TCM.L Regulatory News (TCM)

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF TELIT COMMUNICATIONS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE APPENDIX AT THE END OF THIS ANNOUNCEMENT.

4 May 2017

Proposed Placing of up to 11,593,000 New Shares in Telit Communications PLC

Telit Communications PLC ("Telit" or the "Company"), a global enabler of the Internet of Things (IoT), today announces its intention to conduct a placing of up to 11,593,000 new ordinary shares in the Company (the "New Shares"), in order to fund several identified acquisition opportunities mainly in the IoT Services sector, which the Company will look to execute in the near to medium term (the "Placing"). The New Shares represent 10.0% of Telit's current outstanding issued share capital.

Telit has entered into a placing agreement with Joh. Berenberg, Gossler & Co. KG ("Berenberg") and Canaccord Genuity Limited ("Canaccord Genuity") to act as Joint Bookrunners in relation to the Placing.

The sale of New Shares is being made to institutional investors only and will be by means of an accelerated bookbuild offering, which is to begin immediately. A further announcement will be made following completion of the bookbuild and pricing of the Placing.

Following completion of the transaction the Company has agreed to a lock-up of 180 days.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information, please contact:

About Telit

Telit (AIM: TCM), is the global leader in Internet of Things (IoT) enablement. The company offers the industry's broadest portfolio of integrated products and services for end-to-end IoT deployments - including cellular communication modules in all technologies, GNSS, short-to-long range wireless modules, IoT connectivity plans and IoT platform services. Through the IoT Portal, Telit makes IoT onboarding easy, reduces risk, time to market, complexity and costs for asset tracking, remote monitoring and control, telematics, industrial automation and others, across many industries and vertical markets worldwide.

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Copyright © 2017 Telit Communication PLC. All rights reserved. Telit, Telit Wireless Solutions, Telit Communication PLC, telit.com, telit2market, Telit Technical Forum, secureWISE, deviceWISE and all associated logos are trademarks of Telit Communications PLC in the United States and other countries. Other names used herein may be trademarks of their respective owners.

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.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

This appendix and the terms and conditions set out herein do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any ordinary shares of £0.01 pence each ("Shares") or other securities in Telit Communications PLC (the "Company") to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the sale of the new Shares ("New Shares") proposed to be allotted and issued by the Company (through subscription)(the "Placing") must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this document in their jurisdiction (all such persons being "Relevant Persons"). In particular, this Announcement does not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any New Shares or other securities of the Company in the United States, Australia, Canada, Japan, the Republic of South Africa, Israel or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.

Berenberg's London Branch, which is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections offered to the clients of Berenberg, nor for providing advice in relation to the Placing or any matters referred to in this announcement. Canaccord Genuity, which in the United Kingdom is authorised and regulated by the Financial Conduct Authority, is acting solely for the Company in relation to the bookbuild and Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

Members of the public are not eligible to take part in the Placing. Prospective investors must inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer, redemption or other disposal of the New Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer, redemption or other disposal of the New Shares which they might encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer, redemption or other disposal of the New Shares. This Announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") or Canaccord Genuity Limited ("Canaccord" and, together with Berenberg, the "Joint Brokers"). The offer and sale of New Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or Israel. Subject to certain exemptions, the New Shares may not be offered to or sold within Australia, Canada, Japan, the Republic of South Africa or Israel or to any national, resident or citizen of Canada, Australia, Canada, New Zealand or the Republic of South Africa.

The New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US "Securities Act"), or the securities laws of any other jurisdiction of the United States. The New Shares may not be offered or sold within the United States (except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act). No public offering of the New Shares is being made in the United States. The New Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in reliance on, Regulation S under the US Securities Act ("Regulation S"). The New Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

In the United Kingdom this Announcement is being distributed to, and is directed only at qualified investors (as defined in the Prospectus Directive (as defined below)) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order and persons within the United Kingdom who receive this document (other than persons falling within (i) and (ii) above) should not rely on or act upon this Announcement.

