REG - Avacta Group PLC - Oversubscribed Strategic Equity Fundraise of £9m

AvactaAnnouncement

05/06/2026 07:00

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RNS Number : 1812H  Avacta Group PLC  05 June 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, 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,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICE IN THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

FOR IMMEDIATE RELEASE

 

Avacta Group plc

 

Oversubscribed Strategic Equity Fundraise of £9 million

 

Funds to be used for Convertible Bond repayments

 

LONDON and PHILADELPHIA - June 5, 2026 - Avacta Therapeutics (AIM: AVCT, the
"Company", the "Group", "Avacta"), a clinical stage biopharmaceutical company
developing pre|CISION(®), a tumor-activated oncology delivery platform, is
pleased to announce that it has raised gross proceeds of approximately £9
million from institutional investors and existing shareholders, with one
institutional cornerstone investor representing the majority of the funds.

 

The Company has conditionally placed 12,792,859 new ordinary shares of 10
pence each in the Company ("Ordinary Shares") (the "Placing Shares") at a
price of 70 pence per share (the "Issue Price"), being the closing mid-market
price on the day immediately prior to this Announcement, raising approximately
£9 million (the "Placing").

 

Christina Coughlin, CEO of Avacta commented:

 

"This Placing enables Avacta to retain the value of our equity while further
reinforcing our financial position by reducing the outstanding debt in the
Convertible Bond. Our cash runway provides sufficient funding to progress both
clinical drug candidates from our industry-leading pre|CISION(®) technology
through major clinical milestones and to move our Gen Three molecule into
IND-enabling studies.

 

"The initial clinical data on the Gen Two program AVA6103 in late H2 2026, as
well as further Phase 1 data on Gen One AVA6000 later this month at the BIO
International Convention, mark key milestones for the Company, as we expect
that these data will provide validation of our pre|CISION(®) technology in
patients, by demonstrating that both our First and Second Gen molecules can
effectively treat human cancers. In parallel, we continue to advance our
partnering discussions, which are ongoing with multiple parties, on all three
generations of our pre|CISION(®) platform."

 

 

Director Subscriptions

 

In addition to the Placing, Christina Coughlin, Chief Executive Officer of
Avacta, and Mark Goldberg, a Non-Executive Director of the Company, have
subscribed for 32,142 new Ordinary Shares each, (the "Subscription Shares") at
the Issue Price, representing an investment of approximately £22,500 each
(the "Subscription").

 

Background to and strategic rationale of the Equity Fundraise

 

As announced on 29 August 2025 in the Company's announcement titled
"Amendments to the Convertible Bond and equity fundraise of £3.25 million",
the Company renegotiated the terms of its Convertible Bond with the
Convertible Bond holder. The Amendments included the following:

 

·    Quarterly Convertible Bond repayments and interest in respect of 20
January 2026 and 20 April 2026 payment dates were deferred until 20 October
2027 (together, the "Deferred Repayments");

 

·    Upon the earlier of (i) the date on which the Company publishes the
data readouts of its Phase 1b trials of FAP-Dox (AVA6000) in triple negative
breast cancer and (ii) 30 June 2026, the Bondholder will have the right to
accelerate the satisfaction (in cash or shares) of one or both of the Deferred
Repayments and in addition, from 1 October 2026, at any time accelerate the
satisfaction of the quarterly repayments on the Convertible Bond, subject to a
maximum of one acceleration per quarter.

 

Under the terms of the Amendments, if the Deferred Repayments were to be
accelerated by the Convertible Bond Holder, the Company could elect to pay in
cash or via the issue of new Ordinary Shares at the predetermined reference
price (based on prevailing VWAPs) for 20 January 2026 and 20 April 2026.

 

The lowest electable reference prices for the 20 January 2026 and 20 April
2026 would be approximately 48.75 pence and 64.65 pence respectively.

 

The Company has chosen to strategically accept new investment into the
business at the Issue Price of 70 pence, significantly higher than the
potential share-based payment prices, thereby resulting in a reduction in
potential shareholder dilution whilst strengthening the Company's balance
sheet.

 

The net proceeds of the Placing will allow the Company to pay the Deferred
Repayments in cash and, in addition, pay an additional quarterly payment in
cash if required.

