REG - Beacon Energy PLC - Proposed Fundraise

Beacon EnergyAnnouncement

28/02/2024 17:00

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RNS Number : 8478E  Beacon Energy PLC  28 February 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR
AN OFFER IN RESPECT OF ANY SECURITIES AND IS NOT INTENDED TO PROVIDE THE BASIS
FOR ANY INVESTMENT DECISION IN RESPECT OF BEACON ENERGY PLC OR OTHER
EVALUATION OF ANY SECURITIES OF BEACON ENERGY PLC OR ANY OTHER ENTITY AND
SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD PURCHASE
ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS
AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019
("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

28 February 2024

Beacon Energy plc

("Beacon Energy" or the "Company")

 

Proposed Fundraise

 

Beacon Energy plc (AIM:BCE), the full-cycle oil and gas company with a
portfolio of onshore German assets through its wholly-owned subsidiary, Rhein
Petroleum GmbH ("Rhein Petroleum"), is pleased to announce that it has
engaged Tennyson Securities Limited ("Tennyson") as Bookrunner (the
"Bookrunner") to undertake a proposed fundraise of approximately €3.0
million (approximately £2.6 million) (before expenses) by way of a
conditional placing to institutional and other investors (the "Placing"), and
a retail offer through PrimaryBid today (the "PrimaryBid Offer" and, together
with the Placing, the "Fundraise").

 

Highlights of the Fundraise:

· A proposed total Fundraise of approximately £2.6 million (before
expenses) comprising:

o  the Placing to raise approximately £2.6 million (before expenses)
through the issue of approximately 5,137,000,000 new ordinary shares of no par
value in the capital of the Company ("Ordinary Shares") (the "Placing Shares")
at a price of 0.05 pence per Placing Share (the "Issue Price"); and

o  the PrimaryBid Offer to raise additional funds through the issue of new
Ordinary Shares (the "PrimaryBid Shares") at the Issue Price. Further
announcements will be made shortly in connection with the PrimaryBid Offer.

· The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild"). The Bookbuild will open immediately following release of this
Announcement. A further announcement confirming closing of the Bookbuild and
the number of Placing Shares to be issued pursuant to the Placing is expected
to be made in due course.

· The Issue Price represents a discount of approximately 28 per cent. to the
closing middle market price of 0.07 pence per Ordinary Share on 27 February
2024, being the latest practicable date prior to the date and time of this
Announcement.

· Neither the Placing nor the PrimaryBid Offer are underwritten.

 

The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement (which forms part of this Announcement).

 

Background to and Reasons for the Placing

On 14 December 2023, the Company announced that as a consequence of
operational issues encountered while drilling the SCHB-2(2.) well, the
reservoir near the wellbore has been invaded with drilling fluids which are
restricting flow rates.

The Company subsequently undertook a sand jetting operation with the aim of
creating deeper perforations which would increase communication between the
oil-bearing reservoir and the wellbore, and therefore increase production
rates.

Following completion of the sand jetting operation, as announced by the
Company on 12 February 2024, a rod pump was installed to clean the well.
Disappointingly, although there is not a stabilised rate as yet, it is likely
that any sustained flow rate from the well would remain materially below the
flow rate expected given the excellent reservoir quality encountered.

These encountered flow rates suggest that the reservoir near the wellbore
remains invaded with drilling fluids, which is continuing to restrict oil
flow. This invasion of drilling fluids has been further confirmed by pressure
data which demonstrates that the reservoir remains at original pressure of
approximately 172 bar, consistent with the neighbouring Stockstadt field prior
to production, and that the well has a significant "skin" effect which is
impeding flow.

As a result, the Company has taken the decision to undertake a side-track
operation of approximately 100 meter length in order to by-pass the damaged
reservoir by between 2 and 10 meters.

A rig, all long-lead items and the relevant oil field service contractors have
been secured to undertake the side track which is expected to commence in the
first half of April 2024.