In relation to each member state of the European Economic Area (each, a "Member State"), no New Shares have been offered, or will be offered, pursuant to the Placing to the public in that Member State prior to the publication of a prospectus in relation to the New Shares which has been approved by the competent authority in that Member State, all in accordance with the Prospectus Directive, except that offers of New Shares to the public may be made at any time under the following exemptions under the Prospectus Directive:

A. to any legal entity which is a "qualified investor" (as defined in the Prospectus Directive);

B. to fewer than 150 natural or legal persons (other than "qualified investors") in such Member State; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of New Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Member State and each person who initially acquires any New Shares or to whom any offer is made under the Placing will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression "an offer to the public" in relation to any offer of New Shares in any Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression the "Prospectus Directive" means Directive 2003/71/EC (as amended), as implemented in the Member State and includes any relevant implementing measure in each Member State.

This Announcement applies to persons who are invited to and who choose to purchase New Shares through the Placing (each such person a "Placee"). Each Placee hereby agrees with the Joint Brokers to be legally and irrevocably bound by this Announcement which sets out the terms and conditions on which the New Shares will be acquired in the Placing.

The terms and conditions set out in this Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Acceptance of any offer incorporating the terms and conditions set out in this Announcement (whether orally or in writing or evidenced by way of a contract note) will constitute a binding irrevocable commitment by a Placee, subject to the terms and conditions set out below, to subscribe and pay for the relevant number of New Shares (the "Placing Participation"). Such commitment is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with The Joint Brokers in their capacity as agents for the Company and are therefore directly enforceable by the Company.

In the event that a Joint Broker has procured acceptances from Placees in connection with the Placing prior to the date of the despatch of this Announcement to a Placee, that Joint Broker will, prior to the admission of the New Shares to trading on AIM ("Admission"), request confirmation from any such Placee that its Placing Participation as agreed in any earlier commitment remains firm and binding upon the terms and conditions of this Announcement. Upon such confirmation being given (whether orally, in writing or by conduct (including, without limitation, by receipt of the relevant placing proceeds by the Joint Broker)) any agreement made in respect of the New Shares shall be varied, amended and/or ratified in accordance with the terms and conditions set out in this Announcement.

Terms of the Placing

Application has been made to the London Stock Exchange for the admission of the New Shares to trading on AIM. Except as otherwise set forth herein, it is anticipated that dealings in the New Shares will commence on AIM at 8:00a.m. on 10 May 2017 for normal account settlement and that Admission will become effective on that date. The New Shares will not be admitted to trading on any stock exchange other than AIM. Each Placee will be deemed to have read this Announcement in its entirety. The Joint Brokers are acting for the Company only and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and to the fullest extent permitted by law and applicable Financial Conduct Authority ("FCA") rules, neither Joint Broker nor any of their affiliates will have any liability to Placees or to any person other than the Company in respect of the Placing.

The New Shares will rank equally in all respects with the existing Shares of the Company on Admission, including the right to receive dividends or other distributions declared on or after Admission, if any.

The price payable per new Placing Share shall be the "Placing Price".

A Placee's commitment to subscribe for a fixed number of New Shares will be agreed with, and confirmed to it orally by, a Joint Broker and a contract note will be dispatched as soon as possible thereafter. The oral confirmation to the Placee by the relevant Joint Broker constitutes an irrevocable, legally binding contractual commitment to the Joint Broker (as agent for the Company) to subscribe for the number of New Shares allocated to it on the terms set out in this Announcement.

Commissions will not be paid to Placees in connection with the Placing.

Conditions

Each Placee's Placing Participation is in all respects conditional upon:

i. the placing agreement entered into between the Joint Brokers and the Company on 4 May 2017 (the "Placing Agreement") becoming unconditional in all respects and not having been terminated in accordance with its terms; and

ii. Admission having become effective,

in each case by 10 May 2017 or such later time and/or date as the Company and the Joint Brokers agree, but in any event being no later than 31 May 2017.

