REG - British Land Co PLC - Placing to Fund Retail Park Portfolio Acquisition

British LandAnnouncement

02/10/2024 16:45

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RNS Number : 7058G  British Land Co PLC  02 October 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT
THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: RV5B68J2GV3QGMRPW209

For immediate release

2 October 2024

THE BRITISH LAND COMPANY PLC ("BRITISH LAND" OR THE "COMPANY")

 

PROPOSED PLACING TO FUND THE CONTINUED GROWTH OF BRITISH LAND'S LEADING RETAIL
PARK PORTFOLIO

 

British Land today announces its intention to raise gross proceeds of
approximately £300 million through an institutional placing (the "Placing"),
conditional retail offer and director subscription, in connection with the
acquisition of a portfolio of seven retail parks for a total consideration of
£441 million (the "Acquisition"). Further details of the Acquisition are set
out in a separate announcement (the "Acquisition Announcement"), which should
be read in conjunction with this Announcement.

 

The Placing is to be comprised of a non-pre-emptive placing of new ordinary
shares of 25 pence each in the capital of the Company (the "Placing Shares")
at the Placing Price (as defined below). In conjunction with the Placing, the
Company will make a conditional retail offer and certain directors of the
Company intend to participate in a Subscription (each as defined below), in
each case at the Placing Price.

 

Highlights

 

·    Proposed Placing, Retail Offer and director Subscription to raise
gross proceeds of approximately £300 million to fund the consideration for
the Acquisition, with the remainder financed from existing cash and in place
facilities;

·    Acquisition of seven retail parks totalling c.1.9 m sq ft, let to
successful multi-channel and essential retailers with strong covenants. The
parks are of high-quality, well maintained, with a strong occupier mix. The
assets are 99% occupied and all benefit from a major superstore anchor;

 

·    The Acquisition reflects a net initial yield of 6.7% and a topped up
net initial yield of 7.2%. The assets have a passing rent of c.£29.5 million,
a topped up passing rent of c.£31.9 million and an ERV of c. £30.4 million.
These assets offer an attractive yield and strong rental growth prospects in
line with British Land's guidance of 3-5%. They are expected to deliver double
digit ungeared IRRs;

 

·    Since 1 April 2024, British Land has deployed £711 million of
capital into retail parks (including the proposed Placing and Acquisition).
With this Acquisition, the Company continues to build upon its market leading
position in this attractive segment, with retail parks now comprising 32% of
the total portfolio, up from 22% 18 months ago, further consolidating British
Land's position as one of the largest owners and operators of retail parks in
the UK;

·    Combined, the proposed Placing and Acquisition are expected to be
immediately accretive to earnings per share, marginally dilutive to EPRA net
tangible assets ("NTA") per share, broadly Loan to Value ("LTV") neutral and
will lower annualised Net Debt to EBITDA;

 

·    Following the strategic re-launch in 2021, retail parks have remained
a key pillar of British Land's overall strategy. Parks remain the preferred
format for retailers; they are affordable (with low occupancy cost ratios),
adaptable (with low capex requirements) and easily accessible by the end
consumer. Moreover, supply of retail parks is restricted. Occupancy across
British Land's retail park portfolio remains high at 99% and the Company
expects ERV growth in the sector of 3-5% in FY25;

·    British Land is expected to deliver underlying profit of £142-144
million and resulting underlying EPS of 15.2-15.4p in the six months to 30
September 2024. Portfolio values are expected to improve marginally by c.0.2%
in the period, with six month ERV growth of c.2.3% across the portfolio (of
which Retail Parks are c.3.6%);

·    British Land today confirms guidance for FY25 EPS of 27.9p given at
the Company's FY24 results, before the Acquisition and proposed Placing
announced today. The Acquisition and proposed Placing will be accretive to EPS
in FY25 and beyond.

Background to the Placing

 

In 2021, British Land set out a value-add strategy focused on three sectors
with the strongest operational fundamentals - campuses, retail parks and
London urban logistics. Since then, the Company has been successfully
executing on this strategy, driving British Land to outperform the MSCI All
Property total return benchmark by 300 bps in FY24, or 800bps on a reweighted
basis to match the Company's portfolio composition at the sector level.

 

This outperformance is driven by British Land's deep development and asset
management capabilities and the Company's positioning in the most attractive
sectors. Active capital recycling of non-core and dry assets creates further
value for its shareholders. Since the strategy was launched in 2021, capital
activity has totaled £3.5bn, of which £1.7bn were offices sold at an average
yield of 4.5%. This has enabled redeployment of capital into opportunities
with higher returns and has meant the Company's portfolio has been re-shaped,
now being 93% focused on chosen segments of campuses, retail parks and London
urban logistics.

 

In campuses, British Land remains the leading owner and operator of campuses
in the UK and is well positioned to serve the needs of companies and their
workforces in the evolving post-pandemic work environment, particularly in
industries that are key to economic growth such as science and technology. In
London urban logistics, key structural growth drivers of strong demand
underpinned by the growth of e-commerce and rising customer expectations on
the speed and convenience of deliveries continue to be a tailwind. British
Land's development pipeline remains healthy and focused on these two areas of
the strategy.

