REG - Animalcare Group PLC - Proposed Acquisition of Ecuphar NV and Placing <Origin Href="QuoteRef">ANCR.L</Origin> - Part 6
23/06/2017 07:08
- Part 6: For the preceding part double click ID:nRSW9589Ie
and Alychlo NV hold 50% of the MC3 Health NV shares.
The compensation of key management personnel of the Ecuphar Group is as follows:
in £'000 For the year ended 31 December
2016 2015 2014
Short-term employee benefits 1,513 825 603
Post-employment benefits − − −
Termination benefits − − −
Total 1,513 825 603
The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to key
management personnel.
Directors of the Parent Company are:
Bellevue NV (being a company controlled by Chris Cardon)
Business Contact International BVBA Alychlo NV
Mylecke Management, Art & Invest NV
The following table provides the total amount of transactions that have been entered into with related parties for the
relevant financial year:
in £'000 Fees paid to Liabilities
Non-executive directors of the Ecuphar Group
201620152014Shareholders of the Group20162015201426 Overview of consolidated entities 38−− 60−− Equity interest % −−− −−−
2016 2015 2014
Name Country of incorporation
Ecuphar NV Belgium 100% 100% 100%
Medini NV Belgium 99.8% 99.8% 99.8%
Orthopaedics.be NV Belgium 99.98% 99.98% 99.98%
Ecuphar BV The Netherlands 100% 100% 100%
Ecuphar Veterinary Products BV The Netherlands 100% 100% 100%
Ornis SA France 100% 100% 100%
Nutriscience Ltd Ireland 0% 100% 100%
Ecuphar GmbH Germany 100% 100% 100%
Euracon Pharma Consulting und Trading GmbH Germany 100% 100% 100%
Ecuphar Veterinaria SA Spain 100% 100% 0%
Ecuphar Italia Italy 100% 100% 0%
Belphar Portugal 100% 100% 0%
27 First time adoption
The accounting policies set out in Note 3 have been applied in preparing the Ecuphar Group's consolidated special purpose
financial statements for the year ended 31 December 2016, the comparative information presented in these financial
statements for the year ended 31 December 2015 and 31 December 2014 and in the preparation of an opening IFRS balance sheet
at 1 January 2014 (the Parent Company's date of transition), as required by IFRS 1.
The Ecuphar Group previously prepared consolidated financial statements in accordance with Belgian GAAP.
Set out below are the applicable mandatory exceptions and exemption elections in IFRS 1 applied in preparing the Parent
Company's first financial statements under IFRS:
IFRS mandatory exceptions
The applicable mandatory exceptions in IFRS 1 applied in preparing the Parent Company's first financial statements under
IFRS are as follows:
Estimates
An entity's estimates in accordance with IFRS at the date of transition shall be consistent with estimates made for the
same date in accordance with its previous assertions made for its internal financial information purposes, unless there is
objective evidence that those estimates were in error.
The Parent Company has considered such information about historic estimates and has treated the receipt of any such
information in the same way as non-adjusting events after the reporting period in accordance with IAS 10 "Events after the
Reporting Period", thus ensuring IFRS estimates as at 1 January 2012 are consistent with the estimates as at the same date
made previously.
The other compulsory exceptions to IFRS 1 have not been applied as these are not relevant to the Parent Company or have not
been early adopted:
Hedge accounting;
De-recognition of financial assets and financial liabilities;
Non-controlling interests;
Embedded derivatives;
Classification and measurement of financial assets; and
Government grants.
As the Parent Company has not early adopted IFRS 9: Financial Instruments, it has not considered the application of the
compulsory exception for classification and measurement of financial assets.
IFRS exemption elections
The Ecuphar Group has applied the following optional exemptions when preparing the IFRS consolidated financial statements
for the first time:
The Ecuphar Group has applied the exemption as provided in IFRS 1 First-time Adoption of International Financial Reporting
Standards on non-application of IFRS 3, Business Combinations to business combinations consummated prior to 1 January 2014
(date of transition).