Pursuant to the Placing Agreement, the Joint Brokers have agreed, on behalf of and each as agent for the Company, to use their reasonable endeavours to procure subscribers or purchasers for the New Shares at the Placing Price, subject to the terms of this Announcement.

The Placing Agreement contains certain warranties and indemnities from the Company, in each case for the benefit of the Joint Brokers. Either Joint Broker may, in its absolute discretion, terminate the Placing Agreement if prior to Admission, inter alia, a force majeure event occurs, there is a breach of any of the undertakings or any fact or circumstance arises which causes a warranty to become untrue or inaccurate in any material respect. The exercise by a Joint Broker of any right of termination or any right of waiver exercisable by such Joint Broker contained in the Placing Agreement or under the terms and conditions set out in this Announcement is within the absolute discretion of such Joint Broker and such Joint Broker will not have any liability to you whatsoever in connection with any decision to exercise, or not exercise, any such rights.

If (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (ii) the

Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by you to either Joint Broker will be returned to you at your risk without interest, and your rights and obligations hereunder shall cease and determine at such time and no claim shall be made by you in respect thereof.

None of the Company or either Joint Broker owes any fiduciary duty to any Placee in respect of the representations, warranties, undertakings or indemnities in the Placing Agreement.

Settlement

The Company has applied for the New Shares to be held in CREST and settlement of the New Shares will take place in CREST.

New Shares will be delivered direct into your CREST account, provided payment has been made in terms satisfactory to the relevant Joint Broker and the details provided by you have provided sufficient information to allow the CREST system to match to the CREST account specified. New Shares comprised in your Placing Participation are expected to be delivered to the CREST account which you specify by telephone to your usual sales contact at either Berenberg or Canaccord (as applicable).

If you do not provide any CREST details or if you provide insufficient CREST details to match within the CREST system to your details, the relevant Joint Broker may at its discretion deliver your Placing Participation in certificated form provided payment has been made in terms satisfactory to such Joint Broker and all conditions in relation to the Placing have been satisfied or waived.

Subject to the conditions set out above, payment in respect of your Placing Participation is due as set out below. You should provide your settlement details in order to enable instructions to he successfully matched in CREST. The payment instructions for settlement in CREST and settlement outside of CREST will be set out in the contract note issued to each Placee by the relevant Joint Broker.

In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed. Once the New Shares are allotted and issued, New Shares held in uncertificated form will be admitted to CREST with effect from Admission. It is expected that dealings on AIM in the New Shares will commence at 8:00a.m. on 10 May 2017.

Further Terms, Confirmations and Warranties

In accepting the Placing Participation, each Placee makes the following confirmations, acknowledgements, warranties and/or undertakings to the Joint Brokers and the Company and their respective directors/ agents and advisers:

You represent and warrant that you have read this Announcement in its entirety and acknowledge that your participation in the Placing will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings set out in this Announcement.

You acknowledge and agree that your acceptance of your Placing Participation on the terms set out in this Announcement is legally binding, irrevocable and is not capable of termination or rescission by you in any circumstances.

You confirm, represent and warrant that you have not relied on, received nor requested, nor do you have any need to receive, any prospectus, offering memorandum, listing particulars or any other document describing the business and affairs of the Company which has been prepared for delivery to prospective investors in order to assist them in making an investment decision in respect of the New Shares. You further confirm, represent and warrant that you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, the Joint Brokers or by any subsidiary, holding company, branch or associate of the Company or either Joint Broker, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing and none of the Joint Brokers, the Company or any of their respective directors and/or employees and/or person(s) acting on behalf of any of them shall, to the maximum extent permitted under law, have any liability (except in the case of fraud) in respect of any such other information, representation, warranty, agreement, undertaking or statement. You irrevocably and unconditionally waive any right you may have in respect of such other information, representation, warranty, agreement, undertaking or statement. You further confirm, represent and warrant that in making your application under the Placing you will be relying solely on the information contained in this Announcement.