 

This Placing has allowed Avacta to have an enhanced balance sheet, and should
the Deferred Repayments be accelerated and an additional quarterly repayment
be paid in cash, the Convertible Bond would be reduced to approximately £11.5
million, which represents approximately 3.6 per cent of the market
capitalisation of the Company immediately prior to this Announcement.

 

-Ends-

 

 

For further information from Avacta, please contact:

 

 Avacta Group plc                                                  https://avacta.com/ (https://avacta.com/)

 Christina Coughlin, Chief Executive Officer                       via Cohesion Bureau

 Strand Hanson Limited (Nominated Adviser)                         www.strandhanson.co.uk (http://www.strandhanson.co.uk/)

 James Harris / Chris Raggett / James Dance

 Zeus (Broker)                                                     www.zeuscapital.co.uk (http://www.zeuscapital.co.uk/)

 James Hornigold / George Duxberry / Dominic King / Alex Bartram

 Cohesion Bureau                                                   avacta@cohesionbureau.com (mailto:avacta@cohesionbureau.com)

 Communications / Media / Investors

 Richard Jarvis

 

About Avacta - www.avacta.com (https://avacta.com/)

 

Avacta is a clinical stage life sciences company developing an innovative
proprietary drug delivery peptide drug conjugate (PDC) platform,
pre|CISION(®). The pre|CISION(®) platform uniquely enables the repurposing
of a range of oncology drugs as PDC payloads with the goal to significantly
reduce toxicity and side effects for patients by concentrating the drug
directly in the tumor.

 

About pre|CISION(®)

 

The key aspect of pre|CISION(®) is its peptide drug conjugates (PDC)
technology.  The combination of the cancer drug and the proprietary cleavable
peptide (the PDC) is inert and incapable of entering cells and killing them
until the peptide is specifically released within the tumor. The active
payload in the pre|CISION(®) PDC is released when the PDC comes into contact
with the common tumor-associated protein, known as fibroblast activation
protein (FAP), in the tumor. The release of the payload from the
pre|CISION(®) product directly in the tumor results in higher concentration
of the drug at the tumor and lower blood and healthy tissue levels than
standard systemic administration, offering the potential to improve efficacy
and patient tolerability.

 

Background to and information on the fundraise

 

The Issue Price represents a discount of approximately 0% to the closing
mid-market price of 70 pence per existing Ordinary Share on 4 June 2026, being
the last trading day prior to the publication of this Announcement.

 

The Placing has been conducted by Zeus Capital Limited ("Zeus") as sole
bookrunner.

 

The Placing

 

The Placing comprises the issue of 12,792,859 Placing Shares at the Issue
Price to conditionally raise approximately £9 million before expenses for the
Company.

 

The Placing will be utilising the Company's existing share allotment
authorities and powers.

 

The Placing Shares will represent approximately 2.7 per cent. of the enlarged
share capital of the Company (as enlarged by the Placing Shares) and will
rank pari passu with the existing Ordinary Shares.

 

The Company and Zeus have entered into a placing agreement (the "Placing
Agreement"). Pursuant to the terms of the Placing Agreement, Zeus as agent for
the Company, has conditionally agreed to use its reasonable endeavours to
procure subscribers for the Placing Shares. Zeus has conditionally placed the
Placing Shares with certain investors at the Issue Price.

 

The Placing Agreement contains certain warranties and indemnities from the
Company in favour of Zeus. The Placing is not being underwritten by Zeus nor
any other person.

 

The Placing is conditional upon, inter alia, the Placing Agreement not having
been terminated in accordance with its terms and Admission becoming effective.

 

The Subscription

 

Certain Directors, being Christina Coughlin and Mark Goldberg (the
"Subscribers"), have indicated their intention to subscribe for an aggregate
amount of approximately £45,000 through the issue of 64,284 new Ordinary
Shares at the Issue Price pursuant to the Subscription. The Subscription is
not being underwritten.

 

If any of the conditions to the Subscription are not satisfied, the
Subscription Shares will not be issued and any monies received from the
Subscribers will be returned to them.

 

The Subscription Shares will, when issued and fully paid, 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 after the date of
Admission.

 

The Subscription will be conditional upon, inter alia, Admission occurring and
the Placing Agreement not being terminated prior to Admission.

 

Admission and total voting rights

 

Application will be made to the London Stock Exchange for the admission to
trading on AIM of 12,857,143 Placing Shares and Subscription shares (together
the "Fundraising Shares") resulting from the Placing and Subscription
(together the "Fundraising"), which is expected to occur at or around 8.00 am
on 11 June 2026 ("Admission").

