REG - Smarter Web Company - WRAP Retail Offer & Accelerated Bookbuild

Aquis ExchangeAnnouncement

Yesterday 17:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250507:nRSG7539Ha&default-theme=true

RNS Number : 7539H  Smarter Web Company PLC (The)  07 May 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY SHARD CAPITAL PARTNERS LLP T/A TENNYSON SECURITIES WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 538762).

 

07 May 2025

 

The Smarter Web Company PLC

("The Smarter Web Company" or "Company")

 

WRAP Retail Offer & Accelerated Bookbuild

 

The Smarter Web Company PLC is pleased to announce a retail investor offer via
the Winterflood Retail Access Platform ("WRAP Retail Offer") and a placing of
the Company's shares by Tennyson Securities and Peterhouse Capital Limited to
institutional investors ("Accelerated Bookbuild" or "Placing") through the
issue of new ordinary shares of £0.001 each at £0.16 per share ("Ordinary
Shares") ("Offer Price"). The WRAP Retail Offer and Accelerated Bookbuild will
open immediately following this announcement.

 

Background and Use of Proceeds

 

The Smarter Web Company, founded in 2009 by Andrew Webley, helps businesses of
all sizes enhance their online presence and return on digital investment. Its
core services include web design, development and digital marketing.

 

Before founding The Smarter Web Company, Andrew Webley was the Head of Online
at Hargreaves Lansdown, one of the UK's most successful financial services
companies.

 

The Company has a clear strategy for growth focusing on:

 

·    Organic growth opportunities around existing, established services

·    An acquisition strategy intended to accelerate scale

·    As the Company explores opportunities through organic growth and
corporate acquisitions it is pioneering the adoption of a Digital Asset
Treasury Policy including Bitcoin into its strategy

 

Please also see "The 10 Year Plan" announced by the Company via regulatory
news at 07:00 on 28 April 2025 and available on the Company website.

 

The WRAP Retail Offer

 

The Company values retail shareholders and believes that it is appropriate to
provide both new and existing retail shareholders in the United Kingdom the
opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of The
Smarter Web Company, following release of this announcement and through
certain financial intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for WRAP Retail
Offer Shares should contact their broker or wealth manager who will confirm if
they are participating in the WRAP Retail Offer.

 

The WRAP Retail Offer will open immediately following this announcement. The
WRAP Retail Offer will close at 21:00 on 07 May 2025. Eligible investors are
encouraged to participate early, as financial intermediaries may impose
earlier deadlines, and the Company also reserves the right to close the offer
earlier. The result of the WRAP Retail Offer is expected to be announced by
the Company on 08 May 2025 shortly after 07:00.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com
(mailto:WRAP@winterflood.com) .

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £500 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the WRAP Retail Offer at
its discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

It is vital to note that once an application for WRAP Retail Offer Shares has
been made and accepted via an intermediary, it cannot be withdrawn.

 

The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and
have the right to receive all dividends and other distributions declared, made
or paid after their date of issue.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Issue Price does not exceed EUR
8 million (or the equivalent amount in GBP, calculated in accordance with the
Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority
(the "FCA").

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom as  an exempt offer to
the public under sections 86(1)(e) and 86(4) of FSMA and therefore there is no
the requirement to publish a prospectus under the United Kingdom version of
Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of
the European Union (Withdrawal) Act 2018 (as amended) in connection with the
WRAP Retail Offer. The WRAP Retail Offer is not being made into any
jurisdiction other than the United Kingdom.

 

Instructions For AJ Bell Clients

 

Existing shareholders via AJ Bell will receive an email when the offer
launches to let them know how to place orders. Clients that don't currently
hold the stock already can call through to the dealing team on 0345 54 32 600
to subscribe.

 

Instructions for Interactive Investor Clients

 

Existing shareholders via Interactive Investor will receive an email and be
able to subscribe for new shares via the Corporate Actions section of the
website. Clients that don't currently hold the stock already can call through
to the international dealing team on 0345 607 6001 to subscribe.

 

Instructions For Other Platforms & Brokers

 

You should contact your platform / broker and ask for instructions to take
part. Retail brokers wishing to participate in the WRAP Retail Offer on behalf
of eligible retail investors, should contact WRAP@winterflood.com
(mailto:WRAP@winterflood.com) .

