Phase and the expansion phase, covering the period from the end of the Initial Construction Phase until production capacity reaches 20 mtpa (the Expansion Phase). The Initial Construction Phase is intended to achieve first polyhalite from the mine by the end of 2021, production of saleable tonnage by early 2022 and commercial production capacity of 10 mtpa by mid-2024.

The schedule for the Initial Construction Phase, which is currently on track, can be broken down into four key stages: (i) site preparation and pre-sink activities (largely complete); (ii) main shaft sinking activity and tunnelling (ongoing); (iii) construction and development of the MHF and the PHF; and, finally, (iv) first production, shaft bottom fit-out and ramp-up of production, initially to 10 mtpa. Construction activities have commenced at each of the Company's construction sites: the Woodsmith Mine (where the main production and service shafts that will access the polyhalite seam are being constructed), Lockwood Beck (where the intermediate access shaft will be located) and Wilton (where the MHF will be located). At the Woodsmith Mine, diaphragm walling activities are complete, excavation of the main production shaft foreshaft and production shaft winder basement are underway, and the MTS shaft sinking continues to progress. At the Lockwood Beck site, preparatory works for shaft sinking have been completed and shaft sinking activities on the intermediate MTS access shaft have commenced. At Wilton, the MTS portal has been completed and tunnelling activities have commenced. In addition, earthworks are also underway at the MHF. The design of the facilities enables production capacity to reach 13 mtpa by incremental addition of mining, granulation and harbour capacities. A further increase in production capacity to 20 mtpa would be achieved during the Expansion Phase by the expansion of mining, shaft hoisting capacity, the extension of the MTS access shaft from the MTS tunnel level to the polyhalite seam, and expansion of the MHF and the PHF, which would require additional planning permissions/consents.

The Company is considering an outsourcing arrangement pursuant to which a third party would construct the harbour facilities and associated infrastructure needed by the Company to reach production levels of up to 10 mtpa and the Company would pay fees for use of the facilities.

The Company has set a number of objectives as part of its short-term strategy. These include: (i) continued implementation of the Initial Construction Phase; (ii) completion of remaining procurement activities; (iii) expansion of the Company's global sales strategy; and (iv) completion of Stage 2 Financing.

The Company's sales and marketing strategy is based on a direct customer sales model in which POLY4 will be sold primarily directly to blenders and distributors, who then on-sell to both wholesale and retail distribution channels. The focus is to maximise the reach of POLY4, take advantage of the customers' distribution networks and benefit from the customers' logistics capabilities. In addition, sales teams will provide both commercial and agronomic support on a regional basis, which adds another level of interaction between the Company and its global customer base.

The Company, through its subsidiary YPL, has to date signed a number of Offtake Agreements. Each Offtake Agreement is negotiated individually, with varying lengths, renewal periods, prices and grounds for termination. As of the date of this Announcement, the Company, through its subsidiary YPL, has entered into Offtake Agreements totalling 10.7 mtpa at their respective peak-year volumes with customer options to take an additional 1.4 mtpa in the aggregate. Future offtake agreements entered into by the Company may differ from its existing arrangements in certain respects, including the absence of specific take-or-pay provisions, and as a result may fail to provide contractual obligations by counterparties to purchase the Company's production once this commences.

2.3 Stage 2 Financing

The Project is in the development phase and is not yet generating any production or revenues. The Company requires further funding for the Project through the proposed Stage 2 Financing.

The Company intends to raise US$3.0 billion of Stage 2 Debt for its Stage 2 Financing via (i) the Initial Bonds and (ii) the RCF.

The Company also intends to draw down the Equity Purchase Price under the Royalty Financing (by way of a subscription for shares in the Company by Hancock in return for an amount equal to US$50 million), subject to satisfaction the remaining conditions for the equity drawdown under the Royalty Financing.

On 30 April 2019, the Company entered into the Initial Bond Engagement Letter, pursuant to which the Company has agreed to engage J.P. Morgan Securities (acting directly or through its affiliates) to act as initial purchaser of the Initial Bonds on a best efforts basis, as well as for future bond issuances to refinance or replace amounts drawn under the RCF. In those circumstances, J.P. Morgan Securities would endeavour to procure purchasers for the full US$500 million of Initial Bonds currently contemplated as part of the Stage 2 Debt, but would not be under any obligation to acquire any Initial Bonds for which it cannot procure purchasers. As a result, the Company does not have any certainty that it will receive the full US$500 million of gross proceeds of the Initial Bonds. The Board currently expects that, subject to prevailing market conditions, the Initial Bonds will be issued by no later than the end of September 2019.

On 30 April 2019, the Company entered into the Commitment Letter with respect to the RCF. Under the Commitment Letter, the RCF Lender has committed to provide an RCF of up to US$2.5 billion, subject to certain conditions. The RCF is expected to be syndicated to other lenders by J.P. Morgan Securities plc, as sole lead arranger. Drawdown under the RCF is conditional upon the issuance of the full amount of the Initial Bonds and certain other conditions, not all of which are under the control of the Company.

The Company expects to use the net proceeds of the Firm Placing and Placing and Open Offer to continue to incur capital expenditure in line with key Project milestones as part of the Initial Construction Phase prior to entry into the definitive documentation for, and subsequent sequential drawdown and issuance of, the Stage 2 Debt and release of the amount held in escrow in respect of the Escrow New Convertible Bonds. Availability of funds under each component of the Stage 2 Debt is conditional upon Admission, issuance of the New Convertible Bonds, upon the other component of the Stage 2 Debt being available, and upon certain other conditions being met. Although funds under the RCF are expected to become available to the Company at the same time as the proceeds of the Initial Bonds, the Company currently expects to draw upon the RCF later, in tranches. If, as the Directors currently expect, the Stage 2 Debt becomes available by no later than the end of September 2019, the Project is expected to progress in line with the Company's strategy.

In circumstances where the Firm Placing and Placing and Open Offer have been completed, but the Stage 2 Debt Event has not occurred by the end of September 2019, the amount held in escrow in respect of the Escrow New Convertible Bonds will not be available to the Company at that date and the Company will have no available cash to deploy into the Project beyond that date and, as a result, it will be required to cease all discretionary spending and simultaneously consider all options available to it. Unless the Company was able to secure alternative funding (if any such alternative funding were available to the Company, which it may not be) or a merger or acquisition transaction involving the Company by the end of September 2019, the Company would cease to operate as a going concern and the Board would be required to place the Company into administration or liquidation, which could result in Shareholders losing part of or all of their investment in the Company. There can be no assurance, however, that the Company would be successful in securing any such alternative funding or completing any merger or acquisition transaction on commercially acceptable terms, or at all, and the Company is not confident either could be achieved.