 

Use of proceeds

The gross proceeds of the Fundraise, combined with the Company's existing
unrestricted cash, will be used as follows:

·      Drilling and completion of the side
track
                                €2.1m

·      Payment of outstanding costs due before end April 2024 related to
the SCHB-2(2.) well    €1.1m

·      General working capital and to cover the expenses of the
Fundraise
                                €1.0m

 

Current trading and outlook

The Company's unaudited cash balance as at 16 February 2024 is
approximately €1.2 million. As a result of delays during the drilling of
the SCHB-2(2.) well, the Company has an outstanding payables position due to a
small number of contractors - of this, approximately €1.1 million (net of
VAT) is due prior to the end of April 2024 with the balance of approximately
€1.4 million (net of VAT) due between May and August 2024 and expected to be
funded from production post side-track.

 

As previously guided, based on the excellent reservoir properties and light
oil recovered by the Schwarzbach-2(2.) well, and the higher rates of
production achieved on historic wells in the area, management maintains belief
that the well can produce at materially higher levels.

 

Illustratively, at flow rates of 150, 300, 600 and 900 bopd, the Company would
expect to deliver operating cash flows (after operating costs and G&A)
during 2024 of approximately €40,000, €300,000, €800,000 and
€1,300,000 per month (assuming $80/bbl Brent) respectively.

 

The Company intends to release its audited results for the year to 31
December 2023 before the end of June 2024.

 

Additional Information on the Placing

The final number of Placing Shares to be issued pursuant to the Placing will
be determined by the Company and the Bookrunner following closure of the
Bookbuild. The Placing Shares, when issued, will be fully paid and will rank
"pari passu" in all respects with the existing ordinary shares in the capital
of the Company.

 

The Placing has been arranged by Tennyson as the Company's Bookrunner in
accordance with the terms and conditions set out in the Appendix to this
Announcement. The Bookbuild will determine final demand for and participation
in the Placing. The Bookbuild is expected to close not later than 8:00
a.m. (London time) tomorrow, but may be closed at such earlier or later time
as the Bookrunner, in their absolute discretion (following consultation with
the Company), determine.

 

Details of the result of the Placing will be announced as soon as practicable
after closure of the Bookbuild. Attention is drawn to the detailed terms and
conditions of the Placing described in the Appendix (which forms part of this
Announcement). By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will be deemed
to have read and understood this Announcement in its entirety (including the
Appendix) and to be making such offer on the terms and subject to the
conditions in it, and to be providing the representations, warranties and
acknowledgements contained in the Appendix.

 

The PrimaryBid Offer

The Directors value the Company's private investor base and believe that it is
appropriate to provide private and other investors with an opportunity to
participate in the Fundraising alongside institutional investors. The Company
therefore intends to open this opportunity to individual investors
through PrimaryBid and further announcements will be made shortly in
connection with the PrimaryBid Offer. For the avoidance of doubt, the
PrimaryBid Offer is not part of the Placing and is the sole responsibility of
the Company. Tennyson has no responsibilities, obligations, duties or
liabilities (whether arising pursuant to any contract, law, regulation, or
tort) in relation to the same.

 

The PrimaryBid Offer, is open to private and other investors subscribing via
PrimaryBid's extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation.

 

The PrimaryBid Shares, when issued, will be fully paid and will rank "pari
passu" in all respects with each other and with the existing Ordinary Shares,
including, without limitation, as regards the right to receive all dividends
and other distributions declared, made or paid after the date of issue.

 

The PrimaryBid Offer remains conditional on the Placing being or becoming
wholly unconditional. The Company relied on an available exemption against the
need to publish a prospectus approved by the FCA (acting in its capacity as
the UK Listing Authority) in respect of the PrimaryBid Offer. Further details
on the PrimaryBid Offer will be announced shortly following this Announcement.

 

Issue of Equity and Admission

An application will be made to the London Stock Exchange for admission of
the Placing Shares and the PrimaryBid Shares to trading on AIM ("Admission").