 

Accelerated Bookbuild

 

The Accelerated Bookbuild will open immediately following this announcement.
The Accelerated Bookbuild will close at 21:00 on 07 May 2025. Institutional
investors should contact Tennyson Securities or Peterhouse Capital Limited to
take part. The result of the Accelerated Bookbuild is expected to be announced
by the Company on 08 May 2025 shortly after 07:00.

 

The WRAP Retail Offer and the Accelerated Bookbuild are conditional on the New
Ordinary Shares being admitted to trading on the Access Segment of the Aquis
Stock Exchange Growth Market ("Admission"). It is anticipated that Admission
will become effective and that dealings in the New Ordinary Shares will
commence on Aquis, at 08:00 on 13 May 2025.

 

 The Smarter Web Company                                             +44 (0) 117 313 0459

 Andrew Webley, CEO

 Tennyson Securities (Lead Broker)                                   +44(0) 207 186 9030

 Peter Krens

 Peterhouse Capital Limited (AQUIS Growth Market Corporate Adviser)  +44 (0) 207 469 0930

 Guy Miller
 Winterflood Retail Access Platform                                  WRAP@winterflood.com (mailto:WRAP@winterflood.com)

 Joe Winkley, Sophia Bechev                                          +44(0) 20 3100 0286

Further information on the Company can be found on its website at
www.smarterwebcompany.co.uk (http://www.smarterwebcompany.co.uk)

 

The Company's LEI is 213800VQO9FUG4PZMP73.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" sections of the announcement should be
read and understood.

 

Important Notices - WRAP Retail Offer

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Tennyson Securities which
is authorised and regulated by the Financial Conduct Authority.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the WRAP Retail Offer and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the WRAP Retail Offer, Admission and the other arrangements referred to
in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the Aquis Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Ordinary Shares to be issued or sold pursuant to the WRAP Retail Offer
will not be admitted to trading on any stock exchange other than the Aquis
Stock Exchange.

 

Appendix

 

Terms and conditions of the Placing

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ACCELERATED
BOOKBUILD. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR
INFORMATION PURPOSES ONLY AND 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: (A)
PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA
QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS
REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED
INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION
(REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION")
 (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA
APPLIES) WHO ARE (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES
OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR
ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES.

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 OR THE SOUTH
AFRICAN RESERVE BANK; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE,
REGISTERED OR QUALIFIED FOR DISTRIBUTION, AS APPLICABLE UNDER OR OFFERED IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
OFFER, SALE, RESALE OR DELIVERY WOULD BE UNLAWFUL.

EACH PARTICIPANT IN THE ACCELERATED BOOKBUILD ("PLACEE") SHOULD CONSULT WITH
ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN
INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN
AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A
DISPOSAL OF THEIR ORDINARY SHARES.

Market Abuse Regulation

Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse
Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue
of the European Union (Withdrawal) Act 2018 (as amended) were taken in
respect of the Placing, with the result that certain persons became aware of
inside information, as permitted by UK MAR. That inside information is set
out in this announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons
that received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its securities.

These terms and conditions apply to persons making an offer to acquire Placing
Shares and should be read in their entirety. Each Placees hereby agrees with
each of the Tennyson Securities and Peterhouse (each a "Broker") and the
Company to be bound by these terms and conditions. A Placee shall, without
limitation, become so bound if the relevant Broker confirms to such Placee its
allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Offer Price and otherwise on the terms and conditions set out in
this Announcement and, to the fullest extent permitted by law, will be deemed
to have agreed not to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.

In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) on whose behalf a
commitment to subscribe for or acquire Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

Tennyson Securities, Peterhouse and the Company have entered into the Placing
Agreement, under which Tennyson Securities and Peterhouse have, on the terms
and subject to the conditions set out therein, undertaken to use their
respective reasonable endeavours to procure subscribers for the Placing Shares
at the Offer Price. The Placing is not being underwritten by Tennyson
Securities or Peterhouse or any other person.

The number of the Placing Shares will be determined following completion of
the Placing.  The timing of the closing of the Placing and the number and
allocation of Placing Shares to Placees and as between the tranches of the
Placing, are at the discretion of the Brokers, following consultation with the
Company. Allocations will be confirmed orally or by email by the relevant
Broker following the close of the Placing. The commitment of Placees will be
evidenced by a contract notes (the "Contract Note") issued to such Placee by
the relevant Broker. The terms of this Appendix will be deemed incorporated in
those Contract Notes. A further announcement confirming these details will
then be made as soon as practicable following completion of the Placing.