You confirm, represent and warrant that you are sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the New Shares and, among others, of the fact that you may not be able to resell the New Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments.

You confirm, represent and warrant, if a body corporate, that you are a valid and subsisting body corporate and have all the necessary corporate capacity and authority to execute your obligations in connection with your Placing Participation.

You agree that the exercise by either Joint Broker of any right of termination or any right of waiver exercisable by either Joint Broker contained in the Placing Agreement or the exercise of any discretion thereunder is within the absolute discretion of the such Joint Broker and the Joint Brokers will not have any liability to you whatsoever in connection with any decision to exercise or not exercise any such rights. You acknowledge that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and your rights and obligations hereunder shall cease and determine at such time and no claim shall be made by you in respect thereof.

You acknowledge and agree that the Joint Brokers are not acting for and that you do not expect the Joint Brokers to have any duties or responsibilities towards you for, providing protections afforded to their customers or clients under the Financial Conduct Authority Conduct of Business Source Book or advising you with regard to your Placing Participation and that you are not, and will not be, a customer or client of either Joint Broker as defined by the Financial Conduct Authority Conduct of Business Source Book. Likewise, the Joint Brokers will not treat any payment by you pursuant to this Announcement as client money governed by the Financial Conduct Authority Conduct of Business Source Book.

You confirm, represent and warrant that you may lawfully acquire the New Shares comprising your Placing Participation and that you have complied with and will comply with all applicable provisions of Financial Services and Markets Act 2000 with respect to anything done by you in relation to the New Shares in, from or otherwise involving, the United Kingdom.

You acknowledge and agree that your agreement with the relevant Joint Broker to acquire New Shares, whether by telephone or otherwise is a legally binding contract and the terms and conditions of your Placing Participation and any non-contractual obligation arising therefrom will be governed by and construed in accordance with, the laws of England and Wales, to the exclusive jurisdiction of whose courts you irrevocably agree to submit.

You acknowledge and agree that time shall be of the essence as regards obligations pursuant to this Announcement.

You acknowledge and agree that it is the responsibility of any person outside of the United Kingdom wishing to subscribe for or purchase New Shares to satisfy himself that, in doing so, he complies with the laws of any relevant territory in connection with such subscription or purchase and that he obtains any requisite governmental or other consents and observes any other applicable formalities.

You acknowledge and agree that the New Shares have not been and will not be registered under the laws, or with any securities regulatory authority, of any province of Australia, Canada, Japan, the Republic of South Africa or Israel and, subject to limited exceptions, the New Shares may not be offered, sold, transferred or delivered, directly or indirectly into any province of Canada, Australia, Canada, Japan, the Republic of South Africa or Israel or their respective territories and possessions.

You warrant that you have complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with your Placing Participation, complied with all requisite formalities and that you have not taken any action or omitted to take any action which will or may result in either Joint Broker, the Company or any of their respective directors, officers, agents, employees, affiliates or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or your application.

You warrant that your acquisition of New Shares does not trigger, in the jurisdiction in which you are resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company.

You are acting as principal and for no other person and that your acceptance of the Placing Participation will not give any other person a contractual right to require the issue by the Company of any New Shares.

You warrant that in accepting your Placing Participation you are not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986.

You confirm that, to the extent applicable to you, you are aware of your obligations in connection with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti Terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002 and the Financial Services and Markets Act 2000 (as amended), you have identified your clients in accordance with the Money Laundering Regulations 2007 and you have complied fully with your obligations pursuant to those Regulations.

You acknowledge and agree that all times and dates in this Announcement may be subject to amendment and the Joint Brokers shall notify you of any such amendments.

You acknowledge and accept that your agreement with either Joint Broker to acquire New Shares shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by the Company or any affiliate of the relevant Joint Broker.