The Ecuphar Group has applied the transitional provisions in IFRIC 4 "Determining whether an Arrangement contains a Lease"
and determined whether an arrangement existing at the date of transition to IFRSs contains a lease on the basis of facts
and circumstances existing at that date.
Reclassifications
Several reclassifications between Belgian GAAP and IFRS have been made in order to reconcile the presentation format for
Belgian GAAP purposes to IFRS. The expenses in the consolidated statement of profit & loss under Belgian GAAP is presented
by nature while under IFRS by function. In addition, exceptional income and costs are presented separately under Belgian
GAAP while this is not allowed under IFRS. The column "reclasses" in the following tables include all such
reclassifications.
Reconciliation of statement of financial position from Belgian GAAP to IFRS Consolidated statement of financial position as
at 1 January 2014
Adjustments BE Effect of transition to
IFRS
Effect of transition GBP
in £'000,except if otherwise mentioned Commentnote------- BE GAAP euros Reclasses euros GAAP to IFRS presentation currency IFRS
euros euros
Assets
Non-current assets
Goodwill {a}, {b} 3,642 (978) − − (435) 2 229
Intangible assets {a}, {c} 11,255 978 − (3,355) (1,453) 7,425
Property, plant & equipment 395 − − − (65) 330
Investments in joint ventures − − − − − −
Deferred tax assets {d} − − − 1,158 (189) 969
Other financial assets 115 − − − (19) 96
Other non-current assets − − − − − −
Derivative financial assets − − − − − −
------- ------- ------- ------- ------- -------
Total non-current assets 15,407 − − (2,197) (2,161) 11,049
------- ------- ------- ------- ------- -------
Current assets
Inventories {e} 8,289 − − 4 (1,356) 6,937
Trade receivables 4,422 − − − (723) 3,699
Held to maturity investments {f} 36 (36) − − − −
Derivative financial assets − − − − − −
Other current assets 414 − − − (68) 346
Cash and cash equivalents 1,379 − − − (225) 1,154
------- ------- ------- ------- ------- -------
Total current assets 14,540 (36) − 4 (2,372) 12,136
------- ------- ------- ------- ------- -------
Total assets 29,947------- (36)------- −------- (2,193)------- (4,533)------- 23,185-------
Equity and liabilities
Equity
Equity attributable to the 10,146 964 − (3,744) (1,207) 6,159
owners of the parent
Non-controlling interest 1 − − − − 1
------- ------- ------- ------- ------- -------
Total equity 10,147 964 − (3,744) (1,207) 6,160
------- ------- ------- ------- ------- -------
Non-current liabilities
Loans & borrowings 4,806 − − − (786) 4,020
Deferred tax liabilities {d} − − − 2 − 2
Derivative financial liability {g} − − − 49 (8) 41
Other non-current liabilities − − − − − −
------- ------- ------- ------- ------- -------
Total non-current liabilities 4,806 − − 51 (794) 4,063
------- ------- ------- ------- ------- -------
Current liabilities
Loans & borrowings 8,922 − − − (1,458) 7,464
Trade payables 4,103 − − − (670) 3,433
Tax payables 358 − − − (59) 299
Derivative financial liability − − − − − −
Deferred income 272 − − − (44) 228
Other current liabilities {h}, {i} 1,339 (1,000) − 1,500 (301) 1,538
------- ------- ------- ------- ------- -------
Total current liabilities 14,994 (1,000) − 1,500 (2,532) 12,962
------- ------- ------- ------- ------- -------
Total equity and liabilities 29,947 (36) − (2,193) (4,533) 23,185
Consolidated statement of financial position as at 31 December 2014
Adjustments BE Effect of transition to
IFRS
IFRS GBP
in £'000, Comment BE GAAP Reclasses GAAP adjustments presentation
except if mentioned otherwise note------- euros euros euros euros currency IFRS
Assets
Non-current assets
Goodwill {a}, {b} 2,916 (838) − 585 (580) 2,083