The Placing Shares will, when issued, be subject to the Articles of
Association of the Company ("Articles"), will be credited as fully paid and
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any) declared,
made or paid on or in respect of Ordinary Shares after the date of issue of
the Placing Shares.

Application for admission to trading on Aquis

An application has been made to the Aquis Stock Exchange Limited for admission
to trading on Access Segment of the AQSE Growth Market of the Placing Shares
("Application").  It is expected that settlement of the Placing Shares and
admission of those Ordinary Shares ("Admission") will become effective
at 8.00 a.m. on 13 May 2025 and that dealings in the Placing Shares will
commence at that time.

Placing

The Brokers will today commence an accelerated bookbuilding process to
determine demand for participation in the Placing by potential Placees at the
Offer Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.

The Brokers and the Company shall be entitled to effect the Placing by such
alternative method to the Placing as they may, in their discretion, determine.

The principal terms of the Placing are as follows:

1.         Tennyson Securities and Peterhouse are arranging the
Placing as agents for, and Brokers of, the Company.

2.         Participation in the Placing is only available to persons
who are lawfully able to be, and have been, invited to participate by Tennyson
Securities or Peterhouse.

3.         The bookbuild, if successful, will establish the number of
Placing Shares to be issued at the Offer Price, which will be determined by
the Brokers, in consultation with the Company, following completion of the
Placing. The results of the Placing, including the number of Placing Shares,
will be announced on a Regulatory Information Service following completion
of the Placing.

4.         To bid in the Placing, prospective Placees should
communicate their bid by telephone to their usual contact at the relevant
Broker. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe. Bids may be scaled down by the Brokers
on the basis referred to in paragraph 8 below.

5.         The timing of the closing of the Placing will be at the
discretion of the Brokers.

6.         Allocations of the Placing Shares to Placees will be
determined by the Brokers following consultation with the Company. Each
Placee's allocation will be confirmed to Placees orally, or by email, by the
relevant Broker following the close of the Placing and a trade confirmation
and the Contract Note will be dispatched as soon as possible thereafter. Oral
or emailed confirmation from the relevant Broker will give rise to an
irrevocable, legally binding commitment by that person (who at that point
becomes a Placee), in favour of the relevant Broker and the Company, under
which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Offer Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with consent of both Brokers, such commitment will not be capable of
variation or revocation.

7.         The Company will make a further announcement following the
close of the Placing detailing the results of the Placing and the number of
Placing Shares to be issued at the Offer Price.

8.         Subject to paragraphs 4 and 5 above, the Broker may choose
not to accept bids and/or to accept bids, either in whole or in part, on the
basis of allocations determined at its discretion (after consultation with the
Company) and may scale down any bids for this purpose on such basis as it may
determine.

9.         A bid in the Placing will be made on the terms and subject
to the conditions in the Announcement (including this Appendix) and will be
legally binding on the Placee on behalf of which it is made and, except with
the Brokers consent, will not be capable of variation or revocation from the
time at which it is submitted.

10.       Except as required by law or regulation, no press release or
other announcement will be made by either the Brokers 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.

11.       Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".

12.       All obligations of the Brokers 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 "Right to terminate the Placing Agreement".

13.       By participating in the Placing, each Placee agrees 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.

14.       To the fullest extent permissible by law and the applicable
rules of the FCA, neither Tennyson Securities, nor Peterhouse, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise whether or not a recipient
of these terms and conditions) in respect of the Placing. In particular,
neither Tennyson Securities, nor Peterhouse, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of the Brokers' conduct of the Placing or of such alternative
method of effecting the Placing as the Brokers and the Company may determine.

15.       The Placing is not subject to any minimum fundraising and no
element of the Placing is underwritten by either of the Brokers or any other
person.

