REG - Brandshield Systems - Fundraise of £1.75 million

Brandshield SystemsAnnouncement

14/11/2022 16:45

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RNS Number : 3498G  Brandshield Systems PLC  14 November 2022

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL OR ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION‎. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

14 November 2022

BrandShield Systems plc

("BrandShield," the "Company," or the "Group")

Fundraise of £1.75 million

BrandShield Systems plc (AIM: BRSD), a leading provider of cybersecurity
solutions for brand oriented digital risk protection, announces its intention
to undertake an equity fundraise (the "Fundraise") consisting of a conditional
placing ("Placing") and subscription ("Subscription") of new ordinary shares
of £0.01 each (the "New Ordinary Shares") at a price of 6 pence per New
Ordinary Share (the "Placing Price") to raise gross proceeds of £1.75 million
(approximately $2 million) from the Placing and Subscription.

Fundraise Rationale and Use of Proceeds

Following this investment, BrandShield will be in a position to maintain
growth in ARR and to further capitalise on a significant market opportunity
taking the company through to profitability on current projections.

Brandshield has built a best-in-class, highly scalable platform offering a
comprehensive solution that detects a myriad online threats. The business has
seen strong cross sector demand including financial, Pharma & healthcare,
Consumer products and Media & entertainment

The Company has achieved significant operational and financial progress this
year:

·      Strong financial momentum, ARR reached $7.6m in Q3 2022 (up c.
250% since the listing in December 2020, and up 46.5% in 2022 YTD)

·      Deployments with 172 customers, up from 129 in 2021 & 75 in
2020

Net proceeds from the Fundraise taken together with the Company's current cash
balances (which amount to c$1.16m at 31 October 2022) will be used to for
working capital to support the Company's planned continued growth in ARR.

With an enlarged sales team now in place, based on Company projections,
continuation of growth in ARR at a similar rate to 2022 YTD should result in
positive cash flow in Q1 2024.

The Placing will be conducted by way of an accelerated bookbuild which will be
launched immediately following the release of this announcement.

 Yoav Keren, Chief Executive Officer of BrandShield, commented:

"This additional round of investment will enable us to maintain our growth to
further increase our market share.  Our products are now deployed across
multiple sectors globally, protecting a diverse customer base from
multinational household names to small, high growth companies.

"The market for our services continues to be incredibly buoyant, and I firmly
believe that BrandShield is ideally placed to further capitalise on this
demand."

Details of the Placing

The Placing will be conducted by way of an accelerated book building process
(the "Bookbuild") which will be launched with immediate effect following this
Announcement in accordance with the terms and conditions set out in Appendix
I. The Placing Shares are not being made available to the public. It is
envisaged that the Bookbuild will close no later than 6.00 p.m. GMT today,
Monday 14 November 2022. Details of the number of Placing Shares, the Placing
Price and the approximate gross proceeds of the Placing will be announced as
soon as practicable after the closing of the Bookbuild. The Placing is not
underwritten.

Shore Capital Stockbrokers Limited ("Shore Capital") is acting as sole
bookrunner in respect of the Placing. ‎

To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Shore Capital.

Details of the Subscription

The Company expect that certain investors may subscribe in the Fundraising
direct with the Company. The principal terms of the Subscription will be
similar to those in the Placing.

Admission of New Ordinary Shares

Application will be made for the New Ordinary Shares to be admitted to trading
on the AIM market of the London Stock Exchange plc ("Admission"). It is
expected that Admission will take place at or around 8.00 a.m. (London time)
on 22 November 2022 (or such later date as may be agreed between the Company
and Shore Capital). The Placing is conditional upon, inter alia, Admission
becoming effective and the placing agreement between the Company and Shore
Capital ("Placing Agreement") not having been ‎terminated.‎ The New
Ordinary Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the Company's existing issued ordinary shares
of 1 penny each ("Ordinary Shares").

This announcement should be read in its entirety. In particular, you should
read and understand the ‎information provided in the "Important Notices"
section of this announcement.‎

Further details of the Placing are set out in Appendix I, below.

Enquiries:

 BrandShield Systems plc                                                  +44 (0)20 3143 8300

 Yoav Keren, CEO
 Spark Advisory Partners Limited (Nominated Adviser)                      +44 (0)20 3368 3554

 Neil Baldwin / Andrew Emmott / James Keeshan
 Shore Capital (Broker)                                                   +44 (0)20 7408 4090

 Toby Gibbs / James Thomas / Rachel Goldstein (Corporate Advisory)

 Henry Willcocks (Corporate Broking)
 Vigo Consulting (Financial Public Relations)                             +44 (0)20 7390 0237

 Jeremy Garcia / Kendall Hill

 brandshield@vigoconsulting.com (mailto:brandshield@vigoconsulting.com)

 

About BrandShield

Brandshield is a provider of cybersecurity solutions from brand protection to
online threat hunting. BrandShield detects online threats and takes them down.
The Company's client base is a growing list of organisations including Fortune
500 and FTSE100 companies. By utilising AI and big-data analysis, BrandShield
monitors, detects, and removes online threats facing companies. These threats
include social phishing, executive impersonation, fraud, brand abuse, and
counterfeits.

