YGEN.L Regulatory News (YGEN)

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

4 August 2020

Yourgene Health plc

("Yourgene" or the "Company")

Proposed Acquisition and Placing to raise a minimum of £13 million

Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, today announces a proposed placing (the "Placing") of new ordinary shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 17 pence per share (the "Placing Price") to raise a minimum of £13 million. The Company also announces that it has conditionally agreed to acquire the entire issued share capital of Coastal Genomics, Inc. ("Coastal Genomics"), a sample preparation technology company based in Vancouver, Canada (the "Acquisition").

Highlights

· Coastal Genomics is a sample preparation technology company which will enable the Company to extend its offering and IP portfolio in the DNA sample preparation sector.

· Acquisition consideration of up to US$13.5 million, comprising initial consideration of US$3 million in cash and US$2.5 million in equity and contingent consideration of up to US$8.0 million payable in cash and equity.

· Proposed Placing to fund the initial cash consideration for the Acquisition and for general corporate and working capital purposes. Additional funds may also be used to accelerate the Company's commercial activities, including new products and services such as the IONA® Nx NIPT workflow and our COVID-19 testing capacity. Any excess funds will be used to support further M&A activity.

· Placing to be conducted by way of an accelerated bookbuild process (the "Bookbuild ") by Nplus1 Singer Capital Markets Limited ("N+1 Singer"), sole bookrunner in connection with the Placing, which will be launched in accordance with the Terms and Conditions set out in this Announcement and its Appendix, immediately following the release of this Announcement.

· The Placing is being conducted pursuant to the Company's existing share authorities and is therefore not conditional upon the approval of the Company's shareholders.

· The Placing Price represents a discount of approximately 2.9 per cent. to the closing middle market price of 17.5 pence of an Ordinary Share on 3 August 2020, being the latest practicable trading day prior to the publication of this Announcement.

Rationale for the Placing and the Acquisition

Growth Plans

Additional funds will enable the Company to progress organic and inorganic growth plans including:

· further acceleration of its commercial global footprint, specifically planned recruitment for the US and enlarged European market

· greater financial resources to manage the exciting launch of the IONA® Nx NIPT Workflow across existing and new regions

· more opportunity to expand Yourgene's COVID-19 testing capacity, in line with future demand profiles

· accelerate its internal R&D pipeline to support our planned and growing product portfolio

· accelerate its M&A pipeline without needing further recourse from the capital markets

The Acquisition

The Company has conditionally agreed to acquire the entire issued share capital of Coastal Genomics for a total consideration of up to US$13.5 million, comprising initial consideration of US$3 million in cash and US$2.5 million in equity, and contingent consideration of up to US$8.0 million payable in cash and equity.

Key investment highlights of the Acquisition include:

· offering complementary DNA sample preparation technology which enables customers to choose and use Yourgene for a wider range of diagnostic and genomics solutions;

· adding core IP-based technology which is key for the future genomic diagnostic industry, especially NIPT and Oncology, and expanding Yourgene's technology portfolio with a further 5 patents in 13 jurisdictions;

· opportunities to grow the Company's blue-chip customer base and industry partners, in particular in the US;

· the ability to offer cost-effective, automated solutions for repeatability and laboratory efficiency;

· increasing its geographical penetration in the US and Canada, supplementing existing coverage in the UK, Europe, MEA and Asia;

· the ability to accelerate the Company's diversification into the oncology market and provide access to the DNA sample preparation market. Yourgene was an early adopter of this technology which is now core to both Thermo and Illumina NIPT platforms, offering a valuable differentiator to our customer base;

· opportunity for reagent pull and margin improvement from utilising the Company's reagent manufacture capability;

· Yourgene is the only NIPT company of its direct competitors to utilise the technology during the NGS workflow;

· leverage the Company's technical and regulatory expertise and partnerships to extend the Company's genetic testing offering; and

· fragmented market with minimal medium-sized entities, presents opportunity for consolidation.

The Board believes that Coastal Genomics' business is at an inflexion point following technology validation phases with its strategic blue-chip commercial partners. The Company was an early adopter of the technology used by Coastal Genomics, has spent over two years evaluating this technology (and has a non-exclusive supply agreement to provide Lightbench), has already embedded it into its own products, IONA® Nx NIPT Workflow and Sage™ 32plex, and has trained the Company's technology team on frontline Lightbench Platform support.