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 Brokers' obligations under the Placing Agreement in respect of the
Admission are conditional on, inter alia ("Conditions"):

1.         the publication of this announcement not later than the
Business Day following the date of Placing Agreement and having been published
and made available in accordance with the Aquis Growth Market Access Rulebook
("AQSE Rules");

2.         the Company having validly entered into and complied in all
respects, in the reasonable opinion of the Brokers, with all its obligations
and having satisfied the conditions to be performed or satisfied by any of
them under Placing Agreement and/or in connection with the Placing which fall
to be performed or satisfied on or prior to Admission;

3.         the Company having paid the AQUIS Stock Exchange such
charges and fees as are applicable in connection with the Application;

4.         the delivery of placing deliverables to the Brokers;

5.         each of the warranties in the Placing Agreement being, in
the reasonable opinion of the Brokers, true and accurate in all material
respects and not misleading in any material respect on and as at:

a.            the date of Placing Agreement; and

b.            the closing of the Placing ("Closing Date"),

as though they had been given and made on each such date by reference to the
facts and circumstances subsisting at each such time;

6.         the Placing Shares having been allotted, subject only to
Admission;

7.         the obligations of the Brokers not having been terminated
under the Placing Agreement;

8.         in the reasonable opinion of Peterhouse and Tennyson, no
material adverse change in the condition or results of the group (taken as a
whole) or the market which, in the reasonable opinion of any of the Brokers,
makes it impractical or inadvisable to proceed with the Placing;

9.         the delivery of certain other documents to the Brokers as
required by the Placing Agreement, immediately prior to Admission; and

10.       Admission having become effective by the Closing Date.

If: (i) any of the conditions in respect of the Admission contained in the
Placing Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Brokers or (ii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will not proceed
and the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by the Placee in respect thereof.

The Brokers may, at its discretion and upon such terms as it thinks fit,
waive, or extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement, save that the conditions relating to either Admission
taking place may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.

Neither Tennyson Securities, nor Peterhouse nor the Company nor any of their
respective affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they 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 they 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 the Brokers.

Right to terminate the Placing Agreement

The Brokers are entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company in certain circumstances,
including, inter alia:

(a)               the Company or a Director fails to materially
comply with any obligation under the Placing Agreement or otherwise relating
to the proposals;

(b)               any matter or circumstance arises, or is
likely to arise, as a result of which any of the Conditions will not be
satisfied or (if possible to be waived) either not be capable of being waived
or Peterhouse and Tennyson are not willing to waive by the requisite time
and/or date;

(c)               Peterhouse or Tennyson are of the reasonable
opinion (acting in good faith) that:

(i)         any of the representations, warranties or undertakings
contained in the Placing Agreement is untrue or inaccurate or misleading in
any material respect by reference to the facts and circumstances subsisting at
that time;

(ii)        any statement contained in any this announcement or the
Placing Agreement (or any amendments or supplements to them) has become or
been discovered to be untrue or inaccurate or misleading in any material
respect;

(iii)       any matter has arisen which gives rise or might reasonably
be expected to give rise to a material claim under the Placing Agreement; or

(iv)       there shall have occurred any material adverse change since
the date of this Placing Agreement;

(d)               Peterhouse or Tennyson is of the reasonable
opinion (acting in good faith) that an event has occurred, or is likely to
occur, and that the event is or (if it occurs) will, in the context of the
proposals in this announcement, be materially adverse to the prospects of the
Company's group; or

(e)               the Company fail to accept reasonable advice
given to them by Peterhouse and/or Tennyson on material matters concerning
Admission or the Placing leading to Peterhouse's and/or Tennyson' inability to
comply with the UK securities laws and/or the Companies Act 2006;

(f)               if, subsequent to the date of the Placing
Agreement and prior to Admission, any of the following occurs or, with the
passage of time, would be reasonably likely to occur:

(i)         in the reasonable opinion of Peterhouse and/or Tennyson
(acting in good faith), any:

(A)         outbreak, declaration or escalation of hostilities; or

(B)          act or incident of terrorism or other calamity or
crisis, national or international emergency or war; or

(C)          change in national or international monetary, political,
financial or economic conditions or in currency exchange rates or foreign
exchange controls,

which (in any such case) has a material adverse effect on the operation of any
of the principal financial and investment markets in the United Kingdom, the
United States of America or a member of the European Union, or otherwise has a
material adverse effect in respect of the Placing and Admission;