 IMPORTANT NOTICES

 FORWARD LOOKING STATEMENTS

This announcement includes "forward-looking statements" which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Company's business strategy, plans and
objectives of management for future operations, or any statements proceeded
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 Company 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 ("AIM Rules").

 US SECURITIES LAW

 This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

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
PROSPECTUSREGULATION"); 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.

MEMBERS OF THE GENERAL PUBLIC IN ISRAEL ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE
ONLY ADDRESSED TO AND DIRECTED TO PERSONS IN ISRAEL WHO ARE LISTED IN THE
FIRST SCHEDULE OF THE ISRAELI SECURITIES LAW - 1968 ("RELEVANT ISRAELI
PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT SUCH RELEVANT ISRAELI
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE IN ISRAEL ONLY TO AND WILL BE ENGAGED IN ONLY WITH SUCH
RELEVANT ISRAELI PERSONS.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE
PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS
ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. THIS IS NOT
AN OFFER TO THE PUBLIC AND THE PLACING DOCUMENTS (AS DEFINED BELOW) WILL NOT
BE REGISTERED AS A PROSPECTUS UNDER THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) OR ANY
OTHER APPLICABLE ORDINANCE IN HONG KONG.

THIS ANNOUNCEMENT MUST NOT, THEREFORE, BE DISTRIBUTED, ISSUED, CIRCULATED OR
POSSESSED FOR THE PURPOSE OF DISTRIBUTION OR ISSUE OR CIRCULATION, TO PERSONS
IN HONG KONG OTHER THAN (1) TO PROFESSIONAL INVESTORS WITHIN THE MEANING OF
THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG)
(INCLUDING PROFESSIONAL INVESTORS FALLING WITHIN THE SECURITIES AND FUTURES
(PROFESSIONAL INVESTORS) RULES (CAP. 571D OF THE LAWS OF HONG KONG)) OR (2) IN
CIRCUMSTANCES WHICH WOULD NOT CONSTITUTE AN OFFER TO THE PUBLIC FOR THE
PURPOSE OF THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
(CAP. 32 OF THE LAWS OF HONG KONG) OR THE SECURITIES AND FUTURES ORDINANCE
(CAP. 571 OF THE LAWS OF HONG KONG).

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 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 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 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 Shore Capital
Stockbrokers Limited ("SCS" or "Shore Capital") (the Company's 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 its reasonable
endeavours to procure subscribers for the Placing Shares. It is expected that
the Placing (together with the Subscription) will raise £1.75 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 22 November 2022. 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 BRSD with ISIN: GB00BM97CN29.

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 22 November 2022 ("Admission"). In any event, the
latest date for Admission is 22 December 2022 (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 are arranging the Placing as agents for, and brokers 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 Shore Capital. 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 6.00 p.m. on 14 November
2022 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 are 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.  The allocation of the Placing Shares to Placees located in the United
States of America (if any) shall be conditional on the execution by each such
Placee of an investor representation letter (each an "Investor Representation
Letter") in the form provided to it.

10.  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.

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

12.  All obligations of the 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".

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

14.  To the fullest extent permissible by law and the applicable rules of the
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 of 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' 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' 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 5.00 p.m. on 14 November 2022;

2.  application having been made by or on behalf of the Company for Admission
to the London Stock Exchange not later than 7.00 a.m. on 17 November 2022;

3.  the publication of an announcement communicating the results of the
Placing not later than 12 noon 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, to
the Placees credited as fully paid;

9.  the Company and/or the Bookrunner not having become aware of:

9.1  any new material factor, mistake or inaccuracy in relation to the
information contained in this Announcement having arisen such that the Company
is or may be required to issue a notification pursuant to Rule 11 of the AIM
Rules or is otherwise required to make the statements in this Announcement not
misleading in any material respect;

9.2  any matter which is or is reasonably likely to be material in the
context of any assumption or other matter relevant to any forecast or
statement about the prospects of the Company in this Announcement; or

9.3  any matter which indicates that a significant change or new matter in
respect of the Company has or might have occurred before Admission;

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

11.  admission of the Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of  the AIM Rules not later than 8.00 a.m. on 22
November 2022 or such later date as may be agreed in writing between the
Company and Shore Capital, 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 Shore
Capital by the respective time or date where specified (or such later time or
date as Shore Capital 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.