The Placing

The net proceeds of the Placing will be used to fund the initial cash consideration for the Acquisition and provide additional general working capital to the acquired business and the enlarged group.

The Acquisition is conditional on the admission of the Placing Shares to trading on AIM, a market operated by the LSE ("AIM") becoming effective ("Admission"), and also on procedural completion steps. The Placing is not conditional on the Acquisition completing. The Placing may therefore complete while the Acquisition does not, or the Acquisition completion is delayed. In the unlikely event that Admission becomes effective but the Acquisition does not complete or is delayed, the Company's current intention is to redeploy the portion of proceeds to be used for the Acquisition into the organic and inorganic growth opportunities described above.

Background to Coastal Genomics and the Acquisition

Coastal Genomics is an ISO 9001 accredited, Vancouver-based sample preparation technology company with proprietary ownership of Ranger® Technology, facilitating cfDNA (circulating free DNA) with primary applications in NIPT (non-invasive prenatal testing) and in oncology.

For its financial year ended 31 December 2019, Coastal Genomics delivered unaudited revenues (under Canadian ASPE standards) of US$0.6m, an increase of 25% on the previous year. As an early stage company it generated an EBITDA loss of US$0.6m (reflecting early stage pre-inflexion). Coastal Genomics had net assets of US$0.8m as at 31 December 2019 before non-continuing loans. The acquisition is being undertaken on a zero net working capital basis and the consideration will be adjusted accordingly.

The Directors believe there are opportunities for commercial synergies, including:

· leveraging Yourgene's commercial engine for sales of Coastal products, and cross-selling Group products through Coastal;

· applying Coastal Genomics' technical support in North America to support wider Group activities;

· Yourgene scalability support, for example, in ERP and operations;

· Group margin improvement through vertical integration.

Completion of the Acquisition ("Completion") is expected to occur on Admission. 

Acquisition Consideration

The consideration will include both upfront and deferred payments to the shareholders of Coastal Genomics. Additional consideration will be payable in tranches of shares and cash based on the achievement of accelerated growth objectives. The contingent share consideration can be paid in cash at the Company's discretion in certain circumstances.

The total consideration payable by the Company will be up to US$13.5m and will comprise the following:

· cash consideration on Completion of US$3.0m;

· consideration of US$2.5m payable by the issuance on Completion of Initial Consideration Shares at a price of 18.3 pence per share (as described below);

· two further elements of consideration of US$1.0m each for early strategic customer wins, payable in ExchangeCo Shares and Ordinary Shares at a price of up to 18.3 pence per share, and subject to lock-up periods of 12 months;

· contingent cash consideration of US$2.0m should Coastal Genomics generate revenues of at least US$4.0m for the year ended 31 March ("FY") 2022; and

· contingent cash consideration of US$4.0m should Coastal Genomics generate revenues of at least US$8.5m in FY23.

The cash earn-outs achievable in respect of FY22 and FY23 are expected to be funded by the enlarged group's future cash flows.

The Acquisition will involve the issuance on Completion of:

(i) new Ordinary Shares in the Company to one of the sellers at a price of 18.3 pence per Ordinary Share (the "Company Consideration Shares"); and

(ii) new shares in Yourgene Health Canada Investments Ltd, a subsidiary of Yourgene Health plc, incorporated under the laws of British Columbia, Canada (the "ExchangeCo Shares" and, together with the Company Consideration Shares, the "Initial Consideration Shares"). The ExchangeCo Shares will not carry voting rights, but will participate in any Group dividends on an equivalent basis and will be capable of being exchanged for Ordinary Shares in the Company at a price of 18.3 pence per Ordinary Share at any time after Completion.

Key members of the Management team and staff of Coastal Genomics will be incentivised to remain with the business via the contingent consideration referred to above. All share based consideration will be subject to an initial lock-up period (in the case of the shares issued on Completion, for three years from Completion and, in the case of shares issues in respect of strategic customer wins, for 12 months after issuance) and subsequent orderly market arrangements.