If the Resolutions are not approved, neither the Firm Placing nor the Placing and Open Offer nor the New Convertible Bond Offering nor the Stage 2 Debt will be able to proceed. In that case, the Company will have no available cash to deploy into the Project beyond late May 2019, forcing the Company to immediately cease all capital expenditure into the Project such that the Initial Construction Phase would be suspended. In that case, the Board will be required to seek alternative funding or a merger or acquisition transaction involving the Company, both of which the Company believes it would be unlikely to achieve, or initiate an insolvency process (be that administration or liquidation), which could result in Shareholders losing part or all of their investment in the Company.

Use of proceeds

The Company expects to use the net proceeds of the Firm Placing and Placing and Open Offer to continue to incur capital expenditure in line with key Project milestones as part of the Initial Construction Phase prior to entry into the definitive documentation for, and subsequent sequential drawdown and issuance of, the Stage 2 Debt and release of the amount held in escrow in respect of the Escrow New Convertible Bonds.

Current trading and prospects

The Group announced its results for the year ended 31 December 2018 on 30 April 2019, reporting a net loss after tax of £12.5 million compared to a net loss after tax of £78.9 million for the year ended 31 December 2017. The Company is focused on the development of the Project and on a number of objectives, including (i) continued implementation of the Initial Construction Phase; (ii) completion of remaining procurement activities; (iii) expansion of the Company's global sales strategy; and (iv) completion of Stage 2 Financing. As at 31 December 2018, the Group had net assets of £1,030.4 million including cash equivalents of £230.1 million.

On 12 March 2019, the Company announced a new structure with respect to the debt components of the Stage 2 Financing, which the Company believes is a more flexible and attractive way of meeting its Stage 2 Financing requirements. The Company now expects to raise a total of US$3.8 billion of Stage 2 Financing, with the increase primarily reflecting higher financing costs with respect to the new debt structure.

On 28 March 2019, the Company amended its take-or-pay Offtake Agreement with Archer Daniels Midland, to exclude certain rights by Archer Daniels Midland to terminate such Offtake Agreement for failure by the Company to achieve a Project milestone.

On 24 April 2019, the Group entered into a 10-year supply and distribution agreement with BayWa Agri Supply & Trade (BAST) covering most of Europe for minimum volumes of POLY4 ramping up to 2.5 mtpa in year five of the agreement.

On 30 April 2019, the Company entered into the Initial Bond Engagement Letter and on 30 April 2019, the Company entered into the Commitment Letter with respect to the RCF.

Following completion of the Stage 2 Financing the Company expects to continue to progress the Project and the Initial Construction Phase in line with key project milestones and to incur significant additional capital expenditures and further operating losses as it continues to invest in the development of the Project.

3. Dividend policy

The Company has never declared or paid any cash dividends on its shares. The Company intends to retain future earnings, if any, to finance the operation of its business and does not anticipate paying any cash dividends in the foreseeable future until the Project is operational and generating cash, when the dividend policy will be reviewed in line with then-existing financial commitments. Any future determination relating to the Company's dividend policy will be made at the discretion of the Directors after considering its financial condition, results of operations, capital requirements, business prospects and other factors the Directors deem relevant, and subject to the restrictions contained in any future financing instruments.

4. Working Capital

In the opinion of the Company, taking into account available cash balances and the net proceeds of the Firm Placing and Placing and Open Offer, the Group does not have sufficient working capital for its present requirements, that is, for at least twelve months following the date of the Prospectus.

The Company is of the opinion that, taking into account its existing cash balances and the net proceeds of the Firm Placing and Placing and Open Offer, the Group will have sufficient working capital for its requirements to the end of September 2019. As the Company has no immediate sources of revenue and requires investment throughout the Initial Construction Phase of the Project, it will require approximately an additional £235 million to make up the shortfall required for the Company to have sufficient working capital for at least twelve months from the date of the Prospectus. If the Resolutions are not approved, neither the Firm Placing nor the Placing and Open Offer nor the New Convertible Bond Offering will be able to proceed, in which case the Company would require approximately an additional £535 million to make up the shortfall required for the Company to have sufficient working capital for at least twelve months from the extpected date of the Prospectus (as well as additional financing after that date of approximately US$3.1 billion to fund the construction of the Project during the remainder of the Initial Construction Phase). There is no assurance that the Company would be successful in raising the capital required to fund the Project through the Initial Construction Phase on commercially reasonable terms, or at all, and the Company believes it would be unlikely to achieve raising the required capital.

The Firm Placing and Placing and Open Offer is expected to raise gross proceeds of approximately US$400 million (£310 million) (or approximately US$380 million (£294 million) net of fees and expenses). Excluding the proceeds of the Non-Escrow New Convertible Bonds, which will be applied by the Company entirely in purchasing an equivalent aggregate principal amount of Existing Convertible Bonds through the Existing Convertible Bonds Buy-back, the New Convertible Bond Offering is expected to raise gross proceeds of approximately US$400 million (£310 million) (or approximately US$385 million (£298 million) net of fees and expenses). As of the date of this announcement, the Company has entered into the Initial Bond Engagement Letter with respect to the Initial Bonds and the Commitment Letter with respect to the RCF for a total of US$3.0 billion in respect of the Stage 2 Debt. The Board currently expects that, subject to prevailing market conditions, the Initial Bonds will be issued by no later than the end of September 2019. The Board further expects that, subject to prevailing market conditions and upon successful achievement of the conditions precedent under the Commitment Letter, initial drawdown under the RCF will occur no later than June 2021.

