REG - Molecular Energies - Fundraising

Molecular EnergiesAnnouncement

24/01/2024 07:15

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RNS Number : 6869A  Molecular Energies PLC  24 January 2024

 

 

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
MOLECULAR ENERGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MOLECULAR
ENERGIES PLC.

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

MOLECULAR ENERGIES PLC

("Molecular" or the "Company")

 

Fundraising to raise £500,000

 

Molecular Energies (AIM: MEN), the international energy company, today
announces its intention to raise at least £500,000 (before expenses) pursuant
to a placing (the "Placing") of not less than 991,851 new ordinary shares of 1
pence each ("Ordinary Shares" and such 991,851 Ordinary Shares being the
"Placing Shares") and a subscription (the "Subscription", and together with
the Placing, the "Fundraising") of not less than 436,714 Ordinary Shares (such
436,714 Ordinary Shares being the "Subscription Shares", together with the
Placing Shares, the "New Ordinary Shares"), all at a price of 35 pence per New
Share (the "Issue Price").

 

While the Fundraising has been structured as a non-pre-emptive offer within
the Company's existing authorities from shareholders so as to minimise cost
and time to completion, the Company values its retail investor base therefore
existing holders of Ordinary Shares are invited forthwith, via their appointed
stockbroker, to contact Cavendish using the details at the bottom of this
Announcement should they wish to participate in the Placing.

 

The issue of the Placing Shares will be effected by way of an accelerated
bookbuild to institutional and other investors which will be launched
immediately following this announcement in accordance with the terms and
conditions set out in the appendix to this announcement (the "Bookbuild").

 

Cavendish Capital Markets Limited ("Cavendish") is acting as sole bookrunner
to the Placing.

 

The net proceeds of the Fundraising will provide working capital to support
the Company as it continues the spin-out of its alternative energy division,
Green House Capital Group plc, and pursues new business opportunities to build
upon its strong track record of innovation and value creation.

 

The Company has the authority to issue and allot the New Ordinary Shares
pursuant to certain existing shareholder authorities granting such powers to
the directors at the Company's annual general meeting held on 21 September
2023.

 

A further announcement noting the number of New Ordinary Shares to be issued
will be made following completion of the Bookbuild which will remain open
until at least 12 p.m. on 24 January 2024.

 

The ultimate timing for the close of the Bookbuild and the distribution of
allocations will be at the absolute discretion of Cavendish.

 

 

BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS

 

The Company has five key strands to its business each offering significant
inflexion points in the near term:

 

Drilling of Paraguay exploration well

 

On 10 January 2024 Molecular spudded the Tapir x-1 exploration well at the
Pirity Concession in Chaco, Paraguay. The well is expected to reach its target
depth of approximately 3,800 metres within 45 days of spud and is targeting
prospects estimated by the Company to hold over 260 million barrel of Pmean
unrisked oil resources. The prospect is only 40km away from a formerly
prolific reservoir in Palmar Largo, Argentina with the ability to sell any
produced hydrocarbons in nearby facilities in either Paraguay or Argentina.
The well benefits from recent 3D seismic data and its chances of success are
estimated at 17%. The incentivised fiscal regime in Paraguay means that even a
modest discovery would be compelling. In such circumstances, the Company has
many options available to finance the next round of appraisal activities
including farming down or self-financing and has the experience and contacts
to monetise the opportunity quickly.

 

Proceeds from the sale of President Energy Holding UK Ltd ("President")

 

On 21 September 2023, the Company completed the sale of President to PLLG
Investments Limited. Pursuant to this sale, the Company is due to receive:

 

·    US$2m cash payment in September 2024 subject only to the continuation
of President's operations in the ordinary course;

·    Repayment of US$13m debt and interest owed to Molecular; and

·    Contingent consideration of up to 20% of the net free cashflow of
President over the next five years.

 

All of the above subject to certain conditions more fully outlined in the
Company's announcement of 5 September 2023.

 

The Company has already received the first partial repayment of US$500,000 of
the debt following the welcome recent change of government in Argentina and
anticipates further receipts throughout 2024.

 

These monies are being applied to the Company's ongoing costs and to pursue
new ventures as set out below.

