REG - Brandshield Systems - Proposed Placing to raise £1.5m; Trading Update

Brandshield SystemsAnnouncement

28/01/2022 07:00

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RNS Number : 9142Z  Brandshield Systems PLC  28 January 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE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.

28 January 2022

BrandShield Systems Plc

("BrandShield" or the "Company")

Proposed Placing to raise £1.5 million

&

Trading Update

 

Funding to accelerate financial growth and capitalise on significant market
opportunity

 

BrandShield Systems plc (AIM: BRSD), a leading provider of cybersecurity
solutions for brand oriented digital risk protection, announces its intention
to issue new ordinary shares in the capital of the Company (the "Placing
Shares") to institutional investors at a placing price to be determined
following the completion of an accelerated bookbuild process (the "Placing
Price") (the "Placing").

 

The Company intends to raise gross proceeds of £1.5 million through the
Placing.

 

Highlights

 

·    BrandShield has developed a best-in-class highly scalable and
comprehensive solution focused on brand oriented digital risk protection,
which has strong cross-sector demand with inter alia; financial, e-commerce,
healthcare and fashion clients

 

·    The Company operates in a rapidly expanding marketplace, with the
threat intelligence market expected to reach $16.1 billion by 2025,
underpinned by the ongoing proliferation of e-commerce in-turn giving rise to
heightened levels of phishing and online impersonation

 

·    Demonstrable track-record of operational and financial progress.
BrandShield is expected to deliver $5.22 million in Annual Recurring
Revenue(1) ("ARR") in FY 2021, and has deployments with130 customers,
including blue-chip customers

 

·    SaaS-based subscription model provides strong earnings visibility
alongside an attractive customer acquisition cost ("CAC") versus life-time
value ("LTV") ratio

 

·    A significant pipeline of opportunities exists for BrandShield
through organic origination with the potential to bolster this through the
addition of further strategic partnerships

 

·    Management team are highly experienced with specific expertise within
brand-oriented digital risk protection underpinning success in the sector

 

·    Net proceeds from the Placing will be used to build on the following
three strategic priorities:

o  Investment in sales and marketing efforts both direct and channel partners

o  Converting the near-term extensive organic sales pipeline

o  Ongoing software development to maintain market-leading position

 

·    The Placing will be conducted by way of an accelerated bookbuild
which will be launched immediately following the release of this announcement.
In the event of excess demand, the Company reserves the right to increase the
size of the Placing at its sole discretion

 

(1)Annual Recurring Revenue is a non-GAAP measure and company specific measure

 

Trading Update

 

In the year-ended 31 December 2021(2), the Company continued to make
significant operational and financial progress, with highlights including:

 

·    Strong financial momentum, delivering $5.22 million ARR, up 59%
year-on-year (2020: $3.28 million)

 

·    44% increase in new business ARR to $2.53 million (2020 $1.76
million)

 

·    57% increase in revenue to approximately $4.1 million(1) (2020: $2.60
million)

 

·    Net ($) retention of 96.4%, up from 86.2% in 2020

 

·    Cash of $1.19m at 31 December 2021

 

·    Deployments with 130 customers, up 69% from 77 in 2020

 

(2) All financials included in this announcement based on unaudited figures to
31 December 2021

 

Placing Rationale and Use of Proceeds

 

It is anticipated that BrandShield will use the net proceeds of the Placing to
build on three key strategic priorities for the Company, which includes
expanding BrandShield's sales and marketing efforts, converting the Company's
near-term organic pipeline, as well as ensuring BrandShield's position as an
industry-leading software provider, building on the recent launch of
BrandShield 3.0.

 

Yoav Keren, Chief Executive Officer of BrandShield, commented:

 

"We achieved significant strides in 2021 both financially, as demonstrated in
our significant increase in ARR, a key metric for the group, and
operationally, with our market-leading solution central to our ongoing
success. We believe this additional funding will enable us to execute on a
number of near-term opportunities in our organic pipeline as well as transform
our go-to-market strategy to generate sustained long-term growth.