 

It is expected that Admission will take place at 8:00 a.m. (UK time) on or
around 5 March 2024 and that dealings in the Placing Shares and the
PrimaryBid Shares on AIM will commence at the same time.

 

 

 Enquiries:

 Beacon Energy plc                                          +44 (0)20 7466 5000

 Larry Bottomley (CEO)

 Stewart MacDonald (CFO)

 Strand Hanson Limited (Financial and Nominated Adviser)    +44 (0)20 7409 3494

 Rory Murphy / James Bellman

 Buchanan (Public Relations)                                +44 (0)20 7466 5000

 Ben Romney / Barry Archer / George Pope

 Tennyson Securities (Bookrunner)                           +44 (0)20 7186 9030

 Peter Krens / Ed Haig-Thomas

 

 

 

 

 

 

 

 

APPENDIX I

FURTHER DETAILS OF THE PLACING

TERMS AND CONDITIONS OF THE PLACING

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA") OR THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BOOKRUNNER, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU)
2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE)
(THE "PROSPECTUS REGULATION") OR WITHIN THE MEANING OF ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
(THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III)
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNER TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION AND SHOULD NOT BE
FORWARDED, MAILED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED
STATES OF AMERICA.

NO ACTION HAS BEEN TAKEN BY THE BOOKRUNNER, THE COMPANY NOR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR
POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR ANY OTHER PUBLICITY MATERIAL
RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS RECEIVING THIS DOCUMENT ARE REQUIRED TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU
SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.  EACH PLACEE SHOULD CONSULT
WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME
FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK
THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of the United States of America or any state, province
or territory of Canada or Australia; no prospectus has been lodged with or
registered by the Japanese Ministry of Finance, the South African Reserve
Bank or the Australian Securities and Investments Commission; and the
Placing Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of the United States of America or any
state, province or territory of Canada, Australia, 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 the United States of
America, Canada, Australia, Japan, the Republic of South Africa or any
other jurisdiction in which such offer, sale, resale or delivery would be
unlawful.

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

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

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

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

These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Bookrunner and the Company to be
bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if the Bookrunner confirms to such Placee its
allocation of Placing Shares.

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

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

 

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Tennyson
Securities, a trading name of Shard Capital Partners LLP ("Tennyson") (the
Company's sole bookrunner in connection with the Placing) under which the
Bookrunner has, on the terms and subject to the conditions set out therein,
undertaken to use their reasonable endeavours to procure subscribers for the
Placing Shares. It is expected that the Placing will raise
approximately £2.6 million  in gross proceeds. The Placing is not being
underwritten by the Bookrunner or any other person.

The Placing Shares will be issued on or around 5 March 2024. The Placing
Shares will, when issued, be subject to the articles of association of the
Company, be credited as fully paid and rank pari passu in all respects with
the existing Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.

The proceeds raised through the Placing are intended to be used for the
purposes disclosed in this announcement. No shareholder approval is required
to effect the Placing.

The Placing Shares will trade on AIM under BCE with ISIN: IM00BKSCP798.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM. Admission for the Placing Shares is
expected to become effective and dealings in such shares are expected to
commence at 8.00 a.m. on or around 5 March 2024 ("Admission"). In any
event, the latest date for Admission is 14 March 2024 (the "Long Stop Date").

Placing

This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.

Participation in, and principal terms of, the Placing are as follows:

1.                The Bookrunner is arranging the Placing as
agents for, and bookrunners to, the Company.

2.                The Placing Price and the number of Placing
Shares to be issued will be determined by the Company (in consultation with
the Bookrunner) following completion of a bookbuilding exercise by the
Bookrunner (the "Bookbuild"). The results of the Bookbuild will be released
through a Regulatory Information Service following the completion of the
Bookbuild. The Bookrunner shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion
determine, following consultation with the Company.

3.                To bid in the Bookbuild, Placees should
communicate their bid by telephone or in writing to their usual sales contact
at Tennyson. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire either at the Placing Price which is
ultimately established by the Company or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph 7 below.

