REG - Audioboom Group PLC - Proposed Acquisition and £3.0 million Placing

AudioboomAnnouncement

Yesterday 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250716:nRSP3604Ra&default-theme=true

RNS Number : 3604R  Audioboom Group PLC  16 July 2025

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)).  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

16 July 2025

 

Audioboom Group plc

("Audioboom" or the "Company")

Proposed Acquisition of Adelicious Ltd and £3.0 million Placing

 

Audioboom (AIM: BOOM), the leading global podcast company, is pleased to
announce that it has entered into a binding agreement for the acquisition of
the entire issued share capital of Adelicious Ltd ("Adelicious") for an
aggregate maximum consideration of up to £10.0 million (the "Acquisition").

In order to part-finance the Acquisition, the Company proposes to raise gross
proceeds (before fees and expenses) of £3.0 million by way of a placing (the
"Placing") of approximately 1,111,112 new ordinary shares of no par value in
the capital of the Company (the "Ordinary Shares") (the "Placing Shares") at
an issue price of 270 pence per share (the "Issue Price").

Cavendish Capital Markets Limited ("Cavendish") is acting as financial
adviser, nominated adviser and sole broker in connection with the Acquisition
and the Placing. The Placing will be conducted by way of an accelerated
bookbuild (the "Accelerated Bookbuild"), which will be launched immediately
following this announcement, in accordance with the terms and conditions set
out in the appendix to this Announcement (the appendix forms part of this
announcement, such announcement and its appendix together being this
"Announcement").

The timing for the close of the Accelerated Bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Cavendish, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish and the Company at the
close of the Accelerated Bookbuild. The result of the Placing will be
announced as soon as practicable thereafter. The Placing is not being
underwritten.

 

Transaction Highlights

·      Acquisition of Adelicious, a UK focused podcast network, home to
many of the best British podcasts across comedy, entertainment, sport, history
and culture, including:

o  Sh**ged. Married. Annoyed. ("SMA"); and

o  Football's Greatest with Jeff Stelling, Motherkind, Frank Off The Radio,
Live Laugh Love, Real Dictators, The Teen Commandments, Russell Howard's Five
Brilliant Things, The Fast and the Curious and Paper Cuts.

·      The combination of Audioboom and Adelicious is expected to create
the 2nd largest podcast network in the UK and positions Audioboom to capture
significant share of the UK market's untapped value.

·      This initiates Audioboom's disciplined growth strategy via
M&A; taking a lead role in consolidating the fragmented global podcast
market through a measured and conservative approach.

·      The Acquisition is expected to be immediately accretive to
Audioboom's underlying earnings.

·      The Acquisition is subject to aggregate maximum consideration of
up to £10.0 million on a cash-free, debt-free basis, comprised of:

o  £4.5 million initial consideration, to be settled 60% in cash and 40% in
new Ordinary Shares (see further details below) (the "Initial Consideration");

o  Up to £3.0 million of deferred consideration, subject to a revenue
performance condition for 2025 (see further details below) (the "Deferred
Consideration"); and

o  Up to £2.5 million of contingent consideration, subject to revenue
performance of the SMA contract (see further details below) (the "Contingent
Consideration").

·      Each of the Deferred Consideration and the Contingent
Consideration will be settled 40% in cash, 40% in new Audioboom shares, with
the remaining 20% capable of being settled in cash or new Ordinary Shares at
the Company's absolute discretion.

·      The Initial Consideration Shares, the Deferred Consideration
Shares and the Contingent Considerations Shares are all being issued at a
price of £4.44 per share, being the 90-day VWAP of Audioboom prior to the
Company and Adelicious entering into their Letter of Intent on 15 May 2025.
The £4.44 issuance price of the Initial Consideration Shares represents a
premium of 58 per cent. to the closing mid-market price of an Ordinary Share
of 281 pence on 15 July 2025 (being the latest practicable business day prior
to this Announcement).

·      The Acquisition purchase price is equivalent to 1.0x EV/Sales in
comparison to industry normal multiples of 3-4x.

·      Placing with new and existing institutional and other investors
to raise gross proceeds of £3.0 million. The net proceeds of the Placing of
approximately £2.7 million will be applied towards the cash component of the
Initial Consideration.

·      The Issue Price represents a discount of approximately 3.9 per
cent. to the closing mid-market price of an Ordinary Share of 281 pence on 15
July 2025 (being the latest practicable business day prior to this
Announcement).

 

Stuart Last, CEO of Audioboom, commented:

"I have long been an admirer of Adelicious as they developed into a
best-in-class podcast network. Our platform will help supercharge their growth
with access to our sophisticated technology and expanded monetisation tools.
We share the common goal of taking the best of British podcasting to the world
and by joining forces that ambition will become a reality."

Andrew Goldsmith, President of Adelicious, commented:

"Audioboom is such a well-respected audio business, and we share the same
philosophies, values, and vision for British podcasting. Adelicious has come a
long way in five years, and we are all thrilled to be able to work alongside
Audioboom to take British podcasting globally."