Other than in certain limited circumstances, the amount held in escrow in respect of the Escrow New Convertible Bonds will only be released to the Company upon the occurrence of the Stage 2 Debt Event. Moreover, even if the Stage 2 Debt Event does occur, drawdowns under the RCF will be subject to conditions precedent, including (i) issuance of the New Convertible Bonds and of the full amount of the Initial Bonds, (ii) entry into certain agreements for or exercise of rights in relation to procurement and access relating to the project and amendments to clarify certain specific areas in some of the Offtake Agreements, (iii) entry into intercreditor arrangements, including an intercreditor agreement with Hancock, and (iv) drawdown of the Equity Purchase Price under the Royalty Financing, not all of which are under the control of the Company. After the initial drawdown, subsequent drawdowns upon the RCF will be subject to customary conditions precedent, including the absence of default events and compliance with financial covenants. As of the date of this Announcement, although the Company is confident that it will be able to meet the conditions to the initial and ongoing availability of funding under the RCF (including the issuance of the full amount of the Initial Bonds), such conditions must be met to the satisfaction of, or waived by, the lenders under the RCF and therefore there can be no assurance that all such conditions will be satisfied on a timely basis, or at all. If any single condition precedent is not satisfied or, where feasible, waived, drawdown of the RCF, which is expected to be drawn down in tranches, cannot take place and the Company (itself or through its subsidiaries) may be unable to replace those amounts with alternative sources of funding on commercially attractive terms, or at all.

In circumstances where the Firm Placing and Placing and Open Offer have been completed, but the Stage 2 Debt Event has not occurred by the end of September 2019, the amount held in escrow in respect of the Escrow New Convertible Bonds will not be available to the Company at that date and the Company will have no available cash to deploy into the Project beyond that date and, as a result, it will be required to cease all discretionary spending and simultaneously consider all options available to it. Unless the Company was able to secure alternative funding (if any such alternative funding were available to the Company, which it may not be) or a merger or acquisition transaction involving the Company by the end of September 2019, the Company would cease to operate as a going concern and the Board would be required to place the Company into administration or liquidation, which could result in Shareholders losing part of or all of their investment in the Company. There can be no assurance, however, that the Company would be successful in securing any such alternative funding or completing any merger or acquisition transaction on commercially acceptable terms, or at all, and the Company is not confident either could be achieved.

If the Resolutions are not approved, neither the Firm Placing nor the Placing and Open Offer nor the New Convertible Bond Offering nor the Stage 2 Debt will be able to proceed. In that case, the Company will have no available cash to deploy into the Project beyond late May 2019, forcing the Company to immediately cease all capital expenditure into the Project such that the Initial Construction Phase would be suspended. In that case, the Board will be required to seek alternative funding or a merger or acquisition transaction involving the Company, both of which the Company believes it would be unlikely to achieve, or initiate an insolvency process (be that administration or liquidation), which could result in Shareholders losing part or all of their investment in the Company.

5. Principal terms of the Firm Placing and Placing and Open Offer

5.1 General

The Company intends to raise aggregate gross proceeds of US$400 million (approximately £310 million) at the Issue Price of between 15 and 18 pence per New Ordinary Share by way of the Firm Placing and Placing and Open Offer. The Firm Placing and Placing and Open Offer is conditional, among other things, on the passing of the Resolutions, which will be sought at the General Meeting.

J.P. Morgan Cazenove has agreed to fully underwrite the Firm Placing and Placing and Open Offer of approximately US$400 million and Convertible Bond Offering of approximately US$400 million at launch. Further, J.P. Morgan Cazenove and Liberum have agreed to underwrite the settlement of the Firm Placed Shares and conditionally placed Open Offer Shares placed with Placees procured through the institutional Bookbuild, on the terms and subject to the conditions in the Placing and Open Offer Agreement.

The Issue Price will represent a discount of between approximately 18 and 32 per cent. to the closing price per Ordinary Share of 22 pence on 29 April 2019 (being the last Business Day prior to this announcement). The Directors believe that it is necessary to offer the New Ordinary Shares at a significant discount to complete the Firm Placing and Placing and Open Offer, and accordingly believe that such discount is in the best interests of the Shareholders, and that the Issue Price (and the discount) is appropriate for the Firm Placing and Placing and Open Offer.

The Firm Placing and Placing and Open Offer is conditional on, among other things:

· the Resolutions being passed by the Shareholders at the General Meeting (or, with the Joint Bookrunners' written consent, at any adjournment thereof);

· Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

· the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Firm Placing and Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter. In these circumstances, the Firm Placing to the Firm Placees and the Placing to the Conditional Placees will not proceed.

The New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares 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.

Application will be made to the FCA for the New Ordinary Shares proposed to be issued in connection with the Firm Placing and Placing and Open Offer to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on or around 23 May 2019.

5.2 Firm Placing

Approximately 90 per cent of the Firm Placing and Placing and Open Offer will be placed pursuant to the Firm Placing. The Firm Placing is not subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.

J.P. Morgan Cazenove has agreed to fully underwrite the Firm Placing and Placing and Open Offer of approximately US$400 million and Convertible Bond Offering of approximately US$400 million at launch. Further, J.P. Morgan Cazenove and Liberum have agreed to underwrite the settlement of the Firm Placed Shares and conditionally placed Open Offer Shares placed with Placees procured through the institutional Bookbuild, on the terms and subject to the conditions in the Placing and Open Offer Agreement.

With effect from the completion of the institutional Bookbuild and subject to the execution by the Company and the Joint Bookrunners of the Pricing Supplement, to the extent that any Firm Placee procured by the Joint Bookrunners and the Lead Manager fails to take up any or all of the Firm Placed Shares which have been allocated to it or which it has agreed to take up at the Issue Price, each of the Joint Bookrunners has agreed, on the terms and subject to the conditions set out in the Placing and Open Offer Agreement, to take up such Firm Placed Shares at the Issue Price in equal proportions. This underwriting commitment is conditional on the Placing and Open Offer Agreement becoming fully unconditional and not having been terminated in accordance with its terms.

The Issue Price will represent a discount of approximately 18-32 per cent. to the closing price of 22 pence on 29 April 2019, being the last Business Day before this announcement.

The Firm Placed Shares, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares in respect of all dividends or other distributions declared, made or paid after Admission. Firm Placees will not be able to participate in the Open Offer with respect to the Firm Placed Shares.

5.3 The Placing and Open Offer

Approximately 10 per cent of the Firm Placing and Placing and Open Offer will be placed conditionally with Conditional Placees, subject to clawback by existing shareholders by way of the Open Offer.