(ii)        trading generally on any stock exchange in the United
Kingdom, the United States of America or a member of the European Union, is
materially disrupted, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices have been required, by any United Kingdom
exchange or by any United Kingdom governmental authority, or a material
disruption has occurred in commercial banking or securities settlement or
clearance services in the United Kingdom, the United States of America or a
member of the European Union, in the sole judgement of Peterhouse or Tennyson;
or

(iii)       a general moratorium on commercial banking activities in
London has been declared by the United Kingdom, or a suspension or material
limitation in trading in securities, generally on the London Stock Exchange
has occurred, or is likely to occur, in the sole judgement of Peterhouse or
Tennyson; or

(g)               in the reasonable opinion of Peterhouse and/or
Tennyson (acting in good faith), a material adverse change (or a prospective
material adverse change) since the date of the Placing Agreement in the United
Kingdom regarding taxation affecting the Ordinary Shares, the transfer of
Ordinary Shares or exchange controls has been imposed (or is reasonably likely
to be imposed) by the United Kingdom.

The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by either of
the Brokers of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the relevant Brokers and
that the Brokers need not make any reference to Placees in this regard and
that neither of the Brokers nor any of its respective affiliates shall have
any liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will they be offered in such a way
as to require the publication of a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or prospectus has
been or will be submitted to be approved by the FCA or the AQSE Exchange 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 (including this Appendix) and the information in
the public domain ("Publicly Available Information").  Each Placee, by
accepting a participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has not relied on any other information (other than the Publicly
Available Information), representation, warranty, or statement made by or on
behalf of the Company, Tennyson Securities or Peterhouse or any other person
and neither of the Brokers, the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by
either of the Brokers, the Company or their respective officers, directors,
employees or agents. 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. Neither the Company nor
the Brokers are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations. Each Placee should not
consider any information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own solicitor, tax adviser and
financial adviser for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Placing, each Placee allocated Placing Shares in the
Placing will be sent a Contract Note in accordance with the standing
arrangements in place with the relevant Broker, stating the number of Placing
Shares allocated to it at the Offer Price, the aggregate amount owed by such
Placee (in pounds sterling) and a form of confirmation in relation to
settlement instructions.

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 the relevant
Broker in accordance with the standing CREST settlement instructions which
they have in place with the relevant Broker.

Settlement of transactions in the Placing Shares (ISIN: GB00BPJHZ015) will
follow Admission, the Brokers reserves the right to require settlement for,
and delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.

It is expected that settlement will take place in accordance with the
instructions set out in the Contract Note.

Interest is chargeable daily on payments not received from Placees on the due
date(s) in accordance with the arrangements set out above at the rate of 4
percentage points above the prevailing Bank of England base rate as determined
by the relevant Broker.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Brokers may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
relevant Broker's account and benefit (as agent for the Company), an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable and shall indemnify the relevant
Broker on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on the relevant Broker such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which the relevant Broker lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the form of confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither of the Brokers nor
the Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Broker for themselves and on behalf of the Company:

1.         that it has read and understood this announcement,
including this Appendix, in its entirety and that its subscription for Placing
Shares is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this announcement;

2.         that its obligations are irrevocable and legally binding
and shall not be capable of rescission or termination by it in any
circumstances;

3.         that the exercise by the Brokers of any right or discretion
under the Placing Agreement shall be within the absolute discretion of the
relevant Broker, and the relevant Broker need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against the relevant Broker or the Company, or any of their
respective officers, directors, employees agents or advisers, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;

4.         that these terms and conditions represent the whole and
only agreement between it, the relevant Broker and the Company in relation to
its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such information being
all that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company,  nor either of
the Brokers, nor any of their respective officers, directors or employees will
have any liability for any such other information, representation or warranty,
express or implied;

5.         that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i)
the Placing Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Member State of the European Economic Area which has
implemented the EU Prospectus Regulation or the UK, respectively, other
than EEA Qualified Investors or UK Qualified Investors (as the case may
be) or in circumstances in which the prior consent of WHI has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA, or the UK respectively,
other than EEA Qualified Investors or UK Qualified Investors (as the case may
be), the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation or the UK Prospectus Regulation as having been made to
such persons;

6.         that neither it nor, as the case may be, its clients expect
either of the Brokers to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that neither of the
Brokers is acting for it or its clients, and that neither of the Brokers will
be responsible for providing the protections afforded to customers of the
relevant Broker or for providing advice in respect of the transactions
described herein;