 

Background to the Acquisition and Placing

Overview of Audioboom and the Podcast Market

The Company's platform capabilities create value across podcasting by
connecting content, audience and advertisers at scale globally. As set out in
the Company's full-year results for 2024, Audioboom's dynamic business model
and platform is based on a three pillar strategy:

·      Audience - generates 35+ million unique monthly listeners across
all major podcast platforms

·      Podcasts - hosts a Creator Network of 8,000+ independent
creators, producing over 15,000 episodes per month

·      Advertisers - premium advertising for over 10,000+ brands, in
which leading podcast hosts endorse products and brands to their engaged
audience natively within their shows

Audioboom is an indispensable component in podcasting's three-sided
marketplace of audience, advertiser and creator. Each is important to the
successful growth of the medium individually - but they require Audioboom at
the centre to connect them all, to ensure they operate effectively and to
extract maximum value for all.

Through the successful three pillar strategy, Audioboom has grown to become
the 5th biggest podcast network in the US, with a global footprint. This
momentum was evidenced in the Company's Q2 trading update of 8 July 2025,
demonstrating strong organic growth across all core metrics:

·      Q2 gross revenue up 5% year-on-year (YoY) at $17.8 million, gross
profit up 35% YoY at $4.0 million, and adjusted EBITDA up 400% YoY at $1.2
million

·      H1 revenue: $35.1 million. H1 gross profit: $7.4 million. H1
adjusted EBITDA: $1.8 million

·      On a standalone basis the Company remains confident in delivering
market expectations for revenue of $80.0 million and adjusted EBITDA of $4.5
million in 2025 with revenue and adjusted EBITDA seasonally weighted into H2

·      Showcase - Audioboom's higher gross margin, tech-based global
advertising marketplace delivered Q2 revenue growth of 16% YoY

·      The Audioboom Creator Network continued its expansion with
average monthly Distribution in Q2 of 100 million downloads and views - up 5%
YoY

·      Audioboom has more than $70m of advertising revenue booked for
2025

The US and UK podcast market is extremely fragmented, where management
estimate more than 100 independent podcast networks and publishers generate
around 75% of US and UK revenue. The top 10 podcast companies generate 25% of
US and UK revenue, of which Audioboom maintains its position as 5th largest.

The fragmented market dynamics and Audioboom's strong platform, market
standing and strength of its business model, uniquely position it to be a
cautious participant in the anticipated market consolidation. Audioboom's
platform business is primed for disciplined growth through a disciplined
M&A strategy delivering further scale and operational leverage. The focus
of Audioboom's M&A efforts are to build on the Company's strong presence
in the UK and US by adding critical mass in complementary geographies
including the UK, and through expanding the platform's technology capabilities
with enhancements across ad tech, AI and monetisation. Audioboom's M&A
value creation hypothesis centres on using its fully integrated platform to
target companies through enhanced monetisation, distribution, marketing and
data.

The goal of this inorganic strategy combined with organic growth is to achieve
$240m revenue by 2030, with KPI performance improving from 101 million monthly
downloads with $67 revenue per 1,000 downloads (RPM) in 2025, to 250 million
monthly downloads and $80 RPM in 2030.

Overview of Adelicious

Adelicious is the fourth largest independent podcast network in the UK, with
over 20 million monthly downloads and 5 million unique listeners across 50
premium podcasts. Adelicious is home to a wide variety of premium British
podcasts across the comedy, entertainment, sport, history and culture space.
Adelicious' unaudited financial performance for the financial years ending 31
July 2025 is set out below.

 US$m             FY23 (actual)*  FY24 (actual)*  FY25 (forecast)**
 Gross Revenue    $4.3m           $4.8m           $7.6m
 Gross Profit     $0.7m           $0.9m           $1.8m
 Adjusted EBITDA  ($0.1m)         $0.0m           $0.7m

* FY2023/24 numbers exclude Diary of a CEO podcast which Adelicious
represented and has subsequently left

**c.42.x% of FY2025 financial performance before synergies will be included in
Audioboom Group 2025 results with a 17 July 2025 completion date. c.$3.2
million revenue and c.$0.4 million adj EBITDA

Adelicious' growth is underpinned by network expansion (podcast signings) and
sales capability expansion. 2025 estimated figures do not include revenue from
the SMA podcast contract - a material contract with a change-of-control
termination clause.

As of 31 July 2024 Adelicious had gross assets of £1.3 million ($1.7
million*) and 13 FTE employees.

*Gross assets figure has been translated at the Bank of England GBP: USD daily
spot rate as at 31 July 2024.

Rationale for the Acquisition

The ambition is for Audioboom to become the UK's largest podcast network by
2030.

The board of Audioboom believe that its strong platform is primed to
capitalise on the fragmented podcast market and disciplined growth through
strategic M&A. Inorganic activity will benefit Audioboom by delivering
enhanced scale and operational leverage.

This Acquisition complements Audioboom's traditional strong presence in the US
market through the acquisition of its closest competitor in the UK. The
combination of Audioboom and Adelicious is expected to create the UK's second
largest podcast network, based on network size (Audioboom currently fifth and
Adelicious are currently fourth).