Intangible assets {a}, {c} 11,214 838 − (2,743) (2,030) 7,279
Property, plant & equipment 493 − − − (107) 386
Investments in joint ventures − − − − − −
Deferred tax assets {d} − − − 1,223 (267) 956
Other financial assets 67 − − − (15) 52
Other non-current assets − − − − − −
Derivative financial assets − − − − − −
------- ------- ------- ------- ------- -------
Total non-current assets 14,690 − − (935) (2,999) 10,756
------- ------- ------- ------- ------- -------
Current assets
Inventories {e} 8,150 − − 13 (1,780) 6,383
Trade receivables 4,973 − − − (1,084) 3,889
Held to maturity investments {f} 837 (837) − − − −
Financial investments 1 − − − − 1
Other current assets 384 − − − (84) 300
Cash and cash equivalents 1,235 − − − (269) 966
------- ------- ------- ------- ------- -------
Total current assets 15,580 (837) − 13 (3,217) 11,539
------- ------- ------- ------- ------- -------
Total assets 30,270 (837) − (922) (6,216) 22,295
------- ------- ------- ------- ------- -------
Equity and liabilities
Equity
Equity attributable to the 10,897 (704) − (3,386) (1,484) 5,323
owners of the parent
Non-controlling interest 2 − − − − 2
------- ------- ------- ------- ------- -------
Total equity 10,899 (704) − (3,386) (1,484) 5,325
------- ------- ------- ------- ------- -------
Non-current liabilities
Loans & borrowings 4,907 − − − (1,070) 3,837
Deferred tax liabilities {d} − − − 1 − 1
Derivative financial liability {g} − − − 38 (8) 30
Other non-current liabilities 10 − − − (2) 8
Total non-current liabilities 4,917 − − 39 (1,080) 3,876
------- ------- ------- ------- ------- -------
Current liabilities
Loans & borrowings 8,834 − − − (1,926) 6,908
Trade payables 4,492 − − − (980) 3,512
Tax payables 496 − − − (108) 388
Derivative financial liability − − − − − −
Deferred income 165 − − − (36) 129
Other current liabilities {h}, {i} 467 (133) − 2,425 (602) 2,157
------- ------- ------- ------- ------- -------
Total current liabilities 14,454 (133) − 2,425 (3,652) 13,094
------- ------- ------- ------- ------- -------
Total equity and liabilities 30,270 (837) − (922) (6,216) 22,295
Consolidated statement of financial position as at 31 December 2015
Effect of transition to IFRS
Adjustments
BE IFRS GBP
in £'000,except otherwise mentioned Commentnote------- BE GAAP euros Reclasses euros GAAP adjustments presentation IFRS
euros euros currency
Assets
Non-current assets
Goodwill {a}, {b}, {k} 12,621 (650) − 223 (3,220) 8,974
Intangible assets {a}, {c}, {k} 28,513 650 − (2,780) (6,968) 19,415
Property, plant & equipment 899 − − − (237) 662
Investments in joint ventures − − − − − −
Deferred tax assets {d}, {k} − − − 1,685 (445) 1,240
Other financial assets 92 − − − (24) 68
Other non-current assets 1 − − − − 1
Derivative financial assets − − − − − −
------- ------- ------- ------- ------- -------
Total non-current assets 42,126 − − (872) (10,894) 30,360
------- ------- ------- ------- ------- -------
Current assets
Inventories {e} 17,800 − − (102) (4,674) 13,024
Trade receivables 13,319 − − − (3 518) 9 801
Held to maturity investments {f} 837 (837) − − − −
Financial investments 1 − − − − 1
Other current assets 1,842 − − (35) (477) 1,330
Cash and cash equivalents 1,018 − − − (269) 749
------- ------- ------- ------- ------- -------
Total current assets 34,817 (837) − (137) (8,938) 24,905
------- ------- ------- ------- ------- -------
Total assets 76,943 (837) − (1,009) (19,832) 55,265
------- ------- ------- ------- ------- -------
Equity and liabilities
Equity
Equity attributable to the 26,383 (837) (2,283) (2,478) (5,488) 15,297
owners of the parent
Non-controlling interest 2 − − − − 2
------- ------- ------- ------- ------- -------
Total equity 26,385 (837) (2,283) (2,478) (5,488) 15,299