The Joint Bookrunners and the Lead Manager intend, pursuant to the Placing and Open Offer Agreement, to conditionally place all of the Open Offer Shares at the Issue Price with institutional investors. The commitments of the Conditional Placees will be subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions relating to Admission and the Placing and Open Offer not being terminated, any Open Offer Shares which are not applied for in the Open Offer through valid applications received from Qualifying Shareholders will be issued to the Conditional Placees procured by the Joint Bookrunners and the Lead Manager.

J.P. Morgan Cazenove has agreed to fully underwrite the Firm Placing and Placing and Open Offer of approximately US$400 million and Convertible Bond Offering of approximately US$400 million at launch. Further, J.P. Morgan Cazenove and Liberum have agreed to underwrite the settlement of the Firm Placed Shares and conditionally placed Open Offer Shares placed with Placees procured through the institutional Bookbuild, on the terms and subject to the conditions in the Placing and Open Offer Agreement.

With effect from the completion of the institutional Bookbuild and subject to the execution by the Company and the Joint Bookrunners of the Pricing Supplement, to the extent that any Conditional Placee procured by the Joint Bookrunners and the Lead Manager fails to take up any or all of the Open Offer Shares which have been allocated to it or which it has agreed to take up at the Issue Price, each of the Joint Bookrunners has agreed, on the terms and subject to the conditions set out in the Placing and Open Offer Agreement, to take up such Open Offer Shares at the Issue Price in equal proportions. This underwriting commitment is conditional on the Placing and Open Offer Agreement becoming fully unconditional and not having been terminated in accordance with its terms.

Subject to the fulfilment of the conditions set out below and in the terms and conditions of the Open Offer and, in the case of Qualifying Non-CREST Shareholders, the terms and conditions in the Application Form, Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares pro rata to their existing shareholdings at the Issue Price on the basis of a ratio determined at the close of the Bookbuild.

Fractions of Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number.

Shareholders who have sold or otherwise transferred all of their Existing Ordinary Shares before the ex-entitlement date will not be entitled to participate in the Open Offer.

The New Ordinary Shares will not be made available in whole or in part to the public except under the terms of the Open Offer. The Open Offer will not be made to Shareholders in the United States or in Excluded Territories (subject to certain exceptions) or to ADR Holders. Accordingly, Application Forms will not be sent to and Open Offer Entitlements will not be credited to the accounts of Shareholders in the United States or in Excluded Territories (subject to certain exceptions) or to ADR Holders.

Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market on behalf of or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be subscribed for under the Conditional Placing for the benefit of the Company.

Full terms and conditions of the Open Offer will be contained in the Prospectus which is expected to be published by the Company on or around 1 May 2019 following approval by the FCA in accordance with the Prospectus Rules and, in respect of Qualifying Non-CREST Shareholders, in the Application Form.

6. Admission to trading and dealing arrangements for the New Ordinary Shares

Applications will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on or around 23 May 2019.

No application is currently intended to be made for the Existing Ordinary Shares or the New Ordinary Shares to be admitted to listing or dealt in on any other exchange.

Subject to the satisfaction of the conditions of the Firm Placing and Placing and Open Offer, the New Ordinary Shares to be issued under the Firm Placing and Placing and Open Offer will be registered in the names of the person to whom they are issued, either:

· in certificated form, with the relevant share certificate expected to be despatched by post, at the applicant's risk, within five Business Days of Admission; or

· in CREST, with delivery (to the designated CREST account) of the New Ordinary Shares applied for expected to take place on or around 23 May 2019 (unless the Company exercises its right to issue New Ordinary Shares in certificated form).

The results of the Firm Placing and Placing and Open Offer will be announced on a Regulatory Information Service.

7. Expected Timetable of Principal Events and Offer Statistics

7.1 Expected Timetable of Principal Events

The times and dates set out in the expected timetable of key events below, and mentioned throughout this announcement, are subject to change, and may be adjusted by the Company in consultation with the Joint Bookrunners. The timetable below also assumes that the Resolutions are all passed at the General Meeting without adjournment. In the event of any significant changes from the below expected timetable, details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Qualifying Shareholders.

Notes:

(1) The ability to participate in the Open Offer is subject to certain restrictions relating to Shareholders with registered addresses outside the United Kingdom.

(2) Different deadlines and procedures for applications may apply in certain cases. For example, if a Qualifying Shareholders holds Existing Ordinary Shares through a CREST Member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

(3) Temporary documents of title will not be issued.

(4) References to times in this announcement are to London time unless otherwise stated.

7.2 Firm Placing and Open Offer Statistics

Notes:

(1) The closing price on the London Stock Exchange's Main Market for listed securities on 29 April 2019, being the last Business Day prior to this announcement.

(2) Fractions of New Ordinary Shares will not be allotted to Shareholders in the Open Offer and fractional entitlements under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares.

APPENDIX 1Definitions

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

The GBP/USD exchange used is £1/US$1.2924, being the closing exchange rate at 16.30 (BST) on 29 April 2019.

APPENDIX 2

TERMS AND CONDITIONSOF THE FIRM PLACING AND PLACING

IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING OR THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, 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 WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FSMA; (C) IF IN THE UNITED STATES, PERSONS REASONABLY BELIEVED TO BE QIBS AS DEFINED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR (D) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM PLACING AND THE PLACING BY THE JOINT BOOKRUNNERS AND THE LEAD MANAGER (TOGETHER THE "BANKS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this announcement.

If a person indicates to the Banks that it wishes to participate in the Firm Placing or the Placing (together, the "Equity Placings") by making an oral offer to acquire Firm Placed Shares pursuant to the Firm Placing and Open Offer Shares pursuant to the terms of the Placing (together, the "Placing Shares") (each such person, a "Placee") it will be deemed to have read and understood these terms and conditions and the announcement of which it forms part and the draft prospectus dated 30 April 2019 prepared by, and relating to, the Company (the "Placing Proof") in their entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions. In particular, each such Placee represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only. Further, each such Placee represents, warrants and agrees that: (a) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares acquired by and/or subscribed for by it in the Equity Placings 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 which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; and (b) it is and, at the time the Placing Shares are acquired, will be either (i) outside the United States, and acquiring the Placing Shares in an offshore transaction in accordance with Rule 903 and Rule 904 of Regulation S for its own account or purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion; or (ii) a QIB. These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire Placing Shares in the United States or any other jurisdiction where to do so may be unlawful, including, without limitation, Australia, Japan, the Republic of South Africa or any other Excluded Territory.