 

IPO of Green House Capital Group plc ("GHC")

 

As stated in previous announcements, the Company intends to seek the admission
to trading on AIM of its 75% subsidiary, GHC in 2024. GHC comprises three key
business units, namely:

 

·    Dual Fuel Limited: owner of innovative and proprietary technology to
enable the retrofit of diesel HGVs to run on a blend of hydrogen and diesel.
Testing results announced in December 2023 achieved displacement of 31% of
diesel in the engine which if reflected in live conditions could result in a
commensurate extension in range and reduction in carbon emissions. First
customers have been identified in Paraguay as the lead country and they will
benefit from not requiring an extensive hydrogen refuelling infrastructure
network since the engines can still run on diesel alone and refuel with
hydrogen back a depot. After pilot testing in Paraguay the technology will be
rolled out to international markets. First revenue anticipated in 2024.

·    Aton 6: a carbon credit business focussed on the procurement of
relevant and high-integrity carbon removal credits to help SMEs offset their
emissions. Partnered with large trading house, Marex, Aton 6 is already
revenue generating and targeting significant order book growth in 2024 through
various channel partners.

·    HYSO: a carbon removal business focused on pyrolysis and the creation
of biochar from biowaste such as rice husks for application in the fertiliser,
cement, chemical and industrasphalt industries. HYSO has identified relevant
feedstock for its projects which, for minimal capex, will create both biochar
(carbon black - which removes carbon from the atmosphere and can be used as a
soil additive) and high-integrity carbon removal credits.  First revenue
production is targeted to take place in Paraguay in 2024 with roll-out to
South America thereafter.

 

GHC has its own management team that is driving these projects and the IPO
forward. Given the progress made to date, as evidenced by Atome Energy below,
the Board is confident that GHC will command a valuation not currently
reflected in Molecular's share price. The IPO will therefore create a direct
benefit to Molecular shareholders since the Company will retain a significant
stake in GHC post-IPO.

 

20.5% share of the equity of Atome Energy plc ("Atome")

 

Atome, incorporated in 2021, was spun out of the Company in an AIM IPO at the
end of 2021. Molecular shareholders received a significant dividend in specie
of shares in Atome and Molecular retains a 20.5% stake in the business,
currently held at zero value. In 2023, Molecular sold 800,000 shares in Atome
at £1 each demonstrating the ability to realise value from this investment.

 

Atome is expected to reach several major milestones throughout 2024 as it
approaches the completion of its FEED study and EPC discussions. Final
Investment Decision is anticipated with regard to its flagship Phase I Villeta
green fertiliser project in Paraguay during the course of the year which will
be the precursor to development of this large-scale project.  The Company has
already received strong indications of interest for the debt portion of its
financing package. For more information see www.atomeplc.com

 

New business opportunities

 

The Company continues to explore new business ventures, particularly in the
green aviation and green hydrogen production and mobility sectors and expects
to launch further initiatives upon completion of the relevant due diligence
and background studies.

 

Use of Proceeds

 

The Company has a proven track record of innovation and value creation through
the implementation of new business lines. The net proceeds of the Fundraising
will allow the Company to advance the many opportunities it is now seeing and
to invest in the technical and other studies required to bring these to
fruition.

 

 

DETAILS OF THE PLACING

 

The Company intends to raise, in aggregate, £347,147 (before expenses),
pursuant to a placing of not less than 991,851 Placing Shares at the Issue
Price with certain institutional and other investors. The Issue Price
represents a discount of approximately 52.4 per cent. from the closing
mid-market price of the Ordinary Shares of 73.5 pence on 24 January 2024.

 

The Placing has not been underwritten and is conditional, inter alia, upon
admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules for Companies ("Admission") and occurring by not
later than 8.00 a.m. on 26 January 2024.

 

The total number of New Ordinary Shares to be issued pursuant to the Placing
and Subscription, being not less than 1,428,565 New Ordinary Shares, represent
not less than approximately 13.8 per cent. of the Company's issued share
capital as at the date of this Announcement. The Company has the authority to
issue and allot the New Ordinary Shares pursuant to certain existing
shareholder authorities granting such powers to the directors at the Company's
Annual General Meeting held on 21 September 2023.