Details of the Placing

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being, this "Announcement").

N+1 Singer is acting as sole bookrunner in connection with the Placing. The book will open with immediate effect following the release of this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of N+1 Singer and the Company. The results of the Placing will be announced as soon as practicable after the close of the Bookbuild.

Certain of the Directors of the Company have indicated their intention to subscribe for Ordinary Shares in the Placing or in the open market shortly after Completion. Further details of the Placing and any participation by the Directors will be set out in the announcement to be made on the closing of the Placing.

Pursuant to the placing agreement between the Company, N+1 Singer and Cairn Financial Advisers LLP (the "Placing Agreement"), N+1 Singer has agreed, subject to the terms and conditions set out therein, to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price. Pursuant to the Placing Agreement, N+1 Singer has agreed, subject to the parties entering into the term sheet and the Placing Agreement not having been terminated in accordance with its terms, to pay an amount equal to the Initial Cash Consideration to the Company on the date of Admission in order to enable the Company to satisfy the Initial Cash Consideration payable under the Acquisition Agreement upon completion of the Acquisition. Any further net proceeds of the Placing will, to the extent actually received by N+1 Singer from Placees, be paid to the Company as soon as reasonably practicable thereafter.

Placing Shares and initial consideration Ordinary Shares

Pursuant to the Placing, the Company is seeking to raise a minimum of £13 million; the aggregate of the Placing Shares and the Company Consideration Shares, represent approximately 12.4 per cent. of the existing issued ordinary share capital of the Company. The Placing Shares and the Company Consideration Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Any Ordinary Shares which may be issued following the subsequent exchange of the ExchangeCo Shares, in aggregate, represent approximately 1.7 per cent. of the existing issued ordinary share capital of the Company and, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Should all future potential earn-out be achieved, it is expected that a further 8,342,719 shares (assuming an exchange rate of US$1.31) will be issued. 

Admission, Settlement and Dealings

Application will be made to London Stock Exchange plc (the "LSE") for the Placing Shares to be admitted to trading on AIM. It is expected that settlement of the Placing Shares and Admission will take place at 8.00 a.m. on 7 August 2020. The Placing is conditional upon, among other things, Admission becoming effective on or before 8.00 a.m. on 7 August 2020 or such later date (being no later than 10 August 2020 as N+1 Singer and the Company may agree. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms.

Application will also be made to the LSE for the admission to AIM of the Company Consideration Shares. Admission of such shares is expected to become effective on or around 7 August 2020.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement). Your attention is also drawn to the Principal Risks and Uncertainties section also included in this Announcement below, updated as at the date of this Announcement and for the Acquisition.

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

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 Lyn Rees, CEO.

For further information, please contact:

About Yourgene Health plc

Yourgene is an international molecular diagnostics group which develops and commercialises genetic products and services. The group works in partnership with global leaders in DNA technology to advance diagnostic science. 

Yourgene develops and commercialises simple and accurate molecular diagnostic solutions, for reproductive health and molecular genetics. The Group's products include non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests, male infertility tests and genetic disease tests. Yourgene's commercial footprint is already established in the UK, Europe, the Middle East, Africa and Asia.

Our product development, research service and commercial capabilities extend across the lifecycle of genetic test development including regulatory submissions. Through our technical expertise and partnerships, Yourgene is also extending its genetic testing offering into oncology.

Yourgene is headquartered in Manchester, UK with offices in US, Taipei and Singapore, and is listed on the London Stock Exchange's AIM market under the ticker "YGEN". For more information, visit www.yourgene-health.com and follow us on twitter @Yourgene_Health.

IMPORTANT NOTICES

This announcement, including its Appendix, and the information contained in it (together, the "Announcement") is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful.

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation 596/2014/EU). Upon the publication of this Announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

The Placing Shares have not been and will not be registered under the United States Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into 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. The Company does not intend to register any portion of the Placing in the United States or to conduct any offering of securities in the United States. Subject to certain exceptions and at the sole discretion of the Company, the Placing Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act and otherwise in accordance with applicable laws. No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere.

No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Regulation (as defined below) or the AIM Rules for Companies) to be published.