4.                The Bookbuild is expected to close no later
than 8.00 a.m. on 29 March 2024 but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with the
Company, accept bids received after the Bookbuild has closed.

5.                Participation in the Placing is only
available to persons who are lawfully able to be, and have been, invited to
participate by the Bookrunner. The Bookrunner is entitled (but under no
obligation) to participate in the Placing as principal.

6.               Following the close of the Bookbuild for the
Placing, each Placee's allocation will be confirmed to Placees orally, or in
writing (which can include email), by the Bookrunner and a trade confirmation
or contract note will be dispatched as soon as possible thereafter. The
Bookrunner's oral or written confirmation will give rise to an irrevocable,
legally binding commitment by that person (who at that point becomes a
Placee), in favour of the Bookrunner and the Company, under which it agrees to
acquire by subscription the number of Placing Shares allocated to it at the
Placing Price and otherwise on the terms and subject to the conditions set out
in this Appendix and in accordance with the Company's articles of association.
Except with the Bookrunner's consent, such commitment will not be capable of
variation or revocation.

7.               Each Placee's allocation will, unless
otherwise agreed between the Placee and the Bookrunner, be evidenced by a
trade confirmation or contract note issued to each such Placee by the
Bookrunner. The terms and conditions of this Announcement (including this
Appendix) will be deemed to be incorporated in that trade confirmation,
contract note or such other confirmation and will be legally binding on the
Placee on behalf of which it is made and, except with the Bookrunner's
consent, will not be capable of variation or revocation from the time at which
it is issued.

8.               Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the Bookrunner (as agent for the
Company), to pay to the Bookrunner (or as the Bookrunner 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.

9.                Except as required by law or regulation, no
press release or other announcement will be made by the Bookrunner or the
Company using the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written consent.

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

11.             All obligations of the Bookrunner under the
Placing will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate under the Placing
Agreement".

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

13.             To the fullest extent permissible by law and the
applicable rules of the Financial Conduct Authority, neither of the Bookrunner
nor any of their Affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise whether or not
a recipient of these terms and conditions) in respect of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and the Bookrunner and their
Affiliates shall have no liability to the Placees for the failure of the
Company to fulfil those obligations. In particular, neither the Bookrunner nor
any of their Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Bookrunner's
conduct of the Placing or of such alternative method of effecting the Placing
as the Bookrunner and the Company may determine.

Conditions of the Placing

The Bookrunner's obligations under the Placing Agreement in respect of,
amongst other things, the Placing are conditional on, inter alia:

1.                the release of this Announcement to
a Regulatory Information Service by no later than 28 February  2024;

2.                application having been made by or on behalf
of the Company for Admission to the London Stock Exchange not later
than 4.45 p.m. on [29 February 2024];

3.                the publication of an announcement
communicating the results of the Placing not later than 8.00a.m. on the first
Business Day following the date of this Announcement (or such other time
and/or date as agreed by the Company and the Bookrunner);

4.                the delivery by the Company to the Bookrunner
of certain documents required under the Placing Agreement;

5.                the Company having complied with its
obligations under the Placing Agreement to the extent that such obligations
fall to be performed prior to Admission;

6.                the delivery by the Company to the Bookrunner
on the Business Day immediately before Admission of a warranty certificate
signed on behalf of the Company;

7.                none of the warranties given in the Placing
Agreement being untrue, inaccurate or misleading at any time between the date
of the Placing Agreement and Admission, and no matter having arisen prior to
Admission which might reasonably render any of the warranties untrue or
inaccurate or misleading in any respect if it was repeated as at Admission;

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

9.               prior to Admission, there not having occurred,
in the sole opinion of Strand Hanson and Tennyson (acting in good faith) any
material adverse change since entering into the Placing Agreement;;

10.             the Placing Agreement not having been terminated
by the Bookrunner; and

11.             admission of the Placing Shares to trading on AIM
becoming effective in accordance with Rule 6 of Part 1 the AIM Rules not later
than 8.00 a.m. on [14 March 2024] or such later date as may be agreed in
writing between the Company and Tennyson, but in any event not later
than 8.00 a.m. on the Long Stop Date.