 

The New Ordinary Shares will, when issued, be credited as fully paid up and
will be issued subject to the Articles and rank pari passu in all respects
with the Company's existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the New Ordinary Shares, and
will on issue be free of all claims, liens, charges, encumbrances and
equities.

 

THE PLACING AGREEMENT

 

The Company has entered into the Placing Agreement pursuant to which Cavendish
has agreed, in accordance with its terms, to use reasonable endeavours to
procure placees ("Placees") for the Placing Shares at the Issue Price.  The
Placing is not being underwritten.

 

In accordance with the terms of the Placing Agreement, the Placing is
conditional upon, amongst other things, Cavendish having received legally
binding commitments from Placees to subscribe for the Placing Shares.

 

The Placing Agreement contains certain warranties given by the Company in
favour of Cavendish concerning, amongst other things, the accuracy of
information given in this Announcement and other matters relating to the
Company and its business.

 

The Placing Agreement is terminable by Cavendish in certain circumstances up
until the time of Admission, including, inter alia, in the event of a material
breach of a warranty contained in the Placing Agreement the happening of a
force majeure event or the occurrence of a material adverse change occurs to
the business of the Company. The Company has also agreed to indemnify
Cavendish against all losses, costs, charges and expenses which Cavendish may
suffer or incur, which are occasioned by or attributable to the carrying out
of its duties under the Placing Agreement.

 

DETAILS OF THE SUBSCRIPTION

 

The Company intends to raise, in aggregate, £152,849 (before expenses),
pursuant to a subscription of not less than 436,714 Subscription Shares at the
Issue Price with other investors.

 

The Subscription has not been underwritten and, pursuant to the terms of the
Subscription Letter, is conditional, inter alia, upon admission of the New
Ordinary Shares to trading on AIM becoming effective in accordance with the
AIM Rules for Companies ("Admission") and occurring by not later than 8.00
a.m. on 26 January 2024.

 

For more information, please visit www.molecularenergiesplc.com
(http://www.molecularenergiesplc.com) or contact:

 

 Molecular Energies PLC                                              +44 (0)20 7016 7950

 Peter Levine, Chairman                                              info@molecularenergiesplc.com (mailto:info@molecularenergiesplc.com)

 Rob Shepherd, Group FD

 Cavendish Capital Markets Limited (Nominated Adviser & Broker)      +44 (0)20 7220 0500

 Simon Hicks, George Dollemore

 Tavistock (Financial PR & IR)                                       +44 (0)20 7920 3150

 Simon Hudson, Nick Elwes, Charles Baister

 

This Announcement is released by Molecular Energies plc and contains inside
information for the purposes of Article 7 of MAR, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.

 

Market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR.  This inside information is set out in this
Announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation (as
amended), the person responsible for arranging for the release of this
Announcement on behalf of the Company is Peter Levine, Chairman.

 

 

Forward-Looking Statements

 

This announcement contains forward-looking statements. These statements relate
to the Company's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "potential", "estimate", "expect", "may", "will" or the negative of
such terms and phrases, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements. These forward-looking statements speak only as at
the date of this announcement. No statement in this announcement is intended
to constitute a profit forecast or profit estimate for any period. Neither the
Directors nor the Company undertake any obligation to update forward-looking
statements other than as required by the AIM Rules or by the rules of any
other securities regulatory authority, whether as a result of new information,
future events or otherwise.

 

 

 

 

 

 

 

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

 

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE
ANNOUNCEMENT REGARDING THE PLACING AND THE TERMS AND CONDITIONS  ("TERMS AND
CONDITIONS") SET OUT HEREIN (TOGETHER, THE "ANNOUNCEMENT") ARE DIRECTED ONLY
AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE
2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING
DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 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 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 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 OR ELSEWHERE.

THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN ARE RESTRICTED
AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

In these Terms and Conditions, "Cavendish" shall mean Cavendish Capital
Markets Limited (a company incorporated in England and Wales with company
number 06198898) authorised and regulated by the Financial Conduct Authority,
and for the purpose of trade settlement in the Placing shall means Cavendish
Securities plc (a company incorporated in England and Wales with company
number 05210733) authorised and regulated by the Financial Conduct Authority

The distribution of the Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, Cavendish or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of the Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.  Persons into
whose possession the Announcement comes are required by the Company and
Cavendish to inform themselves about and to observe any such restrictions.

The Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the Republic
of South Africa or 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 in the EEA will be made pursuant to an
exemption under the Prospectus Directive from the requirement to produce a
prospectus.  In the United Kingdom, the 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 the 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, the
Republic of South Africa or Japan.  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, the Republic of South Africa or Japan 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 the
Announcement should seek appropriate advice before taking any action.

The Announcement (including the Terms and Conditions) should be read in its
entirety.  Capitalised terms not defined in these Terms and Conditions shall
have the meaning given to them in the Announcement.

By participating in the Placing (such participation to be confirmed in a
recorded telephone conversation with Cavendish), each person who is invited to
and who chooses to participate in the Placing (a "Placee") will be deemed to
have read and understood the Announcement in its entirety, to be participating
and acquiring Placing Shares on the Terms and Conditions contained herein and
to be providing the representations, warranties, indemnities, acknowledgements
and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes,
agrees and acknowledges (amongst other things) that:

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

in the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each, a "Relevant Member State") who
acquires any Placing Shares pursuant to the Placing:

it is a Qualified Investor within the meaning of Article 2(1)(e) of the
Prospectus Directive; and

in the case of any Placing Shares acquired by it as a financial intermediary,
as that term is used in Article 3(2) of the Prospectus Directive:

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 Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of Cavendish has been given to the
offer or resale; or

where Placing Shares have been acquired by it on behalf of persons in any
Relevant Member State other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive as having
been made to such persons; and

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 these Terms and Conditions; and

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 these Terms and Conditions; and

except as otherwise permitted by the Company and subject to any available
exemptions from applicable securities laws, it (and any account referred to in
paragraph 3 above) is outside the United States acquiring the Placing Shares
in offshore transactions as defined in and in accordance with Regulation S
under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published.  No prospectus or
other offering document has been or will be submitted to be approved by the
Financial Conduct Authority ("FCA") in relation to the Placing or the Placing
Shares and Placees' commitments will be made solely on the basis of the
information contained in the 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 the Announcement (the "Publicly Available Information")
and subject to any further terms set forth in writing in any contract note
sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of the
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Cavendish or the Company or any other person and none of
Cavendish, the Company nor 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.  No Placee should consider any information in the Announcement to be
legal, tax or business advice.  Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cavendish will shortly be entering into a placing agreement (the "Placing
Agreement") with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, Cavendish, as agent for and on
behalf of the Company, has agreed to use its reasonable endeavours to procure
Placees for the Placing Shares.

The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary shares of 1
pence each ("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 at the Placing Price.

Application for admission to trading

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

It is expected that Admission will take place on or around 8.00 a.m. on 26
January 2024 and that dealings in the Placing Shares on AIM will commence at
the same time.

Bookbuild

Cavendish will today commence the Bookbuild to determine demand for
participation in the Placing by Placees. This Announcement 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.

Cavendish shall be entitled to effect the Placing by such alternative method
to the Bookbuild as it may, in its sole discretion, determine.

A Relevant Person who wishes to participate in the Bookbuild should
communicate its bid by telephone to its usual sales contact at Cavendish. If
successful, an allocation will be confirmed orally following the close of the
Bookbuild, and a conditional contract note will be dispatched as soon as
possible thereafter.

A Placee's acceptance of their allocation in the Placing shall be irrevocable
and its obligations in respect thereof shall not be capable of rescission or
termination by it in any circumstance except fraud.

Principal terms of the Placing

Cavendish is acting as bookrunner to the Placing, as agent for and on behalf
of the Company.

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

The price per Placing Share (the "Placing Price") is fixed at 35 pence and is
payable to Cavendish (as agent for the Company) by all Placees.

Each Placee's allocation will be determined by Cavendish in its discretion
following consultation with the Company and will be confirmed orally by
Cavendish.The number of Placing Shares to be issued will be agreed between the
Company and Cavendish following completion of the Bookbuild. The number of
Placing Shares will be announced on a Regulatory Information Service following
completion of the Bookbuild.