No action has been taken by the Company, Cairn Financial Advisers LLP ("Cairn") or Nplus1 Singer Capital Markets Limited ("N+1 Singer"), or any of their respective affiliates, agents, directors, officers or employees that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The distribution of this Announcement, any part of it or any information contained in it may be restricted by law in certain jurisdictions, and persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

This Announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(5) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this Announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This Announcement and the information in it must not be acted on or relied on by persons who are not relevant persons.

N+1 Singer is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

This Announcement is being 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 N+1 Singer or Cairn (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of their respective affiliates or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of N+1 Singer, Cairn or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. N+1 Singer, Cairn and each of their respective affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by N+1 Singer, Cairn or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or adequacy of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by N+1 Singer or Cairn.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning or the negative thereof, reflect the beliefs of the Company's directors and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking 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. The information contained in this Announcement may contain certain financial information which is subject to rounding or approximation. The information in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company, N+1 Singer, Cairn or any of their respective affiliates or any of their respective Representatives assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this Announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is 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 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.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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, N+1 Singer 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.

PRINCIPAL RISKS AND UNCERTAINTIES

Any investment in the Company's Ordinary Shares involves risks. The following risks are those that the Company believes are most relevant to an investment in the Ordinary Shares, in no particular order of importance. Risks exist relating both to circumstances attributable to the Company or to its sector more broadly, as well as those of a more general nature. Many of these risks are beyond the Company's control. The following risks and the risks discussed in the Company's financial reports should be carefully considered before making any investment in any of the Ordinary Shares. The risks and uncertainties outlined below are not exhaustive. Additional risks currently unknown to the Company, or currently believed to be immaterial, could also have an adverse effect on the Company. If any of these risks were to materialise, the Company's operations, performance and financial condition could be materially and adversely affected.

Intellectual Property (IP) and Technology

The life sciences industry is characterised by significant litigation from patent-holders and their licensees who try to erect legal barriers to entry via IP rights. Non-invasive prenatal testing, in particular, has seen a high level of activity in the USA, Europe and elsewhere, primarily involving Illumina Inc., which has acquired or licensed IP in this sector.

The Company is focused on protecting its IP. To protect its key products the Company has secured and is seeking to secure patents. However, there remains the risk that the Company may face opposition from third parties to patents that it seeks to have granted or in relation to patents filed by such third parties. The Company also faces the risk of third parties infringing its IP. No such situations have arisen during the most recent reporting period or since the period end. 

The patent position of companies operating in the diagnostics marketplace is generally uncertain, as it depends upon complex technical, medical and patent-law assessments. The interpretation of these factors, laws and the IP protection varies extensively between countries and therefore the Company's rights may face greater challenge in some territories compared to others. Defending patent disputes or asserting IP rights can be costly and time-consuming and could therefore have adverse effects on the Company.

Technologies used within the diagnostics marketplace are constantly evolving and improving. Therefore there is a risk that the Company's products may become outdated or replaced as improvements in technology are made, and /or that margins are placed under pressure as competing products and services emerge.

Changes in Legislation, Regulatory Regimes and International Relations

Changes in laws, regulations and international relations affecting the diagnostics market could have a negative impact on the Company's business activities and consequently may have a detrimental effect upon the trading performance of the Company. The international diagnostics industry is highly regulated by governmental authorities across the world in areas where the Company intends to market its products. No assurance can be given that the Company's products will successfully obtain any necessary regulatory approvals in these territories. In carrying out its activities the Company may also face contractual and statutory claims, or other types of claim from customers, suppliers, employees and/or investors. In addition, the Company is exposed to potential product liability risks that are inherent in the research, development, production and supply of its products.