Furthermore, the Company believes that the UK market holds significant
untapped potential creating a significant upside opportunity for Audioboom and
Adelicious to capitalise on together as a scaled player. Podcast advertising
spend per capita is estimated to be 4.5x higher in the US vs the UK - in 2023
podcast advertising spend per capita was equivalent to $1.60 in the UK
compared with $7.00 in the US in 2024. The Company expects that the UK
podcasting market is expected to grow significantly through to 2030 as brand
spending starts to catch-up with the US market. Proactively taking market
share and creating an expanded commercial proposition now through acquisition,
positions Audioboom to capture a greater share of the upside as UK brand
investment expands materially.

The acquisition is expected to yield material operational and financial
synergies through:

·      Connection of Showcase ad marketplace to Adelicious inventory;

·      Expanded UK sales team and pricing leverage; and

·      Adelicious utilisation of Audioboom inventory intelligence
platform and advertising toolset.

Integration of Adelicious

Audioboom intends to fully-integrate Adelicious into its platform. Adelicious
mirrors Audioboom's core content and commercial operations, ensuring a
straightforward integration and a short pathway to synergy creation. The
integration plan is as follows:

·      Within 30 days of the Acquisition:

o  Adelicious CEO Andy Goldsmith takes UK Managing Director role overseeing
combined UK sales and content operations;

o  Adelicious podcasts connected to Showcase for immediate incremental
revenue; and

o  Adelicious team switched to UK HR supplier and London office.

·      Within 60 days of the Acquisition:

o  Consolidation of UK sales teams allowing sales across entire Audioboom and
Adelicious roster;

o  Adelicious inventory imported into Audioboom's inventory intelligence
platform ahead of 2026 Upfronts season; and

o  Full sunsetting of Adelicious' 3rd party technology tools and providers.

Stuart Last and Brad Clarke will be responsible for overseeing the integration
of Adelicious.

The Acquisition Structure

The aggregate maximum consideration for the Acquisition is up to £10.0
million. This consists of:

·      Initial Consideration of £4.5 million;

·      Deferred Consideration of up to £3.0 million; and

·      Contingent Consideration of £2.5 million.

The Initial Consideration of £4.5 million will be satisfied through a mix of
cash and new Ordinary Shares, with c. £2.7 million cash on completion in
addition to 405,405 shares (the "Initial Consideration Shares") to a value of
approximately £1.8 million (the Placing Shares together with the Initial
Consideration Shares, the "New Ordinary Shares"). The number of shares has
been determined using the 90-day VWAP of £4.44 as at 15 May 2025, being the
date the letter of intent was signed. The cash element of the Initial
Consideration will be funded using the proceeds from the Placing. The share
element will be subject to a 1-year lock in and 1-year orderly market
agreement.

The Deferred Consideration of up to £3.0 million will become payable on 30
June 2026, dependent on Adelicious achieving certain financial performance
goals tied to revenue in the ongoing financial year to 31 July 2025. The
Deferred Consideration will be payable on a sliding scale pro-rata basis
should Adelicious achieve total revenue (excluding revenue derived from the
SMA contract) between £4.4 million and £8.0 million.

Contingent Consideration of up to £2.5 million will be payable in connection
with the SMA contract if the annual revenue share generated by the podcast
equals or exceeds the £2.0 million per year minimum guarantee ("MG") agreed
with SMA. SMA is one of the largest UK podcasts, being ranked 11(th) in the
Edison Q1 2025 UK podcast show rankings. Adelicious entered into a 2-year
agreement with SMA in May 2025.

The terms of the SMA contract include a 'change of control' termination right
clause if certain conditions are not met following completion (one of which is
an increase in the MG), and the outcome of this will not be known until post
completion of the Acquisition. Therefore, the SMA contract has been excluded
from the financial forecasts and revenue performance targets and hence does
not form part of the Deferred Consideration.

To cover any potential loss and MG underperformance on SMA, up to £875k of
the total consideration will be withheld by Audioboom in escrow (£600k from
the Initial Consideration and up to £275k from the Deferred Consideration).
Up to half of this  will be released annually should SMA meet the MG for that
year. The Contingent Consideration is conditional on the SMA contract running
to its normal contractual expiry date without the counterparty terminating for
change of control or amending the MG payment.

Possible outcomes regards the Contingent Consideration and monies held in
escrow:

1.     SMA is not terminated and generates at least £2.0 million of
revenue share per year. Consequently £2.5 million of Contingent Consideration
will be paid by Audioboom in May 2027 and the monies held in escrow will be
released to the sellers of Adelicious in full;

2.     SMA is not terminated and does not generate £2 million of revenue
share per year. Should SMA revenue be less than £2 million per year, the
£0.875 million held in escrow will be used to offset any losses incurred
through the SMA contract; or

3.     The SMA contract is terminated after completion of the Acquisition.
Consequently no Contingent Consideration will be paid by Audioboom and the
monies held in escrow will be released to the sellers of Adelicious in full.