5.        The Bookbuild is expected to close no later than 12.00 p.m.
(London time) on 24 January 2024 but may be closed earlier or later at the
discretion of Cavendish. Cavendish reserves the right to scale back the number
of Placing Shares to be subscribed for or acquired by any Placee in the event
of an oversubscription under the Placing. Cavendish also reserves the right
not to accept offers for Placing Shares or to accept such offers in part
rather than in whole.

Each Placee's commitment will be confirmed in and evidenced by a recorded
telephone call between representatives of Cavendish and the relevant Placee
(the "Recorded Call").  These Terms and Conditions will be deemed
incorporated into the contract which is entered into on the Recorded Call and
will be legally binding on the relevant Placee(s) on behalf of whom the
commitment is made with effect from the end of the Recorded Call and, except
with Cavendish's prior written consent, will not be capable of variation or
revocation after such time.  Without prejudice to the foregoing, a contract
note recording each Placee's commitment will be sent to them following the
Recorded Call.

From the end of the relevant Recorded Call, each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to Cavendish (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.

Except as required by law or regulation, no press release or other
announcement will be made by Cavendish or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.

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".

All obligations 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".

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.

To the fullest extent permissible by law and applicable FCA rules, neither:

Cavendish;

any of its affiliates, agents, advisers, directors, officers, consultants or
employees; nor

to the extent not contained within (a) or (b), any person connected with
Cavendish as defined in the FSMA ((b) and (c) being together "affiliates" and
individually an "affiliate" of Cavendish),

shall have any liability (including to the extent permissible by law, any
fiduciary duties or other duties) to Placees or to any other person whether
acting on behalf of a Placee or otherwise.  In particular, neither Cavendish
nor any of its affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Cavendish's conduct of
the Placing or of such alternative method of effecting the Placing as
Cavendish and the Company may agree.

Registration and settlement

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 Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.

Settlement of transactions in the Placing Shares (ISIN: GB00BMT80K89)
following Admission will take place within the CREST system, subject to
certain exceptions.  Settlement through CREST will be on a delivery versus
payment basis unless otherwise notified by Cavendish and is expected to occur
on 26 January 2024. 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 Cavendish may agree that the Placing Shares
should be issued in certificated form.  Cavendish reserves the right to
require settlement for the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as it deems necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in the jurisdiction in which a
Placee is located.

Interest is chargeable daily on payments not received from Placees on or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 3
percentage points above prevailing base rate of Barclays Bank plc as
determined by Cavendish.

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

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note 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 Cavendish under the Placing Agreement are, and the Placing
is, conditional upon, inter alia:

the warranties, representations and undertakings contained in the Placing
Agreement ("Warranties") being true, accurate and not misleading when made on
the date of the Placing Agreement and at Admission by reference to the facts
and circumstances subsisting at that time;

the Company having fully performed its obligations under the Placing Agreement
to the extent that they fall to be performed prior to Admission;

Cavendish not having exercised its right to terminate the Placing Agreement;
and

Admission having become effective at or around 8.00 a.m. on 26 January 2024 or
such later time as Cavendish may agree with the Company but in any event no
later than 8.00 a.m. on 28 February 2024;

(all conditions to the obligations of Cavendish included in the Placing
Agreement being together, the "conditions").

If any of the conditions is 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 Cavendish 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.

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.

Cavendish may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment of all or any of the conditions in the Placing Agreement
in whole or in part, or extend the time provided for fulfilment of one or more
conditions, save that certain conditions including the condition relating to
Admission referred to in paragraph (e) above may not be waived.  Any such
extension or waiver will not affect Placees' commitments as set out in these
Terms and Conditions.

Cavendish may terminate the Placing Agreement in certain circumstances,
details of which are set out below.

Neither Cavendish nor any of its affiliates, agents, advisers, directors,
officers or employees nor the Company shall have any liability to any Placee
(or to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision 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 Cavendish.