As a result of its international operations, the Company is exposed to a variety of complex laws, regulations and controls and is affected by changing international relations. The Company's products are generally registered medical devices and the Company therefore considers that, as such, their supply falls into international humanitarian use protections. However, the international context in which the Company operates has historically involved and may, from time to time, involve making direct or indirect sales of its diagnostic products and services into territories which are or have been subject to some form of economic sanctions or other trading restrictions. The Board is not aware, nor does it have reasonable cause to believe, that its operations have infringed any laws, regulation or controls in this regard, including sanctions and detailed export controls which can feature general or specific exemptions that may pertain to medical products such as those of the Company. Notwithstanding this, the Company has a policy of seeking to ensure that persons (including corporate entities) with which it deals are not on sanctions lists, and to seek reasonable assurances from its partners, where applicable and which are also subject to the same international controls, that the persons they in turn deal with are also not on sanctions lists. The Company takes steps to monitor such risks that are inherent to its international trading activities and to ensure that these remain non-material to the Group's overall performance, including where necessary by reducing the level of business it conducts with such persons, entities, or in such countries. Non-compliance with applicable sanctions or other laws, regulations and/or controls could result in civil and criminal liability, substantial fines, contractual breaches, negative publicity and reputational damage, as well as the mandatory withdrawal from activities in relevant countries.

Healthcare reimbursement

In its international operations the Company may be adversely affected by third-party reimbursement decisions, whether by private medical insurance providers or state sponsored healthcare providers. The Company may not be able to sell its products profitably if reimbursement from these sources is unavailable or limited. Third-party payers are increasingly attempting to contain costs through measures that could impact the Company's products, including challenging the prices charged for products and services, limiting both coverage and the amount of reimbursement for new diagnostics' products and services, and denying or limiting coverage for products that are approved by the regulatory agencies but are considered experimental by third-party payers.

Commercial landscape

The Company is in competition with other providers of services and products, including some with greater resources and more established production and selling capabilities. There is a risk that such competitors achieve greater than expected market penetration and/ or continue with aggressive price discounting and bundling of the equivalent of the Company's products and services with other genetic or clinical service offerings, which could have adverse effects on the Company's competitive positioning and performance.

There is a risk that UK and international procurement practices may create market segments in which the Company is unable to effectively offer its products and services. Similarly, competitors may seek to influence procurement practices to the disadvantage of the Company. 

There can be no certainty that third parties, including the Group's indirect distribution partners, will perform, or be able to perform, their obligations under various contracts with the Company or that the Company will be able to recover damages for breach of contract. The insolvency of third parties or their default under the terms of such contracts could have a material adverse effect on the Company and its operations.

Future Funding Requirements

The Company may need to raise additional funding to continue to invest in the activities and growth of the Company. There is no certainty that this will be possible at all or on acceptable terms, which may limit the opportunities available to the Company or cause it to curtail some of its operations. In addition, the terms of any such financing may be dilutive to, or otherwise adversely affect, shareholders.

Dependence on Key Personnel

The Company has a global leadership team and the future success of the Company, in common with other businesses of a similar size, will be highly dependent on the expertise and experience of the Board and key management. However, the retention of such key personnel cannot be guaranteed. The loss of any key personnel, or the inability to attract appropriate personnel could materially adversely impact the Company's business, prospects, financial condition or results of operations.

COVID-19

The global pandemic of COVID-19 created significant operating risks to all businesses towards the end of this reporting period and into the new financial year. Risks include the inability for staff to access Company facilities, for ill-health to reduce the available capacity in the business, for products to be shipped to new and existing customers across international borders, for suppliers to maintain supply of critical raw materials and for staff to travel to support existing and potential accounts or engage in business development activities. Customers are diagnostic laboratory groups who may be affected by diverting resources towards COVID-19 testing activities and away from the Company's core product portfolio.

The COVID-19 pandemic is evolving rapidly and its effects on particular markets where the Company is active may accentuate other risks and uncertainties that the Company faces.

Additional risk factors arising from the Acquisition

Risks relating to the early stage of operations of Coastal Genomics

Whilst Coastal Genomics has made initial product sales, it is still at an early stage of development. There are a number of operational, strategic and financial risks associated with such early stage companies. In particular, Coastal Genomic's future growth and prospects will depend on the Company's ability to develop its technology and products which have sufficient commercial appeal, to manage growth and to continue to develop operational, financial and quality control systems on a timely basis, whilst at the same time maintaining effective cost controls. Any failure to develop operational, financial and management information and quality control systems in line with Coastal Genomics' growth could have a material adverse effect on its business, financial condition and results of operations.

