REG - Atalaya MiningCopper - Successful Fundraise

Atalaya Mining Copper SAAnnouncement

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RNS Number : 7024Q  Atalaya Mining Copper, S.A.  28 January 2026

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT (THE
"ANNOUNCEMENT"), IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

28 January 2026

Atalaya Mining Copper, S.A.

("Atalaya" or the "Company")

Successful Fundraise

 

Atalaya Mining (LSE: ATYM) is pleased to announce that, further to the
announcement made on 27 January 2026, it has successfully placed 12,730,000
new ordinary shares in the Company ("Ordinary Shares") with new institutional
investors and existing shareholders (the "Placing Shares") at a price
of £10.00 per Placing Share (the "Placing Price") raising gross proceeds of
£127.3 million.

Concurrently with the Placing, eligible retail investors have subscribed in
the offer made by the Company via RetailBook for a total of 270,000 new
Ordinary Shares (the "RetailBook Offer Shares" and, together with the Placing
Shares, the "Offer Shares") at the Placing Price (the "Retail Offer" and,
together with the Placing, the "Fundraise") raising gross proceeds of £2.7
million.

Mike Amitage, a non-executive director of the Company, subscribed for 4,000
new Ordinary Shares as part of the Retail Offer. Following Admission, Mr
Armitage will hold 4,695 Ordinary Shares.

In total, 13,000,000 Offer Shares have been subscribed for at the Placing
Price raising gross proceeds of £130 million (equivalent to approximately
€150 million). The Offer Shares represent, in aggregate, approximately 9.2%
of the Company's issued Ordinary Share capital prior to the Fundraise.

Both the Placing and the Retail Offer were significantly oversubscribed,
receiving strong support from existing and new investors, allowing the Company
to broaden its institutional following and market support.

Alberto Lavandeira, CEO, commented:

"We are pleased to announce the successful closing of this capital raise. This
represents a significant milestone for Atalaya and will enable us to
accelerate our growth projects in Spain, while further strengthening our
balance sheet and enhancing our financial flexibility for the development of
Touro.

The successful completion of this raise reflects the confidence our investors
have in our strategy, our team, and the long‑term value embedded within our
portfolio. We would like to express our sincere appreciation to both new and
existing shareholders for their continued support as we advance our projects
in the Riotinto District and position Atalaya to capitalise on positive copper
market fundamentals."

BMO Capital Markets Limited, Canaccord Genuity Limited and Peel Hunt LLP acted
as joint global co-ordinators and joint bookrunners in connection with the
Placing. Banco Santander, S.A. acted as joint bookrunner in connection with
the Placing.

Admission and Total Voting Rights

Application will be made for the Offer Shares to be admitted to trading on the
main market for listed securities of London Stock Exchange plc ("London Stock
Exchange") ("Admission"). It is anticipated that Admission will become
effective, and that dealings in the Offer Shares will commence, at 8.00 a.m.
(London time) on 2 February 2026.

 

The Offer Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing issued Ordinary Shares of the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid.

 

Immediately following Admission, and in accordance with FCA Disclosure
Guidance and Transparency Rule 5.6.1, the Company's total issued share capital
will comprise 153,759,043 Ordinary Shares. This figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's announcement of 27 January 2026.

This Announcement contains information which, prior to its publication
constituted inside information for the purposes of Article 7 of the UK Market
Abuse Regulation.

Contacts:

 SEC Newgate UK                                              Clotilde Gros / George Esmond / Gwen Samuel                        +44 20 3757 6882
 Atalaya Mining                                              Michael Rechsteiner                                                +34 959 59 28 50
 Peel Hunt LLP                                               Ross Allister / David McKeown / Emily Bhasin (Investment Banking)  +44 20 7148 8900

 Joint Broker, Joint Global Co-ordinator, Joint Bookrunner

                                                             Sohail Akbar / Nicolas Wilks / Ambika Bose (ECM)
 Canaccord Genuity                                           James Asensio / Rory Blundell / George Grainger                    +44 20 7523 8000

 Joint Broker, Joint Global Co-ordinator, Joint Bookrunner

                                                             Sam Lucas / Darren Furby (ECM)
 BMO Capital Markets                                         Tom Rider / Andrew Cameron                                         +44 20 7236 1010

 Joint Broker, Joint Global Co-ordinator, Joint Bookrunner
 Banco Santander                                             Javier Mata / Mikel Palacios                                       +34 646 10 79 38

 Joint Bookrunner

About Atalaya Mining Copper, S.A.