 

Immediately following Admission, the Company's enlarged issued ordinary share
capital will be 471,330,508 Ordinary Shares. This figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Related Party Transactions

 

Director Participation in the Subscription

 

The participation of Christina Coughlin and Mark Goldberg in the Subscription,
each being Directors of the Company, constitutes a related party transaction
under Rule 13 of the AIM Rules for Companies.

 

The independent directors of the Company (being Shaun Chilton, David Bryant,
and Paul Fry), having consulted with Strand Hanson Limited, the Company's
Nominated Adviser, consider that the Subscribers' participation in the
Subscription is fair and reasonable insofar as the Company's shareholders are
concerned.

 

Participation of Zeus in the Placing

 

Zeus subscribed for 272,025 Ordinary Shares at the Issue Price, for a
consideration of £190,417.50 (the "Zeus Placing Participation"). Richard
Hughes, a Non-Executive Director of the Company, is an associate of Zeus,
being a director and majority shareholder of Zeus. Accordingly, Zeus is a
related party of the Company, and the Zeus Placing Participation constitutes a
related party transaction under Rule 13 of the AIM Rules for Companies.

 

The independent directors of the Company for the purposes of assessing the
Zeus Placing Participation (being Shaun Chilton, David Bryant, and Paul Fry),
having consulted with Strand Hanson Limited, the Company's Nominated Adviser,
consider that Zeus Placing Participation is fair and reasonable insofar as the
Company's shareholders are concerned.

 

Zeus Commission

 

Richard Hughes, a Non-Executive Director of the Company, is an associate of
Zeus, being a director and majority shareholder of Zeus. Zeus is therefore a
related party of the Company pursuant to the AIM Rules and the payment of a 5
per cent. commission on the value of the Placing Shares placed by Zeus, being
approximately £447,750.07 (the "Zeus Commission") pursuant to the terms of
the Placing Agreement is deemed to be a related party transaction under Rule
13 of the AIM Rules for Companies.

 

The independent directors of the Company for the purposes of assessing the
Zeus Commission (being Shaun Chilton, David Bryant, and Paul Fry), having
consulted with Strand Hanson Limited, the Company's Nominated Adviser,
consider that the Zeus Commission is fair and reasonable insofar as the
Company's shareholders are concerned.

 

PDMR DISCLOSURE

 

The notification below, made in accordance with the requirements of the EU
Market Abuse Regulation, provides further detail on the director's share
dealing.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         i-          Christina Coughlin

                                                                   ii-         Mark Goldberg
 2    Reason for the notification

 a)   Position/status                                              I-          Chief Executive Officer

                                                                   II-         Non-Executive Director

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Avacta Group Plc

 b)   LEI                                                          2138009U3EG31OPMGH36

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 10p each in the Company

      Identification code

                                                                   GB00BYYW9G87
 b)   Nature of the transaction                                    Subscription for Ordinary Shares

 c)   Price(s) and volume(s)                                       Purchase of shares:

  Price  Volume(s)

                                                                   i 70p    32,142

                                                                   ii  70p    32,142

 

 d)   Aggregated information

      - Aggregated volume                                          64,284

      - Price                                                      70p

      - Total Value                                                £44,998.80

 e)   Date of the transaction                                      5 June 2026

 f)   Place of the transaction                                     LSE, AIM Market

 

 

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

- Total Value

 

 

 

64,284

 

70p

 

£44,998.80

e)

 

Date of the transaction

 

 

5 June 2026

f)

 

Place of the transaction

 

 

LSE, AIM Market

 

 

Notes:

 

References to times in this Announcement are to London time unless otherwise
stated.

 

The times and dates mentioned throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised dates and
the details of the new times and dates will be notified to the London Stock
Exchange and, where appropriate, Shareholders. Shareholders may not receive
any further written communication.

 

This Announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of this Announcement should be
read and understood.

 

Important Notices

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.