 

"We have already demonstrated our ability to generate recurring revenue and
add clients of different sizes from a variety of industries, and further
funding will enable us to accelerate this."

 

 

Details of the Placing

 

The Placing will be conducted by way of an accelerated bookbuilding 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 4.45 p.m. GMT today.
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") and Tennyson Securities
("Tennyson") are acting as joint bookrunners 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 or Tennyson.

 

In addition, the Company will also be offering 1 warrant for every 2 Placing
Shares issued to investors (the "Warrants"). The Warrants will vest on
Admission and carry a term of three years and will be exercisable for cash at
a price of 20p per one new Ordinary Share. The total number of Warrants will
be confirmed as soon as practicable after the closing of the Bookbuild.

 

Admission of Placing Shares

 

Application will be made for the Placing Shares to be admitted to trading on
the AIM market of London Stock Exchange plc ("Admission"). It is expected that
Admission will take place at or around 8.00 a.m. (London time) on 4 February
2022 (or such later date as many be agreed between the Company, Shore Capital
and Tennyson) but in any event not later than 8.00 a.m. on 4 March 2022. The
Placing is conditional upon, inter alia, Admission becoming effective and the
placing agreement between the Company, Shore Capital and Tennyson ("Placing
Agreement") not having been ‎terminated.‎ The Placing 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").

 

Total Voting Rights

 

As at today's date, the Company's issued share capital consists of 117,950,921
Ordinary Shares. The Company holds no Ordinary Shares in treasury.

 

Therefore, the total number of voting rights in BrandShield is 117,950,921,
which is the figure which should be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, BrandShield shares
under the FCA's Disclosure and Transparency Rules.

 

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 (Joint Broker)                                        +44 (0)20 7408 4090

 Toby Gibbs / James Thomas / Liam Zabludowicz (Corporate Advisory)

 Henry Willcocks (Corporate Broking)

 Tennyson Securities (Joint Broker)                                  +44 (0)20 3368 3554

 Peter Krens

 Vigo Consulting (Financial Public Relations)                        +44 (0)20 7390 0237

 Jeremy Garcia / Antonia Pollock

 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.

 

For more information, visit  www.brandshield.com
(http://www.brandshield.com/) .

 

 

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.

 

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 JOINT BOOKRUNNERS, "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 JOINT BOOKRUNNERS 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 JOINT BOOKRUNNERS, 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 Joint Bookrunners 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 Joint Bookrunners 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 relevant Joint 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 joint
bookrunner in connection with the Placing) and Tennyson Securities, a trading
name of Shard Capital Partners LLP ("Tennyson") (the Company's joint
bookrunner in connection with the Placing) (together with Shore Capital the
"Joint Bookrunners") under which the Joint Bookrunners have, 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 £1.5 million in gross proceeds. The
Placing is not being underwritten by the Joint Bookrunners or any other
person.

The Placing Shares will be issued on or around 4 February 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.

In addition, the Company shall issue one warrant for every two Placing Shares
issued to the placees in the Placing, each warrant carrying the right to
subscribe for one new Ordinary Shares (the "Warrants"). The Warrants will vest
on Admission and carry a term of three years and will be exercisable for cash
at a price of 20p per Ordinary Shares. Warrant certificates will be sent to
placees promptly after Admission.

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 4 February 2022 ("Admission"). In any event, the latest
date for Admission is 4 March 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 Joint Bookrunners 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 Joint Bookrunners) following completion of a bookbuilding exercise by the
Joint Bookrunners (the "Bookbuild"). The results of the Bookbuild will be
released through a Regulatory Information Service following the completion of
the Bookbuild. The Joint Bookrunners 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 or 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 Joint
Bookrunners on the basis referred to in paragraph 7 below.