Both the Deferred Consideration and Contingent Consideration will be payable
as a mix of cash and shares, structured as 40% cash, 40% shares and the
remaining 20% in either cash or shares at the discretion of Audioboom. The
share element will be subject to a 1-year lock in and 1-year orderly market
agreement. The cash element of the Deferred and Contingent Consideration will
be paid from existing and future Company funds.

 

Details of the Placing and Launch of ABB

·      Audioboom is conditionally seeking to raise gross proceeds of
£3.0 million to part-finance the Acquisition through a Placing.

 

·      The Placing of new Ordinary Shares will be to new and existing
institutional and other investors at the Issue Price of 270 pence per share,
which represents a discount of approximately 3.9 per cent. to the mid-market
closing price of 281 pence on 15 July 2025, being the latest practicable date
prior to the publication of this Announcement.

 

·      The Placing Shares will represent approximately 6.8 per cent. of
the existing issued ordinary share capital of the Company.

 

·      The Placing will be effected by way of an Accelerated Bookbuild
at the Issue Price. The Accelerated Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out at the appendix at the end of this Announcement.

 

·      The Placing is conditional upon the Placing Agreement between the
Company and Cavendish not having been terminated in accordance with its terms
prior to admission of the Placing Shares to trading on AIM becoming effective
("Admission"). The Placing is being carried out pursuant to the Company's
existing shareholder authorities granted at the Company's 2024 Annual General
Meeting.

 

·      The Placing is conditional on the Acquisition having been
completed in escrow and being unconditional save only for Admission. The
Acquisition will complete immediately upon Admission.

Use of Proceeds

The net proceeds of the Placing will be used to fund the Acquisition's Initial
Consideration and related transaction expenses.

Admission, settlement and dealings

A further announcement will be released following the closure of Accelerated
Bookbuild confirming details of Admission of the New Ordinary Shares pursuant
to the Acquisition and Placing.

 

For further information please contact:

Enquiries

 Audioboom Group plc
 Stuart Last, Chief Executive Officer                                   Tel: +44(0)20 3714 4285

 Brad Clarke, Chief Financial Officer

 Cavendish Capital Markets Ltd (Nominated Adviser and Sole Broker)
 Jonny Franklin-Adams/Fergus Sullivan/Elysia Bough (Corporate Finance)  Tel: +44(0)20 7220 0500

 Harriet Ward (ECM)

About Audioboom

Audioboom is a global leader in podcasting - our shows are downloaded 100
million times each month by 35 million unique listeners around the world.
Audioboom is ranked as the fifth largest podcast publisher in the US by Triton
Digital.

Audioboom's ad-tech and monetisation platform underpins a scalable content
business that provides commercial, distribution, marketing and production
services for a premium network of top tier podcasts. Key partners include the
official Formula 1 podcasts 'F1: Beyond the Grid' and 'F1 Nation', 'True Crime
Obsessed' (US), 'The Tim Dillon Show' (US), 'No Such Thing As A Fish' (UK) and
'The Cycling Podcast' (UK).

Audioboom operates internationally, with global partnerships across North
America, Europe, Asia and Australia. The platform distributes content via
Apple Podcasts, YouTube, Spotify, Pandora, Amazon Music, Google Podcasts,
iHeartRadio, Facebook and Twitter as well as a partner's own websites and
mobile apps.

For more information, visit audioboom.com.

 

Important notices

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor Cavendish nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.

Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as broker and bookrunner exclusively for the Company and no one else
in connection with the contents of this document and the Placing and
Acquisition and will not regard any other person (whether or not a recipient
of this document) as its client in relation to the Placing and Acquisition or
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this document. Apart from the
responsibilities and liabilities, if any, which may be imposed on Cavendish by
the Financial Services and Markets Act 2000 (as amended) (the "FSMA") or the
regulatory regime established thereunder, Cavendish accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, for
the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this document, whether as to the past or the
future. Cavendish accordingly disclaims all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this document or
any such statement.

The New Ordinary Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. The New Ordinary Shares have not been
approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, the
Republic of South Africa.

No public offering of securities is being made in the United States.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares; and the New Ordinary Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia,
Japan or the Republic of South Africa. Accordingly, the New Ordinary 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
Canada, Australia, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account or benefit
of any national, resident or citizen of Australia, Japan or the Republic of
South Africa or to any investor located or resident in Canada.

No public offering of the New Ordinary Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the New Ordinary Shares
will be made pursuant to an exemption under the UK version of Regulation (EU)
no 2017/1129 of the European Parliament and of the Council of 14 June 2017,
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended from time to time, and includes any relevant implementing measure
in any member state (the "UK Prospectus Regulation") from the requirement to
produce a prospectus. This Announcement is being distributed to persons in the
United Kingdom only in circumstances in which section 21(1) of the FSMA, as
amended does not apply.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published. This Announcement and the terms
and conditions set out herein are for information purposes only and are
directed only at persons who are: (a) persons in member states ("Member
States") of the European Economic Area ("EEA") who are qualified investors as
defined in article 2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in
the United Kingdom, qualified investors as defined in article 2(e) of the UK
Prospectus Regulation who are persons who (i) have professional experience in
matters relating to investments falling 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) are persons
falling within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) are persons to whom
it may otherwise be lawfully communicated; (all such persons together being
referred to as "Relevant Persons").