------- ------- ------- ------- ------- -------
Non-current liabilities
Loans & borrowings 2,744 − − − (725) 2,019
Deferred tax liabilities {d} − − − 60 (16) 44
Derivative financial liability − − − − − −
Other non-current liabilities 34 − − − (9) 25
Total non-current liabilities 2,778 − − 60 (750) 2,088
------- ------- ------- ------- ------- -------
Current liabilities
Loans & borrowings 36,158 − − − (9,549) 26,609
Trade payables {j} 9,139 − 2,283 − (3,016) 8,406
Tax payables 1,148 − − 174 (349) 973
Derivative financial liability {g} − − − 22 (6) 16
Deferred income 389 − − − (103) 286
Other current liabilities {h}, {i} 946 − − 1,213 (571) 1,588
------- ------- ------- ------- ------- -------
Total current liabilities 47,780 − 2,283 1,409 (13,594) 37,878
------- ------- ------- ------- ------- -------
Total equity and liabilities 76,943 (837) − (1,009) (19,832) 55,265
Reconciliation of total comprehensive income between Belgian GAAP and IFRS:
Belgian GAAP has not defined the term "comprehensive income (loss)" and as such the reconciliation below starts with the
profit for the year under Belgian GAAP.
Statement of comprehensive income for the year ended 31 December 2014
Effect of transition to
IFRS
Adjustments
IFRS GBP
BE
in £'000, Comment BE GAAP Reclasses GAAP adjustments presentation
except otherwise mentioned note------- euros euros euros euros currency IFRS
42,889 (119) − − (8 292) 34 478
Revenue
Cost of sales (29,410)------- (175)------- −------- 9------- 5,734------- (23,842)-------
Gross profit 13,479 (294) − 9 (2,558) 10,636
------- ------- ------- ------- ------- -------
Research and development expenses {m}, {n} (793) (235) − 676 68 (284)
Selling and marketing expenses {m} (1,267) (2,938) − − 815 (3,390)
General and administrative expenses {m}, {o} (9,349) 3,348 − (302) 1,222 (5,081)
Net other operating income/ (expenses) (243) − − (100) 66 (277)
------- ------- ------- ------- ------- -------
Operating (loss) profit 1,827 (119) − 283 (387) 1,604
------- ------- ------- ------- ------- -------
Financial expenses {l} (543) 119 − − 83 (341)
Financial income {g} 46 − − 11 (11) 46
------- ------- ------- ------- ------- -------
(Loss) profit before taxes 1,330 − − 294 (315) 1,309
------- ------- ------- ------- ------- -------
Income taxes (577) − − − 111 (466)
Deferred taxes {d} −------- −------- −------- 66------- (13)------- 53-------
Net (loss) profit 753 − − 360 (217) 896
------- ------- ------- ------- ------- -------
Other comprehensive income (loss)
Exchange differences on translation of foreign operations −------- −------- −------- −------- (354)------- (354)-------
Total other comprehensive income (loss) − − − − (354) (354)
------- ------- ------- ------- ------- -------
Total comprehensive income (loss) 753 − − 360 (571) 542
------- ------- ------- ------- ------- -------
Statement of comprehensive income for the year ended 31 December 2015
Effect of transition to IFRS
Adjustments
BE IFRS GBP
in £'000,except otherwise mentioned Commentnote------- BE GAAP euros Reclasses euros GAAP adjustments presentation IFRS
euros euros currency
65,288 (140) (250) − (17,801) 47,097
Revenue {j}
Cost of sales {j} (40,086) (272) (1,064) (697) 11,553 (30,566)
------- ------- ------- --- ------- -------
Gross profit 25,202 (412) (1,314) (697) (6,248) 16,531
------- ------- ------- -- ------- -------
Research and development expenses {m}, {n} (1,030) (1,092) − 656 402 (1,064)
Selling and marketing expenses {m} (2,438) (6,771) − − 2,527 (6,682)
General and administrative expenses {m}, {o} (20,094) 8,135 − (82) 3,303 (8,738)
Net other operating income/ (expenses) {j} 358 − (969) 135 131 (345)
------- ------- ------- --- ------- -------