4.                The Bookbuild is expected to close no later
than 4.45 p.m. on 28 January 2022 but may be closed earlier or later at the
discretion of the Joint Bookrunners. The Joint Bookrunners 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 Joint Bookrunners. The Joint Bookrunners 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 a Joint Bookrunner and a trade
confirmation or contract note will be dispatched as soon as possible
thereafter. The relevant Joint 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 Joint Bookrunners 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 relevant Joint
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 relevant Joint Bookrunner, be
evidenced by a trade confirmation or contract note issued to each such Placee
by the relevant Joint 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 relevant Joint 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 relevant Joint Bookrunner (as
agent for the Company), to pay to that Joint Bookrunner (or as that Joint
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 Joint Bookrunners 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 Joint Bookrunners 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 Joint
Bookrunners 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 Joint
Bookrunners 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 Joint Bookrunners nor any of their Affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties) in respect
of the Joint Bookrunners' conduct of the Placing or of such alternative method
of effecting the Placing as the Joint Bookrunners and the Company may
determine.

Conditions of the Placing

The Joint Bookrunners' 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 7.00 a.m. on  28  January
2022;

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 28 January 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 Joint Bookrunners);

4.                the delivery by the Company to the Joint
Bookrunners 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 Joint
Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners; 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 4 February 2022 or such later date as may be agreed in
writing between the Company and Shore Capital 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 Shore
Capital and Tennyson by the respective time or date where specified (or such
later time or date as Shore Capital and 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.

Shore Capital and 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 Shore Capital, 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 Shore Capital and Tennyson.

Right to terminate the Placing Agreement

Each of the Joint Bookrunners 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
any Joint 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 for Companies 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 any Joint Bookrunner, have a
materially adverse effect on the Placing;

13.             any event or omission has occurred which in the
opinion of any Joint 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 any Joint 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 any Joint 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 any Joint 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 Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that the Joint Bookrunners need not make any reference to Placees in this
regard and that neither the Joint Bookrunners 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 Joint Bookrunners or any other person and none of the Joint Bookrunners,
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 Joint Bookrunners, 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 Joint
Bookrunners 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 4 February
2022 unless otherwise notified by the Placing Parties and Admission is
expected to occur by 4 February 2022 or such later time as may be agreed
between the Company and Shore Capital 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 relevant Joint
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 relevant Joint
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 relevant Joint
Bookrunner. It is expected that such contract note or electronic confirmation
will be despatched on or around 31 January 2022 and that this will be the
trade date.

 

The Company will deliver the Placing Shares to a CREST account operated by the
relevant Joint 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 4 February 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 relevant Joint Bookrunner.

 

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners 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 Joint Bookrunners' 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 Joint
Bookrunners 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 Joint
Bookrunners such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which either of the Joint
Bookrunners 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 Joint
Bookrunners 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
Joint Bookrunners (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 Joint Bookrunners of any
right or discretion under the Placing Agreement shall be within the absolute
discretion of the Joint Bookrunners and the Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners are not acting for it or its clients, and that the Joint
Bookrunners will not be responsible for providing the protections afforded to
customers of the Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners, 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 Joint Bookrunners 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
Joint Bookrunners 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 Joint Bookrunners 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 relevant Joint 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 relevant
Joint 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 relevant
Joint 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
relevant Joint 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
relevant Joint Bookrunner's (or its nominee's) money in accordance with such
client money rules and will be used by the relevant Joint Bookrunner in the
course of its own business and each Placee will rank only as a general
creditor of the Relevant Joint 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
relevant Joint 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 Joint Bookrunners;

48.             that this Announcement does not constitute a
securities recommendation or financial product advice and that none of the
Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners
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 Joint
Bookrunners 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 Joint Bookrunners 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
Joint Bookrunners 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 Joint
Bookrunners 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 relevant
Joint Bookrunner such evidence, if any, as to the identity or location or
legal status of any person which the relevant Joint 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 relevant Joint 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 relevant Joint
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 Joint Bookrunners 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 relevant Joint Bookrunner;

63.             that neither the Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint
Bookrunners (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 Joint Bookrunners.

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 Joint Bookrunners
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 Joint Bookrunners in
the event that any of the Company and/or either of the Joint Bookrunners 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 Joint
Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners
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 Joint Bookrunners
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 Joint
Bookrunners 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 each Joint 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 Joint Bookrunners 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 Joint Bookrunners 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 Joint Bookrunners 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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