Atalaya is a European copper producer that owns and operates the Proyecto
Riotinto complex in southwest Spain. Atalaya's shares trade on the London
Stock Exchange's Main Market under the symbol "ATYM" and Atalaya is a FTSE 250
Index constituent.

Atalaya's operations include the Cerro Colorado open pit mine and a modern 15
Mtpa processing plant, which has the potential to become a central processing
hub for ore sourced from its wholly owned regional projects around Riotinto,
such as Proyecto Masa Valverde and Proyecto Riotinto East. In addition,
Atalaya has a phased earn-in agreement for up to 80% ownership of Cobre San
Rafael S.L., which fully owns the Proyecto Touro brownfield copper project in
the northwest of Spain, as well as a 99.9% interest in Proyecto Ossa Morena.
For further information, please visit www.atalayamining.com
(http://www.atalayamining.com)

The Company's LEI is 549300QNQPXVRXGXOX56.

Pre-Emption Group Reporting

The Fundraise is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of issuer       Atalaya Mining Copper, S.A.
 Transaction details  In aggregate, the Fundraise of 13,000,000 Ordinary Shares represents
                      approximately 9.2% per cent. of the Company's issued ordinary share capital.

                      Settlement for the Offer Shares and Admission are expected to take place on or
                      before 8.00 a.m. on 2 February 2026.
 Use of proceeds      Proceeds from the Fundraise will allow Atalaya to accelerate the development
                      of its copper growth projects in Spain in order to capitalise on strong copper
                      market fundamentals. The Fundraise will also provide the Company with
                      financial flexibility to optimise the ultimate funding package for Proyecto
                      Touro all while continuing to advance its growth pipeline in the Riotinto
                      District in parallel.
 Quantum of proceeds  In aggregate, the Fundraise raised gross proceeds of £130 million (equivalent
                      to approximately €150 million) and net proceeds of approximately £124
                      million (equivalent to approximately €142 million).
 Discount             The Placing Price of £10.00 represents a discount of 6.9% to the closing
                      price on 27 January 2026, which was £10.74.
 Allocations          Soft pre-emption has been adhered to in the allocations process. The Company
                      was involved in the allocations process, which has been carried out in
                      compliance with all applicable MiFID II allocation requirements. Allocations
                      made outside of soft pre-emption were preferentially directed towards existing
                      shareholders in excess of their pro rata, and wall-crossed accounts.
 Consultation         Prior to launch of the Placing, the Joint Global Co-ordinators undertook a
                      market sounding process, including with major shareholders, to the extent
                      reasonably practicable and permitted by law.
 Retail investors     The Fundraise included the Retail Offer, for a total of 270,000 RetailBook
                      Offer Shares, via RetailBook.

                      Eligible retail investors in the UK who participated in the Retail Offer were
                      able to do so at the same Placing Price as the institutional investors
                      participating in the Placing.

                      In accordance with soft pre-emption principles, Retail Offer allocations were
                      prioritised for existing shareholders to ensure they receive at least their
                      pro-rata entitlement.

PDMR Notification

Notification and public disclosure of transactions of persons discharging
managerial responsibilities and persons closely associated with them:

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Mike Armitage
 2   Reason for the notification
 a)  Position/status                                              Non-executive Director
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Atalaya Mining Copper, S.A.
 b)  LEI                                                          549300QNQPXVRXGXOX56
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of €0.09 each nominal value

     Identification code                                          CY0106002112
 b)  Nature of the transaction                                    Subscription of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price: £10.00

                                                                  Volume: 4,000 shares
 d)  Aggregated information                                       n/a
 e)  Date of the transaction                                      28/01/2026
 f)  Place of the transaction                                     Off Market

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

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, Australia, Canada,
Japan, the Republic of South Africa, Hong Kong or any other jurisdiction in
which the same would be unlawful or to any person to whom it is unlawful to
make such offer or solicitation. No public offering of the Placing Shares is
being made in any such jurisdiction.