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

Tennyson may, at their discretion and upon such terms as they think fit,
waive, or extend the period for, compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement save that the condition relating to Admission taking
place by the Long Stop Date may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement.

None of Tennyson, 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 they may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Tennyson.

Right to terminate the Placing Agreement

The Placing Agreement can be terminated by the Bookrunner by giving notice to
the Company in certain circumstances, including, inter alia, if before
Admission:

1.             it shall have come to the notice of the Company or
the Bookrunner that:

1.1           any statement contained in the Issue Documents (as
defined in the Placing Agreement) is or has become untrue, incorrect or
misleading, or there is an omission therefrom as the Bookrunner consider
material (acting in good faith) in the context of the Placing;

1.2       any of the Warranties under the Placing Agreement were not
when given true and accurate or were misleading in each case as the Bookrunner
considers to be material (acting in good faith) in the context of the Placing;

1.3          in the opinion of the Bookrunner (acting in good faith)
 there has been an actual or prospective material adverse change (whether or
not foreseeable at the date of the Placing Agreement),

2.          there shall have occurred, or it is reasonably likely
that there will occur in each case, in the opinion of the Bookrunner (acting
in good faith):

(a)            a suspension of trading in securities generally on
AIM or the London Stock Exchange or trading is limited or minimum or maximum
prices for trading have been fixed, or maximum range for prices of securities
have been required on such exchange or by such system or by order of any
governmental authority, or a material disruption has occurred in commercial
banking or securities settlement or clearance services in the United
Kingdom, the United States or a member or associate member of the European
Union; or

(b)            a declaration of banking moratorium by the
authorities in the United Kingdom or internationally; or

(c)            any international crisis, act of terrorism, outbreak
or escalation of hostilities, change in national or international financial,
monetary, economic, political, financial, industrial or market conditions
including fluctuations in exchange rates or exchange controls, or any
declaration in the UK, the rest of Europe, or the US of a national emergency
or war.

 

If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.

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

No Admission Document or Prospectus

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

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within the system
administered by Euroclear UK & Ireland Limited ("CREST"). Each Placee
will be deemed to agree that it will do all things necessary to ensure that
delivery and payment is completed as directed by the relevant Placing
Party in accordance with the standing CREST settlement instructions which
they have in place with such Placing Party.

Settlement of transactions in the Placing Shares following Admission will take
place within CREST provided that, subject to certain exceptions, the Placing
Parties reserve the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other means that it
deems necessary if delivery or settlement is not possible or practicable
within CREST within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement of the Placing Shares will be on 5 March
2024 unless otherwise notified by the Placing Parties and Admission is
expected to occur by 5 March 2024 or such later time as may be agreed
between the Company and Tennyson, not being later than the Long Stop Date.

Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic confirmation in
accordance with the standing arrangements in place with the Bookrunner stating
the number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the Bookrunner or its sub-agent 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 in
accordance with the standing CREST or certificated settlement instructions
that it has in place with the Bookrunner. It is expected that such contract
note or electronic confirmation will be despatched on or around 29 February
2024 and that this will be the trade date.

 

The Company will deliver the Placing Shares to a CREST account operated by the
Bookrunner (as appropriate) or their respective sub-agent, in each case, as
agent for and on behalf of the Company and will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
Placing Shares to that Placee against payment. It is expected that settlement
will be on 5 March 2024 on a T+3 basis in accordance with the instructions
set out in the contract note.

 

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Bookrunner.