Achievement of strategic plans

The value delivered by the Acquisition will be dependent on the Company (as enlarged by Coastal Genomics) achieving its strategic objectives and financial targets. While the Board is optimistic about the prospects for the Company following the Acquisition, there is no certainty that it will be capable of achieving its strategic objectives or the anticipated revenues, profitability or growth. The Company's future operating results will be dependent upon how well it manages its planned expansion strategy and the timeframe within and extent to which that strategy is successfully executed.

No guarantee of success with the Company's new products

The Company intends to develop and launch new products in the next 18 months and beyond, including those arising from the Coastal sample preparation technology. There can be no guarantee that these new products will be successful in attracting new customers, and there is a corresponding risk that the returns on capital and management time invested by the Company in reaching commercial launch of these products will be satisfactory. This may have an adverse impact on the Company's ability to increase its revenues and profitability, to achieve its expected level of growth or to fund its enlarged operations through cash generation.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THE "ANNOUNCEMENT") ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO 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. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

No action has been taken by the Company, Nplus1 Singer Capital Markets Limited ("N+1 Singer") or any of their respective affiliates, agents, directors, officers or employees that would, or which is intended to, permit an offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

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

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Information" and "Principal Risks and Uncertainties" sections of this Announcement.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges to N+1 Singer (amongst other things) that:

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

2 in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing:

2.1 it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;

2.2 in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:

2.2.1 the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale; or

2.2.2 where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3 it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

4 it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

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

6 except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, (i) it (and any account referred to in paragraph 3 above) is outside the United States and (ii) is acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; (iii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iv) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of N+1 Singer, the Company (other than the Publicly Available Information) or any other person and none of N+1 Singer, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing 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 Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

N+1 Singer has today entered into a placing agreement (the "Placing Agreement") with the Company and Cairn Financial Advisers LLP (the Company's Nominated Adviser) under which, on the terms and subject to the conditions set out in the Placing Agreement, N+1 Singer, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price (as defined below). Pursuant to the Placing Agreement, N+1 Singer has agreed, subject to the parties entering into the term sheet and the Placing Agreement not having been terminated in accordance with its terms, to pay an amount equal to the Initial Cash Consideration to the Company on the date of Admission in order to enable the Company to satisfy the Initial Cash Consideration payable under the Acquisition Agreement upon completion of the Acquisition. Any further net proceeds of the Placing will, to the extent actually received by N+1 Singer from Placees, be paid to the Company as soon as reasonably practicable thereafter.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

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

It is expected that Admission will take place no later than 8.00 a.m. on 7 August 2020 and that dealings in the Placing Shares on AIM will commence at the same time.

Bookbuild

N+1 Singer will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect following the release of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. N+1 Singer and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Principal terms of the Placing

1 N+1 Singer is acting as sole bookrunner and as agent for and on behalf of the Company in connection with the Placing. N+1 Singer is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of N+1 Singer or for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by N+1 Singer to participate. N+1 Singer and any of its affiliates are entitled to participate in the Placing as principal.

3 The price per Placing Share (the "Placing Price") is fixed at 17 pence and is payable to N+1 Singer by all Placees.

4 Each Placee's allocation is determined by N+1 Singer in its discretion following consultation with the Company and has been or will be confirmed orally by N+1 Singer and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to such Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with N+1 Singer's written consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

5 Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by N+1 Singer. The terms of this Appendix will be deemed incorporated in that form of confirmation.

6 Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

8 All obligations of N+1 Singer under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

9 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10 To the fullest extent permissible by law and applicable FCA rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with N+1 Singer as defined in the Financial Services and Markets Act 2000 ("FSMA") ((b) and (c) being together "affiliates" and individually an "affiliate" of N+1 Singer), (d) any person acting on N+1 Singer's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither N+1 Singer nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as N+1 Singer and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by N+1 Singer, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to N+1 Singer.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by N+1 Singer in accordance with either the standing CREST or certificated settlement instructions which they have in place with N+1 Singer.

Settlement of transactions in the Placing Shares (ISIN: GB00BN31ZD89) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 7 August 2020 unless otherwise notified by N+1 Singer and Admission is expected to occur no later than 8.00 a.m. on 7 August 2020 unless otherwise notified by N+1 Singer. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and N+1 Singer may agree that the Placing Shares should be issued in certificated form. N+1 Singer and the Company reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, in certificated form or by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by N+1 Singer.