These terms and conditions and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in the United States, subject to certain exceptions, or Australia, Japan, the Republic of South Africa or any other Excluded Territory.

In particular, the Placing Shares referred to in these terms and conditions have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and the Placing Shares may not be offered or sold directly or indirectly in, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the Placing Shares in the United States. Subject to certain exceptions, no offering of the Placing Shares will be made in the United States. The Placing Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Equity Placings or the accuracy or adequacy of these terms and conditions. Any representation to the contrary is a criminal offence in the United States.

The distribution of these terms and conditions and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Banks or the Company that would permit an offer of the Placing Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by the Banks and the Company to inform themselves about and to observe any such restrictions.

Each Placee's commitments will be made solely on the basis of the information set out in this announcement, the Placing Proof and the pricing information expected to be dated on or around 1 May 2019 (the "Pricing Information") which will be provided to each Placee. Each Placee, by participating in the Equity Placings, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of any of the Banks or the Company and none of the Banks, the Company, or any person acting on such person's behalf nor any of their respective affiliates has or shall have liability for any Placee's decision to accept this invitation to participate in the Equity Placings based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Equity Placings. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of any of the Banks or any of their respective affiliates, their respective directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in the Placing Proof, this announcement or the Pricing Information or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Equity Placings and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by any of the Banks or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this announcement or such information or opinions contained herein or otherwise arising in connection with the Placing Proof or the Pricing Information.

These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares or any other securities or an inducement to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in these terms and conditions is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company's profits or earnings per share for any future period will necessarily match or exceed historical published profits or earnings per share of the Company.

Proposed Firm Placing of Firm Placed Shares and Placing of Open Offer Shares subject to clawback in respect of valid applications by Qualifying Shareholders pursuant to the Open Offer

Placees are referred to these terms and conditions, this announcement, the Placing Proof and the Pricing Information containing details of, inter alia, the Equity Placings. These terms and conditions, this announcement, the Placing Proof and the Pricing Information have been prepared and issued by the Company, and each of these documents is the sole responsibility of the Company.

Firm Placing

The Firm Placed Shares are not subject to clawback and do not form part of the Placing and Open Offer. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.

The Banks have agreed, pursuant to the Placing and Open Offer Agreement, to use reasonable endeavours to place, as agent for the Company, the Firm Placed Shares with Placees at a purchase price per New Ordinary Share of not less than 15 pence (the "Floor Price") with Placees. J.P. Morgan Cazenove has agreed, pursuant to the Placing and Open Offer Agreement, to fully underwrite the Firm Placing and Placing and Open Offer up to an aggregate of $400 million at the sterling to US dollar exchange rate of 1.2924. This underwriting obligation shall cease to apply with respect to such Firm Placed Shares and Conditionally Placed Shares that are placed with Placees at or above the Floor Price through the institutional Bookbuild. With effect from the completion of the institutional Bookbuild and subject to the execution by the Company and the Joint Bookrunners of a supplement setting out the Issue Price and the number of Firm Placed Shares and Open Offer Shares to be issued (the "Pricing Supplement"), to the extent that any Placee (other than J.P. Morgan Cazenove in accordance with its underwriting obligations) fails to take up any or all of the Firm Placed Shares which have been allocated to it or which it has agreed to take up at the Issue Price, the Joint Bookrunners have agreed, on the terms and subject to the conditions in the Placing and Open Offer Agreement, to take up such Firm Placed Shares at the Issue Price.

Application will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to listing on the premium listing segment of the official list of the FCA (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission").

Subject to the conditions below being satisfied, it is expected that Admission will become effective on 23 May 2019 and that dealings for normal settlement in the Firm Placed Shares will commence at 8.00 a.m. on the same day. The Firm Placed Shares, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares by reference to a record date on or after Admission.

The Firm Placees will not be entitled to participate in the Open Offer in respect of Firm Placed Shares.

The Firm Placing is conditional, inter alia, upon:

(i) Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

(ii) the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.

Conditional Placing and Open Offer

The Banks have agreed, pursuant to the Placing and Open Offer Agreement, to use reasonable endeavours to conditionally place, as agent for the Company, all the Open Offer Shares at a price not less than the Floor Price with placees. The commitments of placees in the Placing (the "Conditional Placees") are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. J.P. Morgan Cazenove has agreed, pursuant to the Placing and Open Offer Agreement, to fully underwrite the Firm Placing and Placing and Open Offer up to an aggregate of $400 million at the sterling to US dollar exchange rate of 1.2924. This underwriting obligation shall cease to apply with respect to such Firm Placed Shares and Conditionally Placed Shares that are placed with Placees at or above the Floor Price through the institutional Bookbuild. With effect from the completion of the institutional Bookbuild and subject to the execution by the Company and the Joint Bookrunners of the Pricing Supplement, to the extent that any Conditional Placee (other than J.P. Morgan Cazenove in accordance with its underwriting obligations) fails to take up any or all of the Open Offer Shares which are not applied for in respect of the Open Offer and which have been allocated to it, the Joint Bookrunners have agreed, on the terms and subject to the conditions in the Placing and Open Offer Agreement, to take up such Open Offer Shares at the Issue Price.

Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date. Open Offer Shares will also be made available to Qualifying Shareholders under the Excess Application Facility. Fractions of Open Offer Shares will be rounded down to the nearest whole number.

The New Ordinary Shares issued under the Placing and Open Offer, when issued and fully paid, will be identical to, and rank pari passu with, the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares after Admission.

Application will be made to the FCA for admission of the Open Offer Shares to listing on the premium listing segment of the Official List and to the London Stock Exchange for admission of the Open Offer Shares to trading on its main market for listed securities.

Subject to the conditions below being satisfied, it is expected that Admission will become effective on 23 May 2019 and that dealings for normal settlement in the Open Offer Shares will commence at 8.00 a.m. on the same day.

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

(i) Admission becoming effective by not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

(ii) the Placing and Open Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.

The full terms and conditions of the Open Offer will be contained in the Prospectus to be issued by the Company in connection with the Open Offer and Admission. The Prospectus to be issued by the Company will be approved by the FCA under section 87A of the FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules made under Part VI of the FSMA.