 

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

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

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

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Bookrunner (in their capacity as placing agent of the Company) and the
Company:

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

2.             that the shares in the capital of the Company are
admitted to trading on AIM;

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

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

5.             that these terms and conditions represent the whole
and only agreement between it, the Bookrunner and the Company in relation to
its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcementand the Reliance Information, such information being all that it
deems necessary to make an investment decision in respect of the Placing
Shares. Each Placee agrees that none of the Company, the Bookrunner nor any of
their respective officers, directors or employees will have any liability for
any such other information, representation or warranty, express or implied;

6.             that in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article 5 of the
Prospectus Regulation, (i) the Placing Shares to be 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 any
member state of the EEA which has implemented the Prospectus Regulation or in
the United Kingdom other than Qualified Investors or in circumstances in
which the prior consent of the Bookrunner and the Company has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA or the United Kingdom other
than Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Regulation as having been made to such persons;

7.             that neither it nor, as the case may be, its
clients expect the Bookrunner to have any duties or responsibilities to such
persons similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book, and that
the Bookrunner is not acting for it or its clients, and that the Bookrunner
will not be responsible for providing the protections afforded to customers of
the Bookrunner or for providing advice in respect of the transactions
described herein;

8.             that it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
none of the Bookrunner nor the Company nor any of their respective Affiliates,
agents, directors, officers or employees or 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 the Bookrunner, the Company or any of their respective Affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them to provide it with any such information;

9.             that the only information on which it is entitled
to rely on and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information;

10.             that none of the Bookrunner nor the Company nor
any of their respective Affiliates, agents, directors, officers or employees
has made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the accuracy,
completeness or adequacy of this Announcement or the Publicly Available
Information;

11.             that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S;

12.             that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares was given and it
is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States of America;

13.             that it and the person(s), if any, for whose
account or benefit it is subscribing for Placing Shares is not a "US Person",
and at the time it subscribes for the Placing Shares will be outside the
United States of America and acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S;

14.             that it is not a national or resident of the
United States of America, Canada, Australia, New Zealand, the Republic of
South Africa or Japan or a corporation, partnership or other entity
organised under the laws of the United States of
America, Canada, Australia, New Zealand, the Republic of South
Africa or Japan and that it will not offer, sell, renounce, transfer or
deliver, directly or indirectly, any of the Placing Shares in the United
States of America, Canada, Australia, New Zealand, the Republic of South
Africa or Japan or to or for the benefit of any person resident in the
United States of America, Canada, Australia, New Zealand, the Republic of
South Africa or Japan and each Placee acknowledges that the relevant
exemptions are not being obtained from the Securities Commission of the
United States or any province of Canada, that no document has been or will
be lodged with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into the United States of
America, Canada, Australia, New Zealand, the Republic South Africa
or Japan;

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

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

17.             that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as the
Bookrunner may in their discretion determine and without liability to such
Placee;

18.             that it is entitled to subscribe for and/or
purchase Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or otherwise
and complied with all necessary formalities and that it has not taken any
action which will or may result in the Company or the Bookrunner 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;

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

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

21.             that it is either: (a) a person of a kind
described in paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 of Article 49
(high net worth companies, unincorporated associations, partnerships or trusts
or their respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be communicated
and in the case of (a) and (b) undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;

22.             that, unless otherwise agreed by the Bookrunner,
it is a qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));

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

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

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

26.             that it will (or will procure that its nominee
will) if applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;

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

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

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

30.             that, as far as it is aware it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company, save as previously disclosed
to the Bookrunner;

31.             that this Announcement does not constitute a
securities recommendation or financial product advice and that none of the
Bookrunner nor the Company has considered its particular objectives, financial
situation and needs;

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

33.             that it will indemnify and hold the Company and
the Bookrunner and their respective Affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix and
further `               `agrees that the Company and the
Bookrunner will rely on the truth and accuracy of the confirmations,
warranties, acknowledgements and undertakings herein and, if any of the
foregoing is or becomes no longer true or accurate, the Placee shall promptly
notify the Bookrunner and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including this Appendix) are given to both the Bookrunner and
the Company and will survive completion of the Placing and Admission;