No action has been taken by the Company, BMO Capital Markets Limited ("BMO"),
Canaccord Genuity Limited ("Canaccord"), Peel Hunt LLP ("Peel Hunt") or Banco
Santander, S.A. ("Santander" and, together with BMO, Canaccord and Peel Hunt,
the "Banks") or any of their respective Affiliates or any of its or their
respective directors, officers, partners, employees, agents or advisers
(collectively "Representatives") or any person acting on behalf of any of them
that would, or is intended to, permit an offer of the Placing Shares or result
in the possession or distribution of this Announcement or any other offering
or publicity material relating to such Placing Shares in any jurisdiction
where action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, transferred or delivered, directly
or indirectly, within, into or in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being offered and
sold (i) outside of the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act ("Regulation S");
and (ii) in the United States only to persons reasonably believed to be
"qualified institutional buyers" as defined in Rule 144A of the Securities Act
("QIBs") pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. No public offering of
securities will be made in the United States or elsewhere.

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, 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.

This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is for information purposes only and is directed only at 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) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of Article 2(e) of the
EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United
Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule
1 of the POATR who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who
fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together
being "Relevant Persons").

This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; or (ii) the United
Kingdom, 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 relates is only
available to (i) in any member state of the EEA, Qualified Investors; and (ii)
in the United Kingdom, Relevant Persons, and will only be engaged in with such
persons.

No prospectus, product disclosure statement or other disclosure document has
been lodged with the Australian Securities and Investments Commission ("ASIC")
in relation to the Placing. This Announcement does not constitute a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act 2001 of the Commonwealth of Australia ("Corporations
Act"), and does not purport to include the information required for a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act. Any offer in Australia of the Placing Shares may only be
made to persons who are "sophisticated investors" (within the meaning of
section 708(8) of the Corporations Act), "professional investors" (within the
meaning of section 708(11) of the Corporations Act) or otherwise pursuant to
one or more exemptions contained in section 708 of the Corporations Act so
that it is lawful to offer the Placing Shares without disclosure to investors
under Chapter 6D of the Corporations Act ("Exempt Investors"). The Placing
Shares applied for by Exempt Investors in Australia must not be offered for
sale in Australia in the period of 12 months after the date of allotment under
the Placing, except in circumstances where disclosure to investors under
Chapter 6D of the Corporations Act would not be required pursuant to an
exemption under section 708 of the Corporations Act or otherwise or where the
offer is pursuant to a disclosure document which complies with Chapter 6D of
the Corporations Act. Any person acquiring Placing Shares must observe such
Australian on-sale restrictions.

In Singapore, the Placing Shares are being offered only to (a)  institutional
investors as defined under Section 274 of the Securities and Futures Act, 2001
of Singapore (the "SFA"), as modified or amended from time to time, including
by any subsidiary legislation as may be applicable at the relevant time and
(b) relevant persons pursuant to Section 275(1) of the SFA, or persons
pursuant to Section 275(1A), and in accordance with the conditions specified
in Sections 275 and 276 of the SFA.

Any distribution of the Placing Shares in Canada would be made on a private
placement basis pursuant to an exemption from the requirement that the Company
prepare and file a prospectus with the relevant Canadian regulatory
authorities. Accordingly, Accordingly, the Placing Shares may only be offered,
sold, resold or delivered, directly or indirectly, in or into a jurisdiction
of Canada to an investor that is (a) a "permitted client" as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations and (b) an "accredited investor" within the meaning of
National Instrument 45-106 Prospectus Exemptions or Section 73.3 of the
Securities Act (Ontario).

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa, Hong Kong or any other jurisdiction in which such
activities would be unlawful.