 

Zeus, which is authorised and regulated by the Financial Conduct Authority in
the United Kingdom, is acting as t broker to the Company. Zeus is not acting
for, and will not be responsible to, any person other than the Company and is
not advising any other person or otherwise responsible to any person for
providing the protections afforded to clients of Zeus or for advising any
other person in respect of the Placing or any transaction, matter or
arrangement referred to in this Announcement. Zeus has not authorised the
contents of this Announcement and, apart from the responsibilities and
liabilities, if any, which may be imported on Zeus by the Financial Services
and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime
established thereunder, no liability is accepted by Zeus for the accuracy of
any information or opinions contained in or for the omission of any
information from this Announcement, for which the Company is solely
responsible. Zeus accordingly disclaims all and any liability whether arising
in tort, contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.

 

Strand Hanson Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as nominated adviser to the
Company. Strand Hanson is not acting for, and will not be responsible to, any
person other than the Company and is not advising any other person or
otherwise responsible to any person for providing the protections afforded to
clients of Strand Hanson or for advising any other person in respect of the
Fundraising or any transaction, matter or arrangement referred to in this
Announcement. Strand Hanson has not authorised the contents of this
Announcement and, apart from the responsibilities and liabilities, if any,
which may be imported on Strand Hanson by the Financial Services and Markets
Act 2000 (as amended) ("FSMA") or the regulatory regime established
thereunder, no liability is accepted by Strand Hanson for the accuracy of any
information or opinions contained in or for the omission of any information
from this Announcement, for which the Company is solely responsible. Strand
Hanson accordingly disclaims all and any liability whether arising in tort,
contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Fundraising Shares
have not been, and will not be, registered under the United States Securities
Act of 1933 as amended (the "Securities Act") or qualified for sale under the
laws of any state of the United States or under the applicable laws of any of
Canada, New Zealand, Australia, Japan, or the Republic of South Africa
("Restricted Jurisdictions"), and may not be offered or sold 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 the securities
laws of any relevant state or other jurisdiction of the United States.  The
Placing Shares may not be offered or sold to, or for the account or benefit
of, US persons (as such term is defined in Regulation S under the Securities
Act) or to any national, resident or citizen of Canada, New Zealand,
Australia, Japan, or the Republic of South Africa. There will be no public
offering of the Fundraising Shares in the United States or elsewhere.

 

The distribution or transmission of this Announcement and the offering of the
Fundraising Shares in certain jurisdictions other than the UK may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In particular,
this Announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this Announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.

 

This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules for Companies.

 

All offers of the Placing Shares in the European Economic Area will be made
pursuant to an exemption from the requirement to produce a prospectus under
the Regulation (EU) 2017/1129. 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) does not require the
approval of the relevant communication by an authorised person. The
Fundraising is excepted from the prohibition on offers to the public set out
in Regulation 12 of the Public Offer and Admission to Trading Regulations 2024
("POATR") as the Fundraising Shares will, if issued, be admitted to trading on
AIM (being a primary MTF within the meaning of Regulation 8 of POATR). No
offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority, including the London Stock Exchange) in relation to the
Fundraising.

 

 

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 Zeus, Strand Hanson Limited or by any of their respective representatives
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 therefor is
expressly disclaimed.

 

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.

 

This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information.

 

The Fundraising Shares 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 (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

Information to Distributors

 

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

 

UK Product Governance Requirements

 

Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the
Fundraising Shares have been subject to a product approval process, which has
determined that the Fundraising Shares are: (i) compatible with an end target
market of investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Fundraising Shares may decline
and investors could lose all or part of their investment; the Fundraising
Shares offer no guaranteed income and no capital protection; and an investment
in the Fundraising Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom.

 

The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Zeus will only procure investors who meet the criteria of
professional clients and eligible counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Fundraising Shares.

 

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

 

EU Product Governance Requirements

 

1.           Solely for the purposes of the product governance
requirements contained within (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c)
local implementing measures (together the "EU Product Governance
Requirements") and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes of the EU
Product Governance Requirements) may otherwise have with respect thereto, the
Fundraising Shares have been subject to product approval process, which has
determined that the Fundraising Shares are: (i) compatible with an end target
market of (a) investors who meet the criteria of professional clients and (b)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by EU Product
Governance Requirements (the "EU Target Market Assessment"). Notwithstanding
the EU Target Market Assessment, distributors should note that: the price of
the Fundraising Shares may decline and investors could lose all or part of
their investment; the Fundraising Shares offer no guaranteed income and no
capital protection; and an investment in the Fundraising Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.

 

2.           The EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
EU Target Market Assessment, Zeus will only procure investors who meet the
criteria of professional clients and eligible counterparties.

 

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

 

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

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