Each Placee agrees that, if it does not comply with these obligations, N+1 Singer may sell, charge by way of security (to any funder of N+1 Singer) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for N+1 Singer's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by N+1 Singer a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax, other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

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

Conditions of the Placing

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

The obligations of N+1 Singer under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a) each of the warranties on the part of the Company contained in the Placing Agreement being true, accurate and not misleading as at the date of the Placing Agreement and at all times before Admission;

(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(c) no matter having arisen before Admission which might reasonably be expected to give rise to an indemnity claim under the Placing Agreement;

(d) in the good faith opinion of N+1 Singer, no Material Adverse Change (as such term is defined in the Placing Agreement) having occurred;

(e) the Company raising gross proceeds of not less than £13 million pursuant to the Placing;

(f) the acquisition agreement having been duly executed by the parties thereto and not having been varied or terminated (in whole or in part); and

(g) Admission occurring by not later than 8.00 a.m. on 7 August 2020 (or such later date as the Company and N+1 Singer may agree in writing, in any event being not later than 10 August 2020),

(all conditions to the obligations of N+1 Singer included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and N+1 Singer may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. The Placing is not conditional on completion of the Acquisition. The Placing may therefore complete while the Acquisition does not. In the event that Admission becomes effective but completion of the Acquisition does not occur, the Company's current intention is to redeploy the portion of the proceeds to be used for the Acquisition into the Company's additional organic and inorganic growth opportunities.

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

Certain conditions may be waived in whole or in part by N+1 Singer, in its absolute discretion by notice in writing to the Company and N+1 Singer may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

N+1 Singer may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers, employees 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.

Termination of the Placing

N+1 Singer may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1 it comes to the attention of N+1 Singer that any of the warranties were not true or accurate, or were misleading when given or deemed given; or

2 it comes to the attention of N+1 Singer that the Company has failed to comply with its obligations under the Placing Agreement; or

3 it comes to the attention of N+1 Singer that any statement contained in this Announcement or certain other announcements and documents published by the Company in respect of the Placing has become or been discovered to be untrue, inaccurate or misleading; or

4 in the good faith opinion of N+1 Singer, there has occurred a Material Adverse Change (as such term is defined in the Placing Agreement); or

5 certain force majeure events have occurred, including a material adverse change in any major financial market in the United States, United Kingdom, Canada, any member of the European Union or in other international financial markets; or

6 the application for Admission and/or the Company's application to Euroclear for the Placing Shares to be admitted as participating securities in CREST is withdrawn by the Company and/or refused by the London Stock Exchange or Euroclear (as appropriate).

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and N+1 Singer that the exercise by N+1 Singer of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of N+1 Singer and that neither of the Company nor N+1 Singer need make any reference to, or consultation with, such Placee and that neither N+1 Singer, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by N+1 Singer of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Lock-up

The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the Placing Agreement and the date which is 180 days after the date of the Placing Agreement, without the prior written consent of N+1 Singer (such consent not to be unreasonably withheld or delayed), enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between N+1 Singer and the Company.

By participating in the Placing, Placees agree that the exercise by N+1 Singer of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of N+1 Singer, and that neither N+1 Singer nor the Company need to make any reference to, or consultation with, Placees and that N+1 Singer shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where N+1 Singer expressly agree in writing to the contrary):

1 it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2 it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;

3 the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4 it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested neither of N+1 Singer, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5 neither N+1 Singer, any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6 (a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, fairness, verification, completeness or adequacy of the Publicly Available Information and each of them expressly disclaims any liability in respect thereof; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) it has not relied on any investigation that N+1 Singer or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares and N+1 Singer has not made any representation or warranty to it, express or implied, with respect to the suitability of any transactions it may enter into in connection with the Placing, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto;

7 the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither N+1 Singer nor any of its affiliates are responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8 the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of Ireland, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

9 it and/or each person on whose behalf it is participating:

9.1 is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

9.2 has fully observed such laws and regulations;

9.3 has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

9.4 has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

10 it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

11 the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, transferred or resold, directly or indirectly, in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