Operating (loss) profit 1,998 (140) (2,283) 12 115 (298)
------- ------- --- ------- ------- -------
Financial expenses {l} (1,060) 140 − − 252 (668)
Financial income {g} 86 − − 16 (28) 74
------- ------- ------------ ------- -------
(Loss) profit before taxes 1,024 − (2,283) 28 339 (892)
------- ------- ------------- ------- -------
Income taxes (530) − − (210) 203 (537)
Deferred taxes {d} −------- −------- −------------- 1,014 (279)------- 735-------
Net (loss) profit 494 − (2,283) 832 263 (694)
------- ------- ------------- ------- -------
Other comprehensive income (loss)
Exchange differences on translation of foreign operations {q} −------- −------- −------------ − (153)------- (153)-------
Total other comprehensive income (loss) − − − − (153) (153)
------- ------- ------------- ------- -------
Total comprehensive income (loss) 494 − (2,283) 832 110 (847)
Other information on the reconciliation from Belgian GAAP to IFRS
The consolidated financial statements as prepared under Belgian GAAP did not include cash flow statements and as such no
reconciliation is provided in relation to the cash flows.
The first-time adoption of IFRS had the following effects on the financial statements and equity of the Ecuphar Group at
the respective reporting periods:
Goodwill was decreased with the amount of identifiable intangible assets which were recognized as a result of acquisitions
meeting the criteria on asset deals under IFRS 3. Such intangibles were reclassified to the line intangible assets and
amortized over their remaining estimated useful lives. Such reclasses amounted to E650k at 31 January 2015 (2014: E838k; 1
January 2014: E978k).
Goodwill was increased in the periods beyond the date of transition for amortizations which were recorded under Belgian
GAAP. Such goodwill amortization are not allowed under IFRS. Amortizations reversed amounted to E223k at 31 December 2015
(2014: E585k).
Intangible assets were decreased for assets recognized under BE GAAP which do not meet the recognition criteria under IAS
38. Amortization on those intangible assets was reversed in the years beyond the date of transition. The cumulative effect
of these adjustments amounted to E(2,780)k at 31 December 2015 (2014: E(2,743)k; 1 January 2014: E(3,355)k).
Deferred income taxes as defined under IAS 12 are not recognized under Belgian GAAP. As a result adjustments were
recognized on deferred tax assets for E1,685k at 31 December 2015 (2014: E1,223k; 1 January 2014: E1,158k) and on deferred
tax liabilities for E60k at 31 December 2015 (2014: E1k; 1 January 2014: E0k). Deferred income tax (expense) and income was
recognized for E1,014k at 31 December 2015 (2014: E66k).
Inventory was adjusted to bring the carrying amounts to cost as defined under IAS 2 and to move from a weighted average
costing formula to the First in - First out costing method. The cumulative effect of these adjustments amount to E(102)k at
31 December 2015 (2014: E13k; 1 January 2014: E4k).
Treasury shares classified as asset under Belgian GAAP were reclassified and recognized
as a deduction of equity under IFRS. The amount of treasury shares reclassified amounted to E837k at 31 December 2015
(2014: E837k; 1 January 2014: E36k).
Derivative financial instruments were not recognized under Belgian GAAP. They were recognized under IFRS based on the
requirements of IAS 39. No hedge accounting as defined under IAS 39 has been applied. The effect of the recognition of
derivative financial instruments on the statement of financial position amounted to E22k at 31 December 2015 (2014: E38k; 1
January 2014: E49k). The effect of the relating fair value adjustments in the income statement amounted to an income of
E16k at 31 December 2015 (2014: E11k).