Bookbuild of the Equity Placings

Commencing today, the Banks will be conducting the Bookbuild to determine demand for participation in the Equity Placings and to determine the Issue Price. The Banks will seek to procure Placees as agent for the Company as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics of participation in, the Equity Placings.

Principal terms of the Bookbuild

a. By participating in the Equity Placings, Placees will be deemed to have read and understood this announcement, these terms and conditions, the Placing Proof and the Pricing Information in their entirety and to be participating and making an offer for any Placing Shares on these terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in these terms and conditions.

b. The Banks are arranging the Equity Placings severally, and not jointly, nor jointly and severally, as agents of the Company.

c. Participation in the Equity Placings will only be available to persons who are Relevant Persons and who may lawfully be and are invited to participate by any of the Banks. The Banks and their respective affiliates are entitled to offer to subscribe for Placing Shares as principal in the Bookbuild.

d. Any offer to subscribe for Placing Shares should state the aggregate number of Firm Placed Shares and Open Offer Shares which the Placee wishes to acquire or the total monetary amount which it wishes to commit to acquire Placing Shares at the Issue Price which is ultimately established by the Company and the Joint Bookrunners, or at a price up to a price limit specified in its bid. Allocations of Placing Shares will be made in a combination that reflects an approximately 90:10 ratio of Firm Placed Shares to Open Offer Shares. Other than in circumstances where J.P. Morgan Cazenove is required to underwrite the Capital Raising at the Floor Price, the Bookbuild is expected to establish a single price for the Firm Placed Shares and the Open Offer Shares. The Issue Price will be jointly agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and will be payable by the Placees in respect of the Placing Shares allocated to them.

e. The Bookbuild is expected to close on or around 5.00 p.m. on 30 April 2019 but may close earlier or later, at the discretion of the Joint Bookrunners and the Company. The timing of the closing of the books and allocations will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild (the "Allocation Policy"). The Banks may, in agreement with the Company, accept offers to subscribe for Placing Shares that are received after the Bookbuild has closed.

f. An offer to subscribe for Placing Shares in the Bookbuild will be made on the basis of these terms and conditions and the Placing Proof and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.

g. Subject to paragraph (e) above, the Joint Bookrunners reserve the right not to accept an offer to subscribe for Placing Shares, either in whole or in part, on the basis of the Allocation Policy and may scale down any offer to subscribe for Placing Shares for this purpose.

h. If successful, each Placee's allocation will be confirmed to it by the Joint Bookrunners following the close of the Bookbuild. Oral or written confirmation (at the Joint Bookrunners' discretion) from the Joint Bookrunners to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the Banks and the Company to acquire the number of Placing Shares allocated to it (and in the respective numbers of Firm Placed Shares and Open Offer Shares (subject to clawback) so allocated) on the terms and conditions set out herein. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Banks, to pay to the Banks (or as the Banks may direct) as agent for the Company in cleared funds an amount equal to the product of the Issue Price and the sum of the number of Firm Placed Shares and, once apportioned after clawback (in accordance with the procedure described in the paragraph entitled 'Placing Procedure' below), the Open Offer Shares, which such Placee has agreed to acquire.

i. The Company will make a further announcement following the close of the Bookbuild detailing the Issue Price and the number of Placing Shares to be issued (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

j. Subject to paragraphs (g) and (h) above, the Joint Bookrunners reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at the Joint Bookrunners' discretion and may scale down any bids as the Joint Bookrunners may determine, subject to agreement with the Company. The acceptance of bids shall be at the Joint Bookrunners' absolute discretion, subject to agreement with the Company.

k. Irrespective of the time at which a Placee's allocation(s) pursuant to the Equity Placings is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Firm Placing will be required to be made at the time specified and all Placing Shares to be acquired pursuant to the Placing will be required to be made at the later time specified, on the basis explained below under the paragraph entitled "Registration and Settlement".

l. No commissions are payable to Placees in respect of the Firm Placing or the Placing.

m. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Firm Placing and/or the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Equity Placings will be subject to the fulfilment of the conditions referred to below under the paragraph entitled "Conditions of the Equity Placings and Termination of the Placing and Open Offer Agreement".

Conditions of the Equity Placings and Termination of the Placing and Open Offer Agreement

Placees will only be called on to acquire Placing Shares if the obligations of the Banks under the Placing and Open Offer Agreement have become unconditional in all respects and the Joint Bookrunners have not terminated the Placing and Open Offer Agreement prior to Admission.

The Banks' obligations under the Placing and Open Offer Agreement in respect of the Firm Placing and the Placing and Open Offer are conditional upon, inter alia:

(a) the Prospectus being approved pursuant to the Prospectus Rules by the FCA not later than 6.00 p.m. on the Business Day following the completion of the accelerated bookbuilding process (or such later time and/or date as the Company and the Joint Bookrunners may agree);

(b) Admission occurring not later than 8.00 a.m. on 23 May 2019 (or such later time and/or date as the Company and the Joint Bookrunners may agree);

(c) the passing of the Resolutions (without amendment) at the General Meeting on 21 May 2019 (or, with the Joint Bookrunners' written consent (such consent not to be unreasonably withheld or delayed), at any adjournment thereof);

(d) the warranties given by the Company to the Banks as contained in the Placing and Open Offer Agreement being true, accurate and not misleading on and as of the date of the Placing and Open Offer Agreement and at all times between the date of the Placing and Open Offer Agreement and Admission, by references to the facts and circumstances from time to time subsisting;

(e) there not having occurred, in the opinion of either of the Joint Bookrunners (acting in good faith), a material adverse change affecting the condition of, or in the earnings, management, business affairs, solvency or prospects of, (i) the Company or (ii) the Group taken as a whole, in each case whether or not arising in the ordinary course of business at any time prior to Admission;

(f) there not having occurred any event referred to in section 87G of the FSMA arising between the time of publication of the Prospectus and Admission and there being no supplementary prospectus published by the Company prior to Admission which either of the Joint Bookrunners (in their bona fide opinion, acting in good faith) consider to be material and adverse in the context of the Equity Placings or Admission

(g) the Placing Price and the number of New Ordinary Shares to be issued having been determined and the Pricing Supplement having been executed by the Company and the Joint Bookrunners on the date the accelerated bookbuilding process is completed (or such later time and/or date as the Company and the Joint Bookrunners may agree); 

(h) the RCF Commitment Letter having been executed, remaining in full force and effect at all times, and not having been terminated at any time, prior to Admission;

(i) the subscription agreement in connection with the 2019 Convertible Bond Offering having been executed, remaining in full force and effect at all times, and not having been terminated in accordance with its terms at any time prior to Admission; and

(j) the Royalty Finance Agreement remaining in full force and effect at all times, and not having been terminated at any time, prior to Admission,

(all such conditions included in the Placing and Open Offer Agreement being together the "Conditions"), provided that J.P. Morgan Cazenove's underwriting obligations are not subject to the Condition set out in (g) above.