This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with Relevant Persons.

The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements of the Company to be materially different from
such forward-looking statements.

The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested.
Recipients of this Announcement should exercise caution in relation to the
Placing if they are in any doubt as to the contents of this Announcement and
seek independent professional advice.  The price of shares and any income
expected from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should consult an
independent financial adviser.

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 Cavendish or by any of their respective directors, employees, 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.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her 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
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The New Ordinary Shares to be issued pursuant to the Placing and Acquisition
will not be admitted to trading on any stock exchange other than the AIM
market operated by London Stock Exchange plc ("AIM")

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

 APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE (THE "EU PROSPECTUS REGULATION "); AND (B) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE PERSONS WHO
(I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  NO PUBLIC OFFERING OF THE PLACING SHARES
IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

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

No action has been taken by the Company, Cavendish Capital Markets Limited
("Cavendish"), or any of their respective affiliates that would permit an
offer of the Placing Shares or 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.

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

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

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement.  Any representation to the contrary is a criminal
offence in the United States.  The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or 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 or the Republic of South Africa or any other
jurisdiction outside the United Kingdom.

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

This announcement should be read in its entirety.

No prospectus

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

Each Placee, by participating in the Placing, agrees that the content of this
announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Cavendish, the Company or any other person and none of
Cavendish, the Company or any other person acting on such person's behalf nor
any of their respective affiliates has or shall have any liability for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement.  Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing.  Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cavendish (in its capacity as Nominated Adviser and broker to the Company) has
entered into the Placing Agreement with the Company (further details of which
are provided below) under which, on the terms and subject to the conditions
set out in the Placing Agreement, Cavendish, as agent for and on behalf of the
Company, has agreed to use its reasonable endeavours to procure Placees for
the Placing Shares at the Placing Price. The Placing is not being underwritten
by Cavendish or any other person.

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

Bookbuilding Process

Commencing today, Cavendish will be conducting an accelerated bookbuilding
process to determine demand for participation in the Placing by Placees (the
"Bookbuilding Process"). This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.  However,
Cavendish will be entitled to effect the Placing (or any part of it) by such
alternative method to the Bookbuilding Process as they may determine.

No commissions will be paid by or to Placees in respect of any participation
in the Placing or subscription for Placing Shares.

The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than close of business on 16 July 2025, but may be closed
at such earlier or later time as Cavendish may, in its absolute discretion
(after consultation with the Company), determine. A further announcement will
be made following the close of the Bookbuilding Process detailing the
aggregate number of Placing Shares to be subscribed for by the Placees at the
Placing Price (the "Placing Results Announcement").

By participating in the Placing (such participation to be confirmed either via
email from or in a recorded telephone conversation with Cavendish), each
Placee will be deemed to have read and understood this announcement (including
this Appendix) in its entirety, to be participating and acquiring Placing
Shares on the terms and conditions set out herein and to be providing the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings contained in this Appendix.

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

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

2.     in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:

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

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

2.1.1        the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of Cavendish been
given to the offer or resale; or

2.1.2        where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons; and

3.     in the case of a Relevant Person in a member state of the EEA
(each, a "Relevant Member State") who acquires any Placing Shares pursuant to
the Placing:

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

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

3.2.1       the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in any Relevant Member State other than Qualified
Investors or in circumstances in which the prior consent of Cavendish has been
given to the offer or resale;

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

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

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

 

Application for admission to trading

An application will be made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM.

It is expected that Admission will take place on or around 8:00 a.m. on 22
July 2025 (or such later date as the Company and Cavendish may agree in
writing, in any event being not later than the Long Stop Date) and that
dealings in the Placing Shares on AIM will commence at the same time.

It is expected that investors who wish to hold their Placing Shares in CREST
will be credited with their Placing Shares in CREST on or around 22 July
2025.

Principal terms of the Placing

Cavendish is acting as nominated adviser and broker to the Placing, as agent
for and on behalf of the Company.  Cavendish is authorised and regulated in
the United Kingdom by the FCA and is acting exclusively for the Company and no
one else in connection with the matters referred to in this announcement and
will not be responsible to anyone other than the Company for providing the
protections afforded to the customers of Cavendish or for providing advice in
relation to the matters described in this announcement.

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

The price per Placing Share (the "Placing Price") is fixed at 270 pence and is
payable to Cavendish (as agent for the Company) by all Placees.

Each Placee's allocation will be determined by Cavendish in its discretion
following consultation with the Company.

Each Placee's commitment will be confirmed in and evidenced by either (i) a
recorded telephone call or (ii) email correspondence, in either case between
representatives of Cavendish and the relevant Placee (a "Recorded
Commitment").  The terms and conditions set out in this Appendix will be
deemed incorporated into the contract which is entered into by way of the
Recorded Commitment and will be legally binding on the relevant Placee(s) on
behalf of whom the commitment is made and, except with Cavendish's prior
written consent, will not be capable of variation or revocation after such
time.  Without prejudice to the foregoing, a contract note recording each
Placee's commitment will be sent to them following the Recorded Commitment.