Dividends payable recorded as a liability under Belgian GAAP at the year-end prior to the shareholder's approval were
reclassified to retained earnings as such dividends only give rise to a liability under IFRS at the moment of shareholder's
approval. Dividends reclassified amounted to E0k at 31 December 2015 (2014: E133k; 1 January 2014: E1,000k).
A financial liability was recognized under IFRS for the estimated pay-outs under a license
agreement for which obligated payments were due by the Ecuphar Group at year-end. Under Belgian GAAP such pay-outs were
recognized as intangible assets upon payment and amortized in subsequent periods. The amount of the financial liability
recognized amounts to E1,213k at 31 December 2015 (2014: E2,425k; 1 January 2014: E1,500k).
Additional accruals were made in the 31 December 2015 IFRS statement of financial
position and income statement relating to costs that met the recognition criteria of a liability under IFRS at that date.
Such costs were recorded in the Belgian GAAP financial statements in 2016. The amount of such accruals recognized in the
statement of financial position at 31 December 2015 amounts to E2,283k. The negative impact on the income statement of 2015
amounts to E(250)k on revenues, E(1,064)k on cost of sales and E(969)k on other operating expenses.
The application of IFRS 3 Business combinations on the acquisition of the Esteve business (see Note 4) resulted in a
purchase price allocation being performed. This allocation resulted in different values being recognized under IFRS then
the ones formerly recognized under Belgian GAAP. An overview of the impact of this business combination on the statement of
financial position can be found under Note 4.
Cash discounts were recognized as a financial expense under Belgian GAAP while they are
deducted from revenues under IFRS. Such discounts amounted to E140k at 31 December 2015 (2014: E119k).
Payroll costs have been allocated to the several functions in the functional income statement. This resulted in increasing
cost of sales of E272k in 2015 (2014: E175k), increasing research and development expenses of E1,092k in 2015 (2014:
E235k), decreasing general and administrative expenses of E8,135k in 2015 (2014: E3,348k) and increasing selling and
marketing expenses of E6,771k in 2015 (2014: E2,938k).
The positive IFRS restatement effect on research and development expenses mostly relates lower amortization charges given
the fact that less R&D related intangibles were recognized under IFRS.
The negative IFRS restatement effect on general and administrative expenses mostly relates to higher amortization charges
given the fact that more License-related intangibles were recognized under IFRS.
The negative restatement of effect of E(100)k recorded in IFRS during 2014 relates to additional acquisition costs for
which the IFRS 1 exemption on goodwill was applied. Such subsequent expenditures do not meet the recognition criteria under
IFRS and were expensed as incurred.
Given that the reporting currency is determined to be GBP all functional currency Euro balances, income and expenses were
translated into GBP. This resulted in foreign currency translation effects which cumulate within other comprehensive
income.
28 Events subsequent to 31 December 2016
Subsequent to 31 December 2016, the Ecuphar Group lost one of its distribution contracts as a result of a takeover. This
has an estimated negative impact on yearly sales of about £0.8m as from 2017.
APPENDIX III - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND THE JOINT
BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
IN THIS APPENDICES ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED
INVESTORS"); AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (C) IF IN BELGIUM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 10 OF THE ACT
OF 16 JUNE 2006 ON PUBLIC OFFERINGS; AND/OR (D) ARE PERSONS WHO ARE OTHERWISE LAWFULLY PERMITTED TO RECEIVE IT WITHOUT
REQUIRING THE COMPANY TO ISSUE A PROSPECTUS APPROVED BY COMPETENT REGULATORS (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C)
AND (D) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE MINIMUM CONSIDERATION TO BE PROVIDED BY A PLACEE FOR THEIR
PLACING PARTICIPATION PURSUANT TO THE PLACING IS EUR100,000. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS SET OUT HEREIN RELATE 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.
THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY
EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR
PURCHASE OF THE PLACING SHARES.
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.
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), Australia, Canada, Japan or the Republic of
South Africa 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.
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
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