The Placing and Open Offer Agreement can be terminated at any time before Admission by the Joint Bookrunners giving notice to the Company in certain circumstances, including (but not limited to) where (a) any of the relevant conditions in the Placing and Open Offer Agreement are not satisfied in all material respects at the required times (unless waived); and (b) there has been a breach by the Company of any of the warranties, undertakings or covenants in the Placing and Open Offer Agreement or any of the warranties has ceased to be true, accurate and not misleading, and in each case, the effect, in the good faith opinion of either of the Joint Bookrunners, is singly or in the aggregate material in the context of the Equity Placings and/or is such as to make it impracticable or inadvisable to proceed with the Equity Placings, Admission or to market or enforce contracts for the sale of, any New Ordinary Shares.

If any Condition has not been satisfied, has not been waived by the Joint Bookrunners or has become incapable of being satisfied (and is not waived by the Joint Bookrunners as described below) or if the Placing and Open Offer Agreement is terminated, all obligations under these terms and conditions will automatically terminate. By participating in the Equity Placings, each Placee agrees that its rights and obligations hereunder are conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects in respect of the Firm Placing (in respect of Firm Placed Shares subscribed for) and/or in respect of the Placing (in respect of Open Offer Shares subscribed for under the Placing) and that its rights and obligations will terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral or written confirmation by the Banks (at the Joint Bookrunners' discretion) following the close of the Bookbuild.

The Joint Bookrunners may in their absolute discretion in writing waive fulfilment of certain of the Conditions in the Placing and Open Offer Agreement or extend the time provided for fulfilment of such Conditions. Any such extension or waiver will not affect Placees' commitments as set out in these terms and conditions.

By participating in the Equity Placings each Placee agrees that the exercise by the Company or any of the Banks of any right or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Company and each of the Banks (as the case may be) and that neither the Company nor any of the Banks need make any reference to such Placee (or to any other person whether acting on behalf of any Placee or otherwise) and that neither the Company nor any of the Banks shall have any liability to such Placee (or to any other person whether acting on behalf of any Placee or otherwise) whatsoever in connection with any such exercise.

None of the Banks, nor the Company, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made by the Joint Bookrunners as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Placing and Open Offer Agreement and/or whether or not to exercise any such termination right.

Withdrawal Rights

Placees acknowledge that their acceptance of any of the Placing Shares is not by way of acceptance of the public offer made in the Prospectus and (if applicable) the Application Form but is by way of a collateral contract and as such section 87Q of the FSMA does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Firm Placing and Placing and Open Offer or Admission. If, however, a Placee is entitled to withdraw, by accepting the offer of a placing participation, the Placee agrees to confirm their acceptance of the offer on the same terms immediately after such right of withdrawal arises.

Placing Procedure

Placees shall acquire the Firm Placed Shares and Open Offer Shares to be issued pursuant to the Equity Placings (after clawback) and any allocation of the Firm Placed Shares and Open Offer Shares (subject to clawback) to be issued pursuant to the Equity Placings will be notified to them on or around 1 May 2019 (or such other time and/or date as the Company and the Joint Bookrunners may agree).

Placees will be called upon to subscribe for, and shall subscribe for, the Open Offer Shares only to the extent that valid applications by Qualifying Shareholders under the Open Offer are not received by 11.00 a.m. on 20 May 2019 (or by such later time and/or date as the Company may agree with the Joint Bookrunners) or if applications have otherwise not been deemed to be valid in accordance with the Prospectus and the Application Form.

Payment in full for any Firm Placed Shares and Open Offer Shares so allocated in respect of the Equity Placings at the Issue Price must be made by no later than 20 May 2019 (or such other date as shall be notified to each Placee by the relevant Bank) on the closing date for the Firm Placing and the closing date for the Open Offer, respectively (or such other time and/or date as the Company and the Joint Bookrunners may agree). The Banks will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in the Placing Proof and/or Prospectus or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with the relevant Bank.

Settlement for the Equity Placings will be on a T+2 and delivery versus payment basis and settlement is expected to take place on or around 23 May 2019. Each Placee is deemed to agree that if it does not comply with these obligations, the Banks may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee. By communicating a bid for Placing Shares, each Placee confers on the Banks all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully take in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax which may arise upon any transaction in the Placing Shares on such Placee's behalf.

Acceptance

By participating in the Equity Placings, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks and the Company, the following:

1. in consideration of its allocation of a placing participation, to subscribe at the Issue Price for any Placing Shares comprised in its allocation for which it is required to subscribe pursuant to these terms and conditions, subject to clawback of the Open Offer Shares in respect of valid applications from Qualifying Shareholders in the Open Offer;

2. it has read and understood this announcement (including these terms and conditions), the Placing Proof and the Pricing Information in their entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Equity Placings, the Company, the New Ordinary Shares, or otherwise, other than the information contained in this announcement (including these terms and conditions), the Placing Proof and the Pricing Information that in accepting the offer of its placing participation it will be relying solely on the information contained in this announcement (including these terms and conditions), the Placing Proof and the Pricing Information, receipt of which is hereby acknowledged, and undertakes not to redistribute or duplicate such documents;

3. its oral commitment will be made solely on the basis of the information set out in this announcement, the Placing Proof, the Pricing Information and the information publicly announced to a Regulatory Information Service by or on behalf of the Company on the date of this announcement, such information being all that such Placee deems necessary or appropriate and sufficient 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 representations or warranties or statements made, by any of the Banks or the Company nor any of their respective affiliates and none of the Banks or the Company will be liable for any Placee's decision to participate in the Firm Placing and/or the Placing based on any other information, representation, warranty or statement;