Termination of the Placing

Cavendish may, in its absolute discretion, by notice to the Company, terminate
the Placing Agreement at any time up to Admission if, inter alia:

any of the conditions contained in the Placing Agreement which is not waived
(if capable of waiver), is not satisfied or becomes incapable, for any reason,
of being satisfied or in the reasonable opinion of Cavendish is unlikely to be
satisfied before Admission;

 

any statement contained in the Announcement or any other document or
announcement issued or published by or on behalf of the Company in connection
with the Placing ("Placing Documents") has become untrue, inaccurate or
misleading or any matter has arisen which would, if the Placing Documents were
issued at that time, constitute an omission from the Placing Documents or any
of them;

any of the Warranties was untrue, inaccurate or misleading when made and/or
that any of the Warranties has ceased to be true or accurate or has become
misleading at any time prior to Admission, in each case by reference to the
facts and circumstances subsisting at that time;

there are any facts or circumstances existing giving an entitlement on the
part of any indemnified person to make a claim under the indemnity;

the Company has not complied or cannot comply with any of its obligations
under the Placing Agreement or otherwise relating to the Placing and Admission
(to the extent that such obligations fall to be complied with prior to
Admission);

there shall have occurred any change, or development involving a prospective
change, in national or international, military, diplomatic, monetary,
economic, political, financial, industrial or market conditions or exchange
rates or exchange controls, or any incident of terrorism or outbreak or
escalation of hostilities or any declaration by Paraguay, the United Kingdom
or United States of a national emergency or war or any other calamity or
crisis which (in the opinion of Cavendish, acting in good faith) is or will be
or is likely to be materially prejudicial to the Company or to the Placing or
Admission;

a suspension of trading in securities generally on the London Stock Exchange;
or

there has occurred, in Cavendish's opinion, acting in good faith, a material
adverse change in the business of the Company or in the financial or trading
position or prospects of the Company would or would be likely to prejudice
materially the Company, the Placing or Admission.

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 the 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
Cavendish that the exercise by the Company or Cavendish of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or Cavendish or for
agreement between the Company and Cavendish (as the case may be) and that
neither the Company nor Cavendish need make any reference to such Placee and
that none of the Company, Cavendish nor any of their respective affiliates,
agents, advisers, 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.

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 at any time after the end of the Recorded Call
confirming the relevant Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

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

it has read and understood the Announcement (including these Terms and
Conditions) 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 the Announcement and the other Publicly Available
Information;

it has not received a prospectus or other offering document in connection with
the Placing and acknowledges that no prospectus or other offering document:

is required under the Prospectus Directive or other applicable law; and

has been or will be prepared in connection with the Placing;

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 and the Market Abuse Regulation (EU Regulation
No. 596/2014 as it forms part of UK domestic law by virtue of the European
(Withdrawal) Act 2018 (as amended) (the "MAR")), 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;

it has made its own assessment of the Placing Shares and has relied on its own
investigation of the business, financial position and other aspects of the
Company in accepting a participation in the Placing and neither Cavendish nor
the Company nor any of their respective affiliates, agents, advisers,
directors, officers or employees nor 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 the Announcement or the Publicly Available Information; nor has it
requested Cavendish, the Company, any of their respective affiliates, agents,
advisers, directors, employees or officers or any person acting on behalf of
any of them to provide it with any such information;

neither Cavendish nor any person acting on behalf of it nor any of its
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 any fraudulent misrepresentation made by that
person;

 

the only information on which it is entitled to rely on and on which it has
relied in committing to acquire 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 the Publicly Available Information;

neither Cavendish, nor the Company (nor any of their respective affiliates,
agents, directors, officers and employees) have made any representation or
warranty to it, express or implied, with respect to the Company, the Placing
or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information;

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

it has not relied on any investigation that Cavendish or any person acting on
its behalf may have conducted with respect to the Company, the Placing or the
Placing Shares;

the content of the Announcement and the other Publicly Available Information
has been prepared by and is exclusively the responsibility of the Company and
that neither Cavendish nor any persons acting on its behalf is responsible for
or has or shall have any liability for any information, representation,
warranty or statement relating to the Company contained in the Announcement or
the other 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 the Announcement, the other
Publicly Available Information or otherwise.  Nothing in these Terms and
Conditions shall exclude any liability of any person for fraudulent
misrepresentation;

it has the funds available to pay for the Placing Shares which it has agreed
to acquire and acknowledges and agrees that it will pay the total subscription
amount in accordance with the terms of the Announcement by the due time and
date set out herein, failing which the relevant Placing Shares may be placed
with other Placees or sold at such price as Cavendish determines;