7.         that it has made its own assessment of the Placing Shares
and has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and that
it shall not be entitled to rely upon any material regarding the Placing
Shares or the Company (if any) that either of the Brokers or the Company or
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, other than the
information in this Announcement and the Publicly Available Information; nor
has it requested any of the Brokers, the Company or any of their respective
affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;

8.         that it is: (i) located outside the United States and is
not a US Person as defined in Regulation S under the Securities Act
("Regulation S") and is subscribing for and/or purchasing the Placing Shares
only in "offshore transactions" as defined in and pursuant to Regulation S,
and (ii) it is not subscribing for and/or purchasing Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general advertising" as such
terms are defined in Regulation D under the Securities Act;

9.         that the Placing Shares have not been and will not be
registered under the Securities Act, or under the securities legislation of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States and accordingly the Placing Shares may not
be offered, sold, pledged, resold, transferred, delivered or distributed into
or within the United States except in compliance with the registration
requirements of the Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom;

10.       that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the Placing Shares
is contained in this announcement and the information publicly available in
relation to the Company ("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 this Announcement and the
Publicly Available Information only;

11.       that neither of the Brokers, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Publicly Available Information;

12.       that, unless specifically agreed with both Brokers, it is not
and was not acting on a non-discretionary basis for the account or benefit of
a person located within the United States or any US Person at the time the
undertaking to subscribe for and/or purchase Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;

13.       that it is not a national or resident of Australia, Canada,
Japan, New Zealand, the Republic of South Africa or a corporation, partnership
or other entity organised under the laws of Australia, Canada, Japan, New
Zealand, the Republic of South Africa and that it will not (unless an
exemption under the relevant securities laws is applicable) offer, sell,
renounce, transfer or deliver, directly or indirectly, any of the Placing
Shares in Australia, Canada, Japan, New Zealand or the Republic of South
Africa or to or for the benefit of any person resident in Australia, Canada,
Japan, New Zealand, the Republic of South Africa and each Placee
acknowledges that the relevant clearances or exemptions are not being obtained
from the Securities Commission of any province or territory of Canada, that
no prospectus has been or will be lodged with, filed with or registered by the
Australian Securities and Investments Commission, the Canadian Securities
Administrators, the Japanese Ministry of Finance, the Securities Commission
of New Zealand or the South African Reserve Bank and that the Placing Shares
are not being offered for sale and may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, Canada,
Japan, New Zealand, the Republic of South Africa or any other jurisdiction in
which such offer, sale, resale or delivery would be unlawful;

14.       that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;

15.       that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not, directly or
indirectly, distribute, forward, transfer or otherwise transmit, any
presentation or offering materials concerning the Placing or the Placing
Shares to any persons within the United States or to any US Persons;

16.       that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and other
consents which may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which will or may
result in the Company or either of the Brokers or any of their respective
directors, officers, employees or agents acting in breach of any regulatory or
legal requirements of any territory in connection with the Placing or its
acceptance;

17.       that it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase the Placing
Shares and to perform its subscription and/or purchase obligations;

18.       that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account: (a) to
acquire the Placing Shares for each managed account; (b) to make on its behalf
the representations, warranties, acknowledgements, undertakings and agreements
in this Appendix and the Announcement of which it forms part; and (c), if
applicable, to receive on its behalf any investment letter relating to the
Placing in the form provided to it by the Brokers;

19.       that if in the United Kingdom it is a UK Qualified Investor
(acting as principal or in circumstances to which section 86(2) of FSMA
applies) and a person who has professional experience in matters relating to
investments and it is either: (a) a person of a kind described in paragraph 5
of Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold, manage or
dispose of any Placing Shares that are allocated to it for the purposes of its
business;

20.       if in a member state of the EEA, it is a EEA Qualified
Investor; and, if in Switzerland, represents and warrants that it is entitled
to subscribe the Placing Shares under the laws and regulations of Switzerland
without the need for a prospectus or offering memorandum or the taking of any
other action on the part of the Company or either of the Brokers, and that its
subscription of the Placing Shares will not result in the Company, either of
the Brokers, their respective Affiliates (as defined in the Placing Agreement)
or any person acting on their behalf being in breach of the legal and/or
regulatory requirements of Switzerland or any canton or other sub-division
thereof;