12 (i) it and the beneficial owner of the Placing Shares is(a) outside the United States and will be outside the United States at the time that any buy order for Placing Shares is originated by it and (b) acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act ("Regulation S") and (c) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S; (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares into the United States, Australia, Canada, Japan or the Republic of South Africa; and (iii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;

13 it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only in "offshore transactions" within the meaning of and pursuant to Regulation S under the Securities Act; and (iii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

14 it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

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

16 (a) that neither N+1 Singer, its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and (b) that participation in the Placing is on the basis that it is not and will not be a client of N+1 Singer and N+1 Singer has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

17 it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to N+1 Singer for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as N+1 Singer may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax, other similar impost, duty or tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

18 no action has been or will be taken by any of the Company, N+1 Singer or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

19 the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither N+1 Singer nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax, other similar impost, duty or tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and N+1 Singer in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of N+1 Singer or transferred to a CREST stock account of N+1 Singer who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

20 it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) 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 and (b) it is and will remain liable to the Company and N+1 Singer for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

21 the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

22 it and any person acting on its behalf (if within the United Kingdom) is (a) a Qualified Investor and (b) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

23 if in a member state of the EEA, it is a Qualified Investor;

24 it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in any member state of the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted 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 or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

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

26 it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

27 if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the express prior written consent of N+1 Singer has been given to the offer or resale, or, where Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

28 it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing, including any 'inside information' as defined in the EU Market Abuse Regulation (EU) No 596/2014 ("MAR");

29 neither N+1 Singer nor any of its affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously or subsequently published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

30 it will not hold N+1 Singer or any of its affiliates, agents, directors, officers or employees or any person acting on behalf of any of them responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) relating to the Company;

31 acknowledges and accepts that N+1 Singer may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, N+1 Singer will not make any public disclosure in relation to such transactions;

32 N+1 Singer and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by N+1 Singer and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither N+1 Singer nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

33 a communication that the transaction or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by N+1 Singer;

34 its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that N+1 Singer or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

35 it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (together, the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

36 it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, MAR, and the Proceeds of Crime Act 2002 (as amended) and confirms that it has and will continue to comply with those obligations;

37 in order to ensure compliance with the Regulations, N+1 Singer (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to N+1 Singer's or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at N+1 Singer's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at N+1 Singer's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity N+1 Singer's (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, N+1 Singer and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

38 acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or N+1 Singer's conduct of the Placing;

39 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that 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. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

40 it irrevocably appoints any duly authorised officer of N+1 Singer as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

41 the Company, N+1 Singer and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the representations, warranties, acknowledgements and agreements set out herein, which are given to N+1 Singer, on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises N+1 Singer and the Company to produce this Announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein. It agrees that if any of the representations, warranties, acknowledgements and agreements made in connection with its acquiring of the Placing Shares is no longer accurate, it shall promptly notify N+1 Singer and the Company;

42 if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

43 time is of the essence as regards its obligations under this Appendix;

44 any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to N+1 Singer;

45 the Placing Shares will be issued subject to the terms and conditions of this Appendix and the articles of association of the Company; and

46 these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits (on behalf of itself and any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such agreements and such non-contractual obligations, 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 Company or N+1 Singer 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by N+1 Singer, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent or nominee) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty, stamp duty reserve tax or other similar impost, duty or tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty, stamp duty reserve tax or other similar impost, duty or tax and neither the Company nor N+1 Singer shall be responsible for such stamp duty, stamp duty reserve tax or other similar impost, duty or tax. If this is the case, each Placee should seek its own advice and they should notify N+1 Singer 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 United Kingdom 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 and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and N+1 Singer in the event that either the Company and/or N+1 Singer has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given for the benefit of N+1 Singer for itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that N+1 Singer does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that N+1 Singer and/or any of its affiliates may (at its absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an account with N+1 Singer on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each 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 N+1 Singer's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.

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.

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

The rights and remedies of N+1 Singer and the Company under the Announcement and the terms and conditions contained in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

If a Placee is a discretionary fund manager, it may be asked to disclose, in writing or orally to N+1 Singer the jurisdiction in which the funds are managed or owned.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.