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

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

has fully observed such laws and regulations;

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

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 these Terms and Conditions) 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 acquisition of Placing Shares;

it is not, and any person who it is acting on behalf of is not, and at the
time the Placing Shares are acquired will not be, a resident of, or with an
address in, or subject to the laws of, Australia, Canada, the Republic of
South Africa or Japan, 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, the Republic of South Africa or
Japan and may not be offered, sold, or acquired, directly or indirectly,
within those jurisdictions;

it and the beneficial owner of the Placing Shares is, and at the time the
Placing Shares are acquired will be, outside the United States and acquiring
the Placing Shares in an "offshore transaction" as defined in, and in
accordance with, Regulation S under the Securities Act;

it understands that the Placing Shares have not been, and will not be,
registered under the Securities Act and may not be offered, sold or resold 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;

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;

it understands that:

the Placing Shares are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act and will be subject to restrictions on
resale and transfer subject to certain exceptions under US law; and

it will not deposit the Placing Shares in an unrestricted depositary receipt
programme in the United States or for US persons (as defined in the Securities
Act);

it will not offer, sell, transfer, pledge or otherwise dispose of any Placing
Shares except:

in an offshore transaction in accordance with Rules 903 or 904 of Regulation S
under the Securities Act; or

pursuant to another exemption from registration under the Securities Act, if
available,

and in each case in accordance with all applicable securities laws of the
states of the United States and all other applicable jurisdictions;

no representation has been made as to the availability of the exemption
provided by Rule 144, Rule 144A or any other exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing Shares;

it understands that the Placing Shares are expected to be issued to it through
CREST but may be issued to it in certificated, definitive form and
acknowledges and agrees that the Placing Shares will, to the extent they are
delivered in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK.  EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";

it is not taking up the Placing Shares as a result of any "general
solicitation" or "general advertising" efforts (as those terms are defined in
Regulation D under the Securities Act) or any "directed selling efforts" (as
such term is defined in Regulation S under the Securities Act);

if located in the United States, it understands that there may be certain
consequences under United States and other tax laws resulting from an
investment in the Placing and it has made such investigation and has consulted
its own independent advisers or otherwise has satisfied itself concerning,
without limitation, the effects of United States federal, state and local
income tax laws and foreign tax laws generally;

it will not distribute, forward, transfer or otherwise transmit the
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;

none of Cavendish, its affiliates and any person acting on behalf of any of
them is making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not
and will not be a client of Cavendish and that Cavendish 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, undertakings or indemnities contained in the
Placing Agreement nor 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;

it will make payment to Cavendish for the Placing Shares allocated to it in
accordance with these Terms and Conditions on or by the due time and date set
out in the Announcement, failing which the relevant Placing Shares may be
placed with others on such terms as Cavendish determines in its absolute
discretion 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 (together with any interest or penalties due pursuant to the terms
set out or referred to in these Terms and Conditions) which may arise upon the
sale of such Placee's Placing Shares on its behalf;

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

no action has been or will be taken by any of the Company, Cavendish or any
person acting on behalf of the Company or Cavendish 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;

the person who it specifies for registration as holder of the Placing Shares
will be:

the Placee; or

a nominee of the Placee, as the case may be;

Cavendish and the Company will not be responsible for any liability to stamp
duty or stamp duty reserve 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
indemnify the Company and Cavendish in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Cavendish or
transferred to a CREST stock account of Cavendish who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;

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;

if it is within the United Kingdom, it and any person acting on its behalf (if
within the United Kingdom) 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;

it has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom or elsewhere in 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 other member state of the
EEA within the meaning of the Prospectus Directive;

if it is within the EEA (other than the United Kingdom), it is a Qualified
Investor as defined in section 86(7) of the FSMA, being a person falling
within Article 2(1)(e) of the Prospectus Directive;