21.       that, unless otherwise agreed by the Brokers, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;

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

23.       that any money held in an account with the relevant Broker (or
its nominee) on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a consequence,
this money will not be segregated from the Broker's (or its nominee's) money
in accordance with such client money rules and will be used by the Broker in
the course of its own business and each Placee will rank only as a general
creditor of the relevant Broker;

24.       that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Ordinary
Shares in accordance with the requirements of Chapter 5 of the Disclosure
Guidance and Transparency Rules of the FCA;

25.       that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70 respectively
or subsections (2) and (3) of section 93 or subsection (1) of section 96 of
the Finance Act 1986;

26.       that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing for under the
Placing unless and until Admission becomes effective;

27.       that it appoints irrevocably any director of either of the
Brokers as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;

28.       that the Announcement does not constitute a securities
recommendation or financial product advice and that neither of the Brokers nor
the Company has considered its particular objectives, financial situation and
needs;

29.       that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the Placing
Shares and is aware that it may be required to bear, and it, and any accounts
for which it may be acting, are able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing;

30.       that it will indemnify and hold the Company and each of the
Brokers and their respective affiliates 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 in this Appendix and further
agrees that the Company and each of the Brokers will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify the Brokers and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to this Announcement (including this Appendix) are given to
each of the Brokers for itself and on behalf of the Company and will survive
completion of the Placing Admission;

31.       that time shall be of the essence as regards obligations
pursuant to this Appendix;

32.       that it is responsible for obtaining any legal, financial, tax
and other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or either of the Brokers to
provide any legal, financial, tax or other advice to it;

33.       that all dates and times in this Announcement (including this
Appendix) may be subject to amendment and that the relevant Broker shall
notify it of such amendments;

34.       that (i) it has complied with its obligations under the
Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), 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 (as
amended) and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having jurisdiction in
respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it
is not a person: (a) with whom transactions are prohibited under the 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 or the United States Department of
State; (b) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the European
Union or a regulation adopted by the United Nations (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 the relevant Broker such evidence, if any, as to the identity or
location or legal status of any person which the Brokers may request from it
in connection with the Placing (for the purpose of complying with such
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 relevant Broker on the basis that any failure by it to do
so may result in the number of Placing Shares that are to be subscribed for by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as relevant Broker may decide in its absolute discretion;

35.       that it will not make any offer to the public within the
meaning of the EU Prospectus Regulation or the UK Prospectus Regulation of
those Placing Shares to be subscribed for and/or purchased by it;

36.       that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its own account
as principal or for a discretionary account or accounts (as to which it has
the authority to make the statements set out herein) for investment purposes
only and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stock, broker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;

37.       that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or relevant Broker in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;

38.       that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an address notified
to the relevant Broker;

39.       that neither Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;

40.       that either Broker may, in its absolute discretion, agree to
become a Placee in respect of some or all of the Placing Shares;

41.       that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and will not
receive a prospectus or other offering document in connection with the Placing
or the Placing Shares;

42.       undertakes that it (and any person acting on its behalf) will
make payment in respect of the Placing Shares allocated to it in accordance
with this Appendix on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other acquirers or sold as the
relevant Broker may in its sole discretion determine and without liability to
such Placee, who will remain liable for any amount by which the net proceeds
of such sale falls short of the product of the Offer Price and the number of
Placing Shares allocated to it and may be required to bear any stamp duty,
stamp duty reserve tax or other similar taxes (together with any interest or
penalties) which may arise upon the sale of such Placee's Placing Shares;

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

44.       that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the Company; (ii)
encouraged, required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.

The Company, the Brokers and their respective affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each of the Brokers for
itself and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Brokers.

The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for 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 relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor either of the Brokers will be
responsible, and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Brokers in the event
that any of the Company and/or either of the Brokers have incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is the case,
each Placee should seek its own advice and notify the Brokers accordingly.

In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.

All times and dates in this announcement (including the Appendices) may be
subject to amendment. The relevant Broker shall notify the Placees and any
person acting on behalf of the Placees of any changes.

This announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Brokers or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed. Nothing in this announcement shall be
effective to limit or exclude any liability for fraud or which, by law or
regulator, cannot otherwise be so limited or excluded.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NEXARMATMTTMBAA