Shore Capital 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 Shore Capital, 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 Shore Capital.

Right to terminate the Placing Agreement

Each of the Bookrunner is entitled to cease to participate in the Placing by
giving notice to the Company in certain circumstances, including, inter alia,
if before Admission:

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

12.1  any statement contained in the Issue Documents (as defined in the
Placing Agreement) is or has become untrue, incorrect or misleading, or there
shall have occurred any significant new factor causing any of the foregoing to
be untrue, incorrect or misleading;

12.2  the Company has failed to comply with its obligations under FSMA, MAR,
the Companies Act 2006, the AIM Rules  or the Prospectus Regulation Rules;

12.3  there has been a breach of any of the Warranties or other obligations
of the Company under the Placing Agreement;

12.4  there has been an event or matter on or after the date of the Placing
Agreement and before Admission which if it had occurred or arisen at an
earlier date would have rendered any of the Warranties untrue or incorrect,

and, such event would, in the opinion of the Bookrunner, have a materially
adverse effect on the Placing;

13.  any event or omission has occurred which in the opinion of the
Bookrunner is or might reasonably be expected to be materially adverse to the
financial position or business or prospects of the Company or the Placing;

14.  any change in national or international, financial, monetary, economic,
political or stock market conditions (including any suspension or material
limitation in the trading of securities generally on the London Stock
Exchange's market for listed securities or in commercial banking, securities
settlement or clearance services in the United Kingdom) has occurred which in
the opinion of the  Bookrunner is or might reasonably be expected to be
materially adverse to the Company or to the Placing;

15.  any incident of terrorism has occurred which in the opinion of the
 Bookrunner is or might reasonably be expected to be materially adverse to
the Company or the Placing or the outbreak of hostilities involving the United
Kingdom or the declaration by the United Kingdom of a national emergency or
war; or

16.  a material escalation in the United Kingdom's response to the COVID-19
pandemic or any other epidemic and/or pandemic which, in the reasonable
opinion of the Bookrunner, makes it impractical or inadvisable to continue
with the Placing.

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) and the business and
financial information that the Company is required to publish in accordance
with the AIM Rules (the "Exchange Information") or has published via a
Regulatory Information Service ("Publicly Available Information"). Each
Placee, by accepting a participation in the Placing, agrees that the content
of this Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other information
(other than the Exchange Information and/or Publicly Available Information),
representation, warranty or statement made by or on behalf of the Company or
the Bookrunner or any other person and none of 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 any of 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 22 November
2022 unless otherwise notified by the Placing Parties and Admission is
expected to occur by 22 November 2022 or such later time as may be agreed
between the Company and Shore Capital, 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 15 November
2022 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 22 November 2022 on a T+5 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 either of 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 of 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 agents of the Company) and the
Company:

17.  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;

18.  that the shares in the capital of the Company are admitted to trading on
AIM, and the Company is therefore required to publish the Exchange
Information, which includes a description of the nature of the Company's
business and the Company's most recent published balance sheet and profit and
loss account and that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company without
undue difficulty;

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

20.  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;

21.  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
Announcement, the Exchange Information and the Publicly Available Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares. Each Placee agrees that 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;

22.  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;

23.  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 are 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;

24.  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;

25.  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;

26.  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;

27.  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;

28.  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;

29.  that it and the person(s), if any, for whose account or benefit it is
subscribing for Placing Shares is, and at the time it subscribes for the
Placing Shares will be either (a) outside the United States of America and
acquiring the Placing Shares in an "offshore transaction" as defined in and
pursuant to Regulation S; or (b) if in the United States of America, a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act and will have duly executed an investor letter in a form
provided to it;

30.  that, in relation to any Placee located in Hong Kong, it is a
professional investor as defined under the Securities and Futures Ordinance
(Cap. 571);

31.  that it is not a national or resident of Canada, Australia, New Zealand,
the Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of 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
Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in 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
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 Canada, Australia, New Zealand, the
Republic South Africa or Japan;

32.  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;

33.  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;

34.  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;

35.  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;

36.  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;

37.  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;

38.  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;

39.  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"));

40.  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;

41.  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;

42.  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;

43.  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;

44.  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;

45.  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;

46.  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;

47.  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;

48.  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;

49.  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;

50.  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;

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

52.  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;

53.  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;

54.  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 (Withdrawl)
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;

55.  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);

56.  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;

57.  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;

58.  that, in relation to any Placees located in Switzerland, it is a
professional investor as defined under FINSA;

59.  that, in relation to any Placee located in Israel, it is a person who is
listed in the first schedule of the Israeli Securities Law - 1968;

60.  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;

61.  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;

62.  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;

63.  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;

64.  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;

65.  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

66.  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 has 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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