Once they have made a Recorded Commitment each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Cavendish (as agent for
the Company), to pay to it (or as it may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to allot and
issue to that Placee.

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

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

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

To the fullest extent permissible by law and applicable FCA rules, none of
Cavendish, any of Cavendish's affiliates, nor any other person acting on
behalf of Cavendish, shall have any liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise.  In particular, none of
Cavendish nor any of its affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting the Placing
as Cavendish and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing, as soon as
reasonably practicable following their entry into a Recorded Commitment they
will be sent a contract note by Cavendish which will confirm the number of
Placing Shares allocated to them, the Placing Price, the aggregate amount owed
by them to Cavendish and 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 Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.

Settlement of transactions in the Placing Shares (ISIN: 213800QO681575J97813)
following Admission will take place within the CREST system, subject to
certain exceptions.  Settlement through CREST is expected to take place on 22
July 2025 unless otherwise notified by Cavendish and Admission is expected to
occur no later than 8:00 a.m. on 22 July 2025. Settlement will be on a
delivery versus payment basis.  However, in the event of any difficulties or
delays in the admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and Cavendish may agree that the Placing
Shares should be issued in certificated form.  Cavendish reserve the right to
require settlement for the Placing Shares, and to deliver the Placing Shares
to Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above the
prevailing sterling overnight index average rate (SONIA) as determined by
Cavendish.

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

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

Conditions of the Placing

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

The obligations of Cavendish under the Placing Agreement are, and the Placing
is, conditional upon, inter alia:

(a)   the Acquisition Agreement (as such term is defined in the Placing
Agreement) having been completed in escrow in accordance with its terms,
conditional only on Admission;

(b)   none of the warranties given by the Company in the Placing Agreement
being or having become untrue, inaccurate or misleading in any respect at any
time before Admission, and no fact or circumstance having arisen before
Admission which would constitute a breach of any of the warranties or
undertakings of the Company provided in the Placing Agreement;

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

(d)   Cavendish not having exercised its right to terminate the Placing
Agreement prior to Admission; and

(e)   Admission having become effective at or around 8.00 a.m. on 22 July
2025 or such later time as Cavendish may agree with the Company but in any
event no later than the Long Stop Date,

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

If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and
Cavendish may agree, provided that the time for satisfaction of the condition
set out in (e) above shall not be extended beyond the Long Stop Date), or the
Placing Agreement is terminated in accordance with its terms, the Placing will
lapse and the Placee's rights and obligations shall cease and terminate at
such time and each Placee agrees that no claim can be made by or on behalf of
the Placee (or any person on whose behalf the Placee is acting) in respect
thereof.

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

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

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

None of Cavendish, the Company nor any of their respective affiliates shall
have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of them may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Cavendish.

On the assumption that the conditions set out in the Placing Agreement are
satisfied (or waived) and that the Placing Agreement does not lapse and is not
terminated in accordance with its terms, each Placee will be required to pay
to Cavendish, on the Company's behalf, the Placing Price for each Placing
Share agreed to be acquired by it under the Placing in accordance with the
terms set out herein.

Upon making a Recorded Commitment each Placee's obligation to acquire and pay
for Placing Shares under the Placing will be owed to the Company and
Cavendish. Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Cavendish, to pay to it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the number of
Placing Shares that such Placee has agreed to subscribe.

 Termination of the Placing

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

(a)   any statement contained in this announcement or any other document or
announcement issued or published by or on behalf of the Company in connection
with the Placing ("Placing Documents") has become untrue, incorrect or
misleading in any material respect or there has arisen or been noted any
material new factor, mistake or inaccuracy relating to the information in the
Placing Documents;

(b)   any of the warranties given by the Company in the Placing Agreement is
discovered to have been untrue, inaccurate or misleading when made and/or that
any of such warranties has ceased to be true or accurate or has become
misleading at any time prior to Admission, in each case by reference to the
facts and circumstances subsisting at that time;

(c)    any matter has arisen which gives rise to a material claim under the
indemnity contained in the Placing Agreement;

(d)   the Company has failed or will in the opinion of Cavendish be unable
to comply with any of its obligations under the Placing Agreement or otherwise
relating to the Placing, and which is material in the context of the Group or
the Placing;

(e)   any of the conditions shall have become incapable of fulfilment before
the latest time provided; or

(f)    there has occurred any change in national or international
financial, monetary, economic, industrial, political, legal or market
conditions or there has occurred or been a material worsening of any
international or national crisis, act of terrorism or outbreak of hostilities
which, in the opinion of Cavendish (acting in good faith), makes it
impractical or inadvisable to proceed with the Placing.

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

By participating in the Placing, each Placee agrees with the Company and
Cavendish that the exercise by the Company or Cavendish of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or Cavendish (as the
case may be) and that neither the Company nor Cavendish need make any
reference to such Placee and that none of Cavendish, the Company, nor any of
their respective affiliates shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise) whatsoever in
connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it at any time after its entry into a Recorded
Commitment with Cavendish.

 Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes
and agrees (for itself and for any such prospective Placee) that in each case
as a fundamental term of such Placee's application for Placing Shares (save
where Cavendish expressly agree in writing to the contrary):

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

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

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

4.     the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules and the Market Abuse Regulation
(EU Regulation No. 596/2014 as it forms part of domestic law pursuant to the
European Union (Withdrawal) Act 2018) ("UK MAR"), which includes a description
of the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access to such
information or comparable information concerning any other publicly traded
company, without undue difficulty;

5.     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 none of Cavendish or
the Company nor any of their respective affiliates, nor any person acting on
behalf of any of them has provided, and will not provide, it with any material
regarding the Placing Shares or the Company or any other person other than the
information in this announcement, or the Publicly Available Information; nor
has it requested of any of Cavendish, the Company or any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such information;

6.     none of Cavendish nor any person acting on behalf of it nor any of
their respective affiliates has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;

7.     the only information on which it is entitled to rely and on which
it has relied in committing to subscribe for the Placing Shares is contained
in the Publicly Available Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on Publicly Available Information; (b) none
of Cavendish or the Company nor any of their respective affiliates 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; (c) it has conducted its own
investigation of the Company, the Placing and the Placing Shares, satisfied
itself that the information is still current and relied on that investigation
for the purposes of its decision to participate in the Placing; and (d) has
not relied on any investigation that Cavendish or any person acting on behalf
of it may have conducted with respect to the Company, the Acquisition, the
Placing or the Placing Shares;

8.     the content of this announcement and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company and that neither Cavendish nor any persons acting on behalf of it is
responsible for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company contained in
this announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
announcement, the Publicly Available Information or otherwise.  Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;

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

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

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

10.2    has fully observed such laws and regulations;

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

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

10.5    has not taken any action which will or may result in the Company or
Cavendish 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 of Placing Shares;

11.  it was not located in the United States at the time the buy order was
originated and it represents that no directed selling efforts (as defined in
Regulation S under the Securities Act) were made in connection with the
Placing;

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

13.  the Placing Shares have not been, and will not be, registered under the
Securities Act and may not be offered, sold or resold in or into or from the
United States except pursuant to an effective registration under the
Securities Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
accordance with applicable state securities laws;

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

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

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

17.  if required by applicable securities laws or as otherwise reasonably
requested by the Company, the Placee will execute, deliver and file and
otherwise assist the Company in filing reports, questionnaires, undertakings
and other documents with respect to the issue of the Placing Shares;

18.  none of Cavendish, its affiliates nor any person acting on behalf of any
of them is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not
and will not be a client of Cavendish and Cavendish has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;

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

20.  no action has been or will be taken by the Company, Cavendish or any
person acting on behalf of either of them that would, or is intended to,
permit a public offer of the Placing Shares in the United States or in any
country or jurisdiction where any such action for that purpose is required;

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

22.  it is acting as principal only in respect of the Placing or, if it is
acting for any other person, (a) it is duly authorised to do so and has full
power to make the acknowledgments, representations and agreements herein on
behalf of each such person and (b) it is and will remain liable to the Company
and Cavendish for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person);

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

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

25.  it will not make an offer to the public of the Placing Shares and it has
not offered or sold and will not offer or sell any Placing Shares to persons
in the United Kingdom or elsewhere in the EEA except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise than in circumstances which have not resulted and which will not
result in an offer to the public in the United Kingdom within the meaning of
section 85(1) of the FSMA or an offer to the public in any other member state
of the EEA within the meaning of the UK Prospectus Regulation, or an offer to
the public in any Relevant State within the meaning of the EU Prospectus
Regulation;

26.  if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;

27.  it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and it
acknowledges that this announcement is not being issued by Cavendish as an
authorised person under section 21 of FSMA and therefore is not subject to the
same controls applicable to a financial promotion made by an authorised
person;

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

29.  if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation (including any relevant implementing measure
in any member state), the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a member state of
the EEA other than Qualified Investors, or in circumstances in which the
express prior written consent of Cavendish has been given to the offer or
resale;

30.  it has neither received nor relied on any confidential price sensitive
information about the Company in accepting this invitation to participate in
the Placing;

31.  if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not (i) dealt in the securities
of the Company, (ii) encouraged or required another person to deal in the
securities of the Company, or (iii) disclosed such information to any person,
prior to the information being made publicly available;

32.  neither Cavendish nor any of its affiliates, nor any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this announcement or for any
information previously published by or on behalf of the Company or any other
written or oral information made available to or publicly available or filed
information or any representation, warranty or undertaking relating to the
Company, and will not be liable for its decision to participate in the Placing
based on any information, representation, warranty or statement contained in
this announcement or elsewhere, provided that nothing in this paragraph shall
exclude any liability of any person for fraud;

33.  none of Cavendish or the Company, nor any of their respective
affiliates, nor any person acting on behalf of Cavendish, the Company or their
respective affiliates, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing nor providing advice in relation to the Placing nor in
respect of any representations, warranties, acknowledgements, agreements,
undertakings, or indemnities contained in the Placing Agreement nor the
exercise or performance of Cavendish's rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right;