4. the content of this announcement, these terms and conditions, the Placing Proof and the Pricing Information are exclusively the responsibility of the Company and agrees that none of the Banks nor any of their respective affiliates nor any person acting on behalf of any of such persons will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and none of the Banks or the Company, or any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee's decision to accept its placing participation;

5. it has not relied on, and will not rely on, any information relating to the Company contained or which may be contained in any research report or investor presentation prepared or which may be prepared by any of the Banks or any of their affiliates; (ii) none of the Banks, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (iii) none of the Banks, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (iv) none of the Banks, their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) to (iii) above, whether at the date of publication of such information, the date of this announcement or otherwise;

6. it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Equity Placings, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Firm Placing and/or the Placing;

7. it is acting as principal only in respect of the Equity Placings or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person, (ii) it is and will remain liable to the Company and the Banks for the performance of all its obligations as a Placee in respect of the Equity Placings (regardless of the fact that it is acting for another person), (iii) if it is in the United Kingdom, it is a person (a) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (b) is a "qualified investor" as defined in section 86 of the FSMA, (iv) if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive, and (v) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares subscribed by it in the Equity Placings are not being acquired on a non-discretionary basis for, or on behalf of, nor will they be acquired with a view to their offer or resale to persons in a member state of the EEA in circumstances which may give rise to an offer of shares to the public, other than their offer or resale to qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive in a member state of the EEA which has implemented the Prospectus Directive;

8. if it has received any confidential price sensitive information about the Company in advance of the Equity Placings, 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, prior to the information being made generally available;

9. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 and the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;

10. 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;

11. it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;

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

13. it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Equity Placings 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 these terms and conditions);

14. unless otherwise agreed by the Company (after agreement with the Joint Bookrunners), it is not, and at the time the Placing Shares are subscribed for and purchased will not be, subscribing for and on behalf of a resident of Australia, Japan, the Republic of South Africa or any other Excluded Territory and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Excluded Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

15. it does not expect the Banks to have any duties or responsibilities towards it for providing protections afforded to clients under the rules of the FCA Handbook (the "Rules") or advising it with regard to the Placing Shares and that it is not, and will not be, a client of any of the Banks as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;

16. any exercise by the Joint Bookrunners of any right to terminate the Placing and Open Offer Agreement or of other rights or discretions under the Placing and Open Offer Agreement or the Equity Placings shall be within the Joint Bookrunners' absolute discretion and neither the Joint Bookrunners nor the Lead Manager shall have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;

17. neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

18. the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and acknowledges that the Banks and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Equity Placings on the basis that the Placing Shares will be allotted to a CREST stock account of one of the Banks who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19. where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;

20. if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;

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

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

23. participation in the Equity Placings is on the basis that, for the purposes of the Equity Placings, it is not and will not be a client of J.P. Morgan Securities plc, Liberum Capital Limited or Shore Capital Stockbrokers Limited and that none of J.P. Morgan Securities plc, Liberum Capital Limited or Shore Capital Stockbrokers Limited have any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Equity Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement or the contents of these terms and conditions;

24. to provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Equity Placings, subject to its legal, regulatory and compliance requirements and restrictions;

25. 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 Wales and it submits (on its behalf and on behalf of any Placee 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 the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

26. to fully and effectively indemnify and hold harmless the Company and the Banks and each of their respective affiliates (as defined in Rule 501(b) under the Securities Act) and each person, if any, who controls any Bank within the meaning of Section 15 of the Securities Act or Section 20 of the US Exchange Act of 1934, as amended, and any such person's respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities and expenses (including legal fees and expenses) ("Losses") (i) arising from any breach by such Placee of any of the provisions of these terms and conditions and (ii) incurred by any Indemnified Person arising from the performance of the Placee's obligations as set out in these terms and conditions;

27. in making any decision to subscribe for the Placing Shares, (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own 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 Equity Placings (including the merits and risks involved); (iv) it has had sufficient time 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 (v) will not look to the Banks, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

28. the Banks and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable; and

29. its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Firm Placing and/or 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 Firm Placing and/or the Placing.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Banks would be responsible and Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Banks and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their own advice and they should notify the relevant Bank accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Selling Restrictions

By participating in the Equity Placings, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks and the Company, the following:

1. it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Shares;

2. it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;

3. if it is in the United Kingdom, it is a person (i) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified investor" as defined in section 86 of the FSMA;

4. if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

5. it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

6. it is and, at the time the Placing Shares are purchased, will be either (i) outside the United States, purchasing in an offshore transaction pursuant to Regulation S or (ii) a QIB that makes each of the representations, warranties, acknowledgments and agreements set out in paragraph 9 below;

7. none of the Placing Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;

8. none of the Placing Shares may be offered, sold, taken up or delivered directly or indirectly, in whole or in part, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

9. if it is in the United States, (i) it is a QIB and is acquiring the Placing Shares for its own account or for the account of one or more QIBs with respect to whom it has the authority to make, and does make, the representations and warranties set forth herein, for investment purposes and not with a view to further distribution of such Placing Shares; (ii) it is aware, and each beneficial owner of the Placing Shares has been advised, that the sale of Placing Shares to it is in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act; (ii) it will only offer, resell, pledge or otherwise transfer the Placing Shares (a) to a person that the seller and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (b) outside the United States in accordance with Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (d) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and (iii) notwithstanding anything to the contrary, it understands that Placing Shares may not be deposited into any unrestricted depositary receipt facility in respect of Placing Shares established or maintained by a depositary bank unless and until such time as such Placing Shares are no longer "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; and

10. it (on its behalf and on behalf of any Placee on whose behalf it is acting) has (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Banks (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Equity Placings; (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for the relevant Placing Shares; and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.

Miscellaneous

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for Open Offer Shares under the terms and conditions of the Open Offer. Any participation by a Placee as a Qualifying Shareholder in the Open Offer will not reduce such Placee's commitment in respect of its placing participation.

The Company reserves the right to treat as invalid any application or purported application for Placing Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or an Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Placing Shares in, or in the case of a credit of Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be in, an Excluded Territory or the United States, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.

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

Times

Unless the context otherwise requires, all references to time are to London time. All times and dates in these terms and conditions may be subject to amendment. The Banks will notify Placees and any persons acting on behalf of the Placees of any changes.