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

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

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

37.             that (i) it has complied with its obligations
under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation (as it forms part of the law of England and Wales by virtue of
the European Union (Withdrawal) Act 2018), (ii) in connection with money
laundering and terrorist financing, it has complied with its obligations under
the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it
is not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (c) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United
Nations (together, the "Regulations"); and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and,
if making payment on behalf of a third party, that satisfactory evidence has
been obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the Bookrunner
such evidence, if any, as to the identity or location or legal status of any
person which the Bookrunner may request from it in connection with the Placing
(for the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise) in the form and manner requested by the Bookrunner on
the basis that any failure by it to do so may result in the number of Placing
Shares that are to be subscribed for and/or purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
the Bookrunner may decide in its absolute discretion;

38.             that it will not make any offer to the public of
those Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Regulation Rules made by the FCA pursuant to
Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);

39.             that, in relation to any Placees located
in Australia, it is a "wholesale investor" being a sophisticated or
experienced investor meeting the criteria in sections 708(8) or (10) of the
Corporations Act 2001 (the "Corporations Act") or a "professional investor"
(as defined in the Corporations Act) or does not otherwise require disclosure
pursuant to one or more exemptions contained in section 708 of the
Corporations Act so that it is lawful to offer the Placing Shares without
disclosure to investors under Chapter 6D of the Corporations Act;

40.             that it is not acquiring the Placing Shares for
the purposes of selling or transferring them, or granting, issuing or
transferring interests in, or options or warrants over, them,
within Australia within the period of 12 months after the date of allotment
except in circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or otherwise or where the offer is pursuant to a
disclosure document which complies with Chapter 6D of the Corporations Act;

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

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

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

44.             that neither the Bookrunner nor the Company owe
any fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement;

45.             that the Bookrunner or any of their respective
Affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares;

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

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

The Company, the Bookrunner and their respective Affiliates will rely upon the
truth and accuracy of each of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Bookrunner (for their
own benefit and, where relevant, the benefit of any person acting on their
behalf) and are irrevocable.

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

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

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

This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunner or by any of their respective Affiliates or agents
as to or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.

No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM, a market operated by
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, the
Placing Documents.

Pursuant to the General Data Protection Regulation as implemented in
the UK by the Data Protection Act 2018 ("GDPR") the Company and/or
the Bookrunner may hold personal data (as defined in the GDPR) relating to
past and present shareholders. Personal data may be retained on record for a
period exceeding six years after it is no longer used. The Company and/or
the Bookrunner will only process such information for the purposes set out
below (collectively, the "Purposes"), being to: (a) process its personal data
to the extent and in such manner as is necessary for the performance of their
obligations under the contractual arrangements between them, including as
required by or in connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money laundering checks
on it; (b) communicate with it as necessary in connection with its affairs and
generally in connection with its holding of Ordinary Shares; (c) provide
personal data to such third parties as the Company and/or the Bookrunner may
consider necessary in connection with its affairs and generally in connection
with its holding of Ordinary Shares or as the GDPR may require; and (d)
without limitation, provide such personal data to their respective affiliates
for processing; and (e) process its personal data for the Company's and/or the
Bookrunner's internal administration.

By becoming registered as a holder of Placing Shares, each Placee acknowledges
and agrees that the processing by the Company and/or the Bookrunner of any
personal data relating to it in the manner described above is undertaken for
the purposes of: (a) performance of the contractual arrangements between them;
and (b) to comply with applicable legal obligations. In providing the Company
and/or the Bookrunner with information, it hereby represents and warrants to
each of them that it has notified any data subject of the processing of their
personal data (including the details set out above) by the Company and/or the
Bookrunner and their respective affiliates and group companies, in relation to
the holding of, and using, their personal data for the Purposes. Any
individual whose personal information is held or processed by a data
controller: (a) has the right to ask for a copy of their personal information
held; (b) to ask for any inaccuracies to be corrected or for their personal
information to be erased; (c) object to the ways in which their information is
used, and ask for their information to stop being used or otherwise
restricted; and (d) ask for their personal information to be sent to them or
to a third party (as permitted by law). A data subject seeking to enforce
these rights should contact the relevant data controller. Individuals also
have the right to complain to the UK Information Commissioner's Office about
how their personal information has been handled.

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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