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

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

36.  it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017
(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;

37.  it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, FSMA, the UK MAR and the Proceeds of Crime Act 2002 and
confirms that it has and will continue to comply with those obligations;

38.  in order to ensure compliance with the Money Laundering Regulations
2017, Cavendish (for itself and as agent on behalf of the Company) or the
Registrar may, in their absolute discretion, require verification of its
identity. Pending the provision to Cavendish or the Registrar, as applicable,
of evidence of identity, definitive certificates in respect of the Placing
Shares may be retained at Cavendish's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's or the Registrar's absolute discretion. If within a
reasonable time after a request for verification of identity Cavendish (for
itself and as agent on behalf of the Company) or the Registrar have not
received evidence satisfactory to them, Cavendish and/or the Company may, at
their absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;

39.  its commitment to acquire Placing Shares on the terms set out in this
announcement will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Cavendish's conduct of the Placing;

40.  it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares.  It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing.  It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;

41.  it irrevocably appoints any duly authorised officer of Cavendish as its
agent for the purpose of executing and delivering to the Company and/or its
Registrar any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares for which it agrees to subscribe or
purchase upon the terms of this announcement;

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

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

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

45.  any document that is to be sent to it in connection with the Placing
will be sent at its risk and may be sent to it at any address provided by it
to Cavendish;

46.  the Placing Shares will be issued subject to the terms and conditions of
this Appendix;

47.  the basis of allocation will be determined by Cavendish (after
consultation with the Company) at its absolute discretion. The right is
reserved to reject in whole or in part and/or scale back any participation in
the Placing; and

48.  these terms and conditions in this Appendix and all documents into which
this Appendix is incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these terms and conditions and
all agreements to acquire shares pursuant to the Placing will be governed by
and construed in accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim, dispute 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 Cavendish
in any jurisdiction in which the relevant Placee is incorporated or in which
any of its securities have a quotation on a recognised stock exchange.

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

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

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

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

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

When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with or on behalf of Cavendish on
behalf of the Placee and/or any person acting on behalf of the Placee will not
be treated as client money within the meaning of the relevant rules and
regulations of the FCA made under FSMA.  Each Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules: as a consequence this money will not be segregated from Cavendish's
money in accordance with the client money rules and will be held by it under a
banking relationship and not as trustee.

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

All times and dates in this announcement may be subject to amendment by
Cavendish.  Other provisions of these terms and conditions may be varied,
waived, supplemented or modified as regards specific Placees or on a general
basis by Cavendish provided always that such variation, waiver or modification
is not materially prejudicial to the interests of the Company. References to
time in this announcement are to London time, unless otherwise stated.

In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these terms and conditions are to each of such Placees and such
joint Placees' liability is joint and several.

No statement in this announcement is intended to be a profit forecast, and no
statement in this announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

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

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

 Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

DEFINITIONS

The following defined terms will have the following meanings in this
Appendix.  Save as otherwise defined below, terms defined in the main body of
this announcement shall have the same meanings when used in this Appendix.

"Admission"  the admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules

"affiliate" means, as regards any person or entity, their agents, directors,
officers, employees or consultants and any other person connected with them as
defined in FSMA

"CREST"  the relevant system (as defined in the CREST Regulations)
in respect of which Euroclear is the Operator (as defined in the CREST
Regulations)

"CREST Regulations"  The Uncertificated Securities Regulations 2001 (SI
2001/3755) (as amended)

"EU"  the European Union

"Euroclear"  Euroclear UK & International Limited, the operator of CREST

"Existing Ordinary Shares"  the Ordinary Shares in issue at the date of this
document, all of which are admitted to trading on AIM and being the entire
issued ordinary share capital of the Company

"ISIN"  International Securities Identification Number

"Long Stop Date"  means 8.00 a.m. on 14 August 2025

"New Ordinary Shares" together, the Placing Shares and Initial Consideration
Shares

"Money Laundering Regulations"  the Money Laundering Regulations 2017, the
money laundering provisions of the Criminal Justice Act 1993, Part VIII of
FSMA (together with the provisions of the Money Laundering Sourcebook of the
FCA and the manual of guidance produced by the Joint Money Laundering Steering
Group in relation to financial sector firms), the Terrorism Act 2000, the Anti
Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the
Terrorism Act 2006

"Ordinary Shares"  ordinary shares of no par value in the capital of the
Company

"Placee" any person who with whom Placing Shares are placed by Cavendish
pursuant to the Placing

"Placing"  the conditional placing of the Placing Shares at the Placing
Price pursuant to the Placing Agreement

"Placing Agreement"  the agreement between the Company and Cavendish
dated 16 July 2025 in connection with the Placing

"Placing Shares"  approximately 1,111,112 new Ordinary Shares to be issued
in connection with the Placing

"Registrar" Link market Services of 12 Castle Street, St Helier, Jersey JE2
3RT

"UK MAR"  the Market Abuse Regulation (EU Regulation No. 596/2014 as it
forms part of domestic law pursuant to the European Union (Withdrawal) Act
2018)

 

 

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  ACQEQLFFEDLXBBB