You acknowledge that any of your monies held or received by a Joint Broker will not be subject to the protections conferred by the FCA's Client Money Rules.

You acknowledge and agree that the New Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S). Accordingly, the New Shares may not be offered, sold, transferred or delivered directly or indirectly in or into the United States, except pursuant to an effective registration statement under the US Securities Act or an exemption from the registration requirements of the US Securities Act, and, in connection with any such transfer, the Company will have the right to obtain, as a condition to transfer, a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such US Securities Act registration is or will be required along with appropriate certifications by the transferee as to appropriate matters. No representation has been made as to the availability of any exemption under the US Securities Act for the reoffer, resale, transfer or delivery of the New Shares.

You represent and warrant that you have not distributed, forwarded, transferred or otherwise transmitted any materials concerning the New Shares within the United States, nor will you do any of the foregoing.

You agree, represent and warrant as follows:

22.1 you are acquiring the New Shares outside the United States in an "offshore transaction" (as defined in Regulation S);

22.2 you will not offer or sell the New Shares in the United States absent registration or an exemption from registration under the US Securities Act;

22.3 you are not acquiring the New Shares as a result of any form of directed selling efforts (as defined in Rule 902 under the US Securities Act); and

22.4 if you are in the United Kingdom, you are a person falling within the exemption contained in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as amended) or falling within one or more of the categories of persons set out in Article 19 (Investment Professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Order.

In making an investment decision with respect to the New Shares, for yourself and on behalf of any person for whose account you are acquiring the New Shares, you represent and warrant that you have:

23.1 not relied on any representation, warranty or statement made by the Company, any Joint Broker or any of their respective directors, employees, advisers, agents or affiliates;

23.2 the ability to bear the economic risk of your investment in the New Shares and have no need for liquidity with respect to your investment in the New Shares;

23.3 such knowledge and experience in financial and business matters that you are capable of evaluating the merits, risks and suitability of investing in the New Shares, and are able to sustain a complete loss of any investment in the New Shares; and

23.4 investigated independently and made your own assessment and satisfied yourself concerning the relevant tax, legal, currency and other economic considerations relevant to your investment in the New Shares, including any federal, state and local tax consequences, affecting you in connection with your purchase and any subsequent disposal of the New Shares.

You acknowledge that the Company and its financial instruments are subject to the provisions of the Market Abuse Regulation ((EU) No. 596/2014) ("MAR") and that you will observe the provisions of MAR in relation to the Company's financial instruments, including in relation to the control of any inside information.

You acknowledge that the Company, the Joint Brokers, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing warranties, acknowledgements, representations, undertakings and agreements, and you agree to indemnify and hold harmless the Company, the Joint Brokers and any of their respective officers, directors, unlimited partners (persönlich haftende Gesellschafter), contractors, agents, employees or advisers (the "Indemnified Persons") from and against any and all costs, claims losses, damages, liabilities or expenses, including legal fees and expenses (including any VAT thereon), which an Indemnified Person may incur by reason of, or in connection with, any representation, warranty, acknowledgement, agreement or undertaking made herein not having been true when made, any breach thereof or any misrepresentation.

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

You agree to be bound by the articles of association of the Company (as amended from time to time) once the New Shares which you have agreed to subscribe or purchase pursuant to the Placing have been acquired by you.

The Joint Brokers and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before Admission.

You further agree that these terms and conditions shall survive after completion of the Placing.

Forward looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the directors (the "Directors") of the Company concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.

These forward-looking statements speak only as at the date of this document. Save as required by applicable law or regulation, or by the AIM Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules, none of the Company, its agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in the Directors' expectations or to reflect events, conditions or circumstances after the date of this announcement, or otherwise, and none of the Company, Berenberg or Canaccord Genuity or their respective directors, officers, unlimited partners (persönlich haftende Gesellschafter), employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this document or to correct any inaccuracies in any such information which may become apparent, or to provide you with additional information.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.