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 and it
acknowledges and agrees that the Announcement has not been approved by
Cavendish in its capacity as an authorised person under section 21 of the FSMA
and it may not therefore be subject to the controls which would apply if it
was made or approved as financial promotion by an authorised person;

it has complied and it will comply with all applicable laws in any
jurisdiction 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);

if it is a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive (including any relevant implementing measure in any
member state), 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
which has implemented the Prospectus Directive other than Qualified Investors,
or in circumstances in which the express prior written consent of Cavendish
has been given to the offer or resale;

if it has received any inside information (for the purposes of the MAR and/or
section 56 of the Criminal Justice Act 1993 or other applicable law) about the
Company in advance of the Placing, it has not:

dealt (or attempted to deal) in the securities of the Company;

encouraged, recommended or induced another person to deal in the securities of
the Company; or

unlawfully disclosed such information to any person, prior to the information
being made publicly available;

neither Cavendish, the Company nor any of their respective affiliates, agents,
advisers, directors, officers or employees nor any person acting on behalf of
Cavendish or its affiliates, agents, directors, officers or employees is
making any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or indemnities
contained in the Placing Agreement nor the exercise or performance of any of
Cavendish's rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;

Cavendish and its affiliates, 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 the 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, Cavendish
and/or any of its affiliates acting as an investor for its or their own
account(s).  Neither Cavendish 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;

it:

has complied with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017;

is not a person:

with whom transactions are prohibited under the US Foreign Corrupt Practices
Act of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of the U.S.
Department of the Treasury;

named on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or

subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations or other
applicable law,

(all such statutes, rules and regulations referred to in the paragraph 37
together, the "Regulations") and if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to Cavendish such evidence, if any, as to the identity or location or
legal status of any person which it may request from it in connection with the
Placing (for the purpose of complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by Cavendish on the
basis that any failure by it to do so may result in the number of Placing
Shares that are to be acquired by it or at its direction pursuant to the
Placing being reduced to such number, or to nil, as Cavendish may decide at
its sole discretion;

in order to ensure compliance with the Regulations, Cavendish (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 the Bookrunner or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Cavendish's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
Cavendish'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 Cavendish (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to them, either
Cavendish 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;

it acknowledges that its commitment to acquire Placing Shares on the Terms and
Conditions 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 Cavendish's conduct of the Placing;

it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
acquiring the Placing Shares.  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;

it irrevocably appoints any duly authorised officer of Cavendish 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 which it agrees to acquire upon
these Terms and Conditions;

the Company, Cavendish and others (including each of their respective
affiliates, agents, advisers, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Cavendish on its own
behalf and on behalf of the Company and are irrevocable;

it is acting as principal only in respect of the Placing or, if it is
acquiring the Placing Shares as a fiduciary or agent for one or more investor
accounts, it is duly authorised to do so and 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;

time is of the essence as regards its obligations under these Terms and
Conditions;

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
Cavendish;

the Placing Shares will be issued subject to these Terms and Conditions; and

these Terms and Conditions and all documents into which these Terms and
Conditions are incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire Placing Shares pursuant to the Placing will be
governed by and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any claim, dispute
(contractual or otherwise) or matter arising out of or in connection with such
contract except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or Cavendish 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, Cavendish 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 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 these
Terms and Conditions or incurred by Cavendish, 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 these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions 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) 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.  Such agreement 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 or stamp duty reserve tax may be payable.  In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax.  If this is the case, each
Placee should seek its own advice and they should notify Cavendish
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 Cavendish in the event that either the
Company and/or Cavendish have incurred any such liability to such taxes or
duties.

The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to Cavendish for itself and on behalf
of the Company and are irrevocable.

Cavendish is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing and Admission, and Cavendish will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in the Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish 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 Cavendish may (at its absolute discretion) satisfy its 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
Cavendish, any money held in an account with Cavendish 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 the 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 Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.

In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.

References to time in the Terms and Conditions are to London time, unless
otherwise stated.

All times and dates in these Terms and Conditions may be subject to
amendment.  Placees will be notified of any changes.

No statement in the Announcement is intended to be a profit forecast or
estimate, and no statement in the 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 Placing Shares to be issued 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, the
Announcement.

 

 

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