The securities referred to herein have not been authorised by the Hong Kong
Securities and Futures Commission. This Announcement has not been reviewed or
approved by any regulatory authority in Hong Kong. This Announcement does not
constitute an offer or invitation to the public in Hong Kong to acquire the
Placing Shares. Accordingly, unless permitted by the securities laws of Hong
Kong, no person may issue or have in its possession for the purposes of issue,
this Announcement or any advertisement, invitation or document relating to the
Placing Shares, whether in Hong Kong or elsewhere, which is directed at, or
the contents of which are likely to be accessed or read by, the public in Hong
Kong other than in relation to the Placing Shares that are intended to be
disposed of only to persons outside Hong Kong or only to "professional
investors" (as such term is defined in the Securities and Futures Ordinance of
Hong Kong (Cap. 571, Laws of Hong Kong) and the subsidiary legislation made
thereunder).

The offer of the Placing Shares is personal to the person to whom this
Announcement has been delivered by or on behalf of the Company, and a
subscription for the Placing Shares will only be accepted from such person. No
person to whom a copy of this Announcement is issued may circulate or
distribute this Announcement in Hong Kong or make or give a copy of this
Announcement to any other person.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "may", "will", "would", "could", "considered", "likely",
"estimate", "outlook" and variations of these words and similar future or
conditional expressions, are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements. These
statements and forecasts are inherently predictive, speculative and involve
risks and uncertainties and assumptions that could cause actual results,
financial condition, performance, developments or achievements to differ
materially from those expressed or implied by these forward-looking statements
and forecasts. Many of these risks, uncertainties and assumptions relate to
factors that are beyond the Company's ability to control, predict or estimate
precisely, such as the receipt of relevant regulatory approvals or permits. No
representation or warranty is made, and no responsibility or liability is
accepted, as to the achievement or reasonableness of, and no reliance should
be placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. Each of the Company, the Banks, their respective
Affiliates, its and their respective Representatives and any person acting on
behalf of any of them expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the FCA or the London Stock Exchange.

Each of BMO Capital Markets Limited, Canaccord Genuity Limited and Peel Hunt
LLP are authorised and regulated in the United Kingdom by the FCA. Banco
Santander, S.A. is authorised by the Bank of Spain and subject to limited
regulation in the United Kingdom by the PRA and the FCA. Each Bank is acting
exclusively for the Company and no one else in connection with the Placing,
the contents of this Announcement or any other matters referred to in this
Announcement. No Bank will regard any other person (whether or not a recipient
of this Announcement) as its client in relation to the Placing, the content of
this Announcement or any other matters referred to in this Announcement and
will not be responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or for providing
advice to any other person in relation to the Placing, the content of this
Announcement or any other matters referred to in this Announcement.

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 any Bank, any of its Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them as to, or in
relation to, the contents of the information contained in this Announcement,
or any other written or oral information made available to or publicly
available to any interested party or its advisers, or any other statement made
or purported to be made by or on behalf of any Bank or any of its Affiliates
in connection with the Company, the Placing Shares or the Placing, and any
responsibility or liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed. No representation or warranty, express or
implied, is made by any Bank, any of its Affiliates or any of its or their
respective Representatives as to the accuracy, completeness or sufficiency of
the information contained in this Announcement.

In connection with the Placing, each Bank and any of its Affiliates, acting as
investors for their own account, may take up a portion of the shares in the
Placing as a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such shares and other securities of
the Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, any Bank and any of its Affiliates
acting in such capacity. In addition, any Bank and any of its Affiliates may
enter into financing arrangements (including swaps) with investors in
connection with which that /Bank and any of its Affiliates may from time to
time acquire, hold or dispose of shares. No Bank intends to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the POATR or the EU Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated to persons
in the UK only in circumstances to which section 21(1) of the Financial
Services and Markets Act, 2000, as amended, does not apply.

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

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

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments,
as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and (b)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and, together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such Placing Shares are: (a) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II or the FCA Handbook
Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for
distribution through all distribution channels as are permitted distribution
by MiFID II or the FCA Handbook Product Intervention and Product Governance
Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors (for the purposes of the Product
Governance Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or the COBS; or (b) a recommendation to any investor or group of investors
to invest in, or purchase or take any other action whatsoever with respect to
the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

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
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