 

In retail parks, British Land continues to believe that parks offer an
attractive return profile given strong occupational fundamentals, low capital
expenditure requirements and 6-7% yields. Since 2021, retail parks have been
the best performing sector in UK real estate 1 , and British Land has
delivered a total property return of 11.6% per annum, outperforming the wider
retail park sector by 440 bps. The supply of retail parks is restricted due to
planning and values below replacement costs. Less than 5% of supply has been
added in the last 10 years, and retail parks account for just 8% of a total
1.5bn sq ft UK retail market.

 

British Land's market leading position in UK retail parks gives the Company
exceptional insight into the market, knowledge of occupiers and ability to
negotiate portfolio deals, as well as economies of scale providing British
Land with a competitive advantage to lease and manage these additional assets
at a modest marginal cost. The Acquisition assets have strong rental growth
prospects given strong trading locations, resilient occupier base and high
occupancy, and are expected to deliver attractive forward-looking returns.

 

British Land's scale, extensive relationships and expertise in planning, asset
management, deal execution and value creation places the Company in a strong
position to continue to source acquisitions which deliver attractive total
returns for shareholders. In line with the Company's rigorous approach to
investment, British Land continues to actively target acquisitions which are
accretive to overall portfolio returns, with a range of potential funding
options including capital recycling, debt and equity consideration.

 

Use of Proceeds

 

The net proceeds of the Placing, Retail Offer and Subscription will be used to
fund the consideration for the Acquisition, with the remainder financed from
existing cash and in place facilities.

 

Financial Impact of the Combination of the Placing and Acquisition

 

The Acquisition reflects a net initial yield of 6.7% and a topped up net
initial yield of 7.2%. These assets offer an attractive yield and strong
rental growth prospects in line with the Company's guidance of 3-5%. The parks
are high-quality, well maintained, with a strong occupier mix. The assets are
99% occupied and all benefit from a major superstore anchor. They are expected
to deliver double digit ungeared IRRs.

 

Combined, the Acquisition and Placing are expected to be immediately accretive
to earnings per share, marginally dilutive to EPRA NTA per share, broadly LTV
neutral and will lower annualised Net Debt to EBITDA.

 

Current Trading 2 

 

Included within the Acquisition Announcement, the Company has today also
published a business update on trading for the six-month period ending 30
September 2024 ("HY25"), ahead of HY25 results on 20 November 2024.

 

In summary, the business continues to trade well with a good level of leasing
in the period and cost discipline underpinning the Company's profit
performance. British Land is expected to deliver underlying profit of
£142-144 million despite a number of properties entering development and the
prior year surrender of 1 Triton Square, and resulting underlying EPS of
15.2-15.4p in HY25. Over the same period, the Company expects portfolio values
to be marginally up, with six month ERV growth of c.2.3% across the portfolio.

 

HY25 LTV is expected to be at c.38% (FY24: 37.3%), reflecting capital activity
and development spend. British Land remains disciplined in its management of
leverage and will continue to actively recycle capital.

 

British Land confirms guidance for FY25 EPS of 27.9p given at the Company's
FY24 results, before the Acquisition and proposed Placing announced today. The
Acquisition and proposed Placing will be accretive to EPS in FY25 and beyond.

 

Further details can be found in the Acquisition Announcement, which should be
read in conjunction with this Announcement.

 

Details of the Placing, Retail Offer and Subscription

 

The Placing is being conducted through an accelerated bookbuild (the
"Bookbuild") which will be launched immediately following the release of this
Announcement. Morgan Stanley & Co. International plc ("Morgan Stanley")
and UBS AG London Branch ("UBS", and together with Morgan Stanley, the "Joint
Global Coordinators") are acting as joint global coordinators and joint
bookrunners in connection with the Placing. Goldman Sachs International
("Goldman Sachs", and together with the Joint Global Coordinators, the "Joint
Bookrunners", or the "Banks") is acting as a joint bookrunner in connection
with the Placing. The Banks may close the Bookbuild at any time thereafter.

 

Concurrently with the Placing, there will be a separate conditional retail
offer made by the Company on the PrimaryBid platform of new ordinary shares of
25 pence each in the capital of the Company (the "Retail Offer Shares") at the
Placing Price (the "Retail Offer"), to provide retail investors with an
opportunity to participate in the Placing. The Retail Offer is not made
subject to the terms and conditions set out in Appendix 1 to this
Announcement, and instead a separate announcement will be made shortly
regarding the Retail Offer and its terms.

 

In conjunction with the Placing and the Retail Offer, Simon Carter, Chief
Executive Officer and William Rucker, Chair, intend to subscribe for 37,500
and 50,000 new ordinary shares of 25 pence each in the Company, respectively.
In total, six directors of the Company intend to subscribe for new ordinary
shares of 25 pence each in the capital of the Company (the "Subscription
Shares") at the Placing Price pursuant to subscription letters that will be
entered into with the Company following publication of the Company's interim
results for the period to 30 September 2024 (the "Subscription"), representing
approximately £600,000 3  in aggregate. It is intended that the Subscription
Shares will be subscribed for pursuant to subscription letters between the
relevant directors and the Company, rather than pursuant to the Terms and
Conditions of the Placing. For the avoidance of doubt, the Banks are playing
no role in connection with the Retail Offer or the Subscription.

 

The Placing Shares, the Retail Offer Shares and the Subscription Shares
(together, the "New Ordinary Shares") in aggregate will represent less than
10% of the current issued share capital of the Company.

 

The price at which the Placing Shares are to be placed (the "Placing Price")
will be determined at the close of the Bookbuild by agreement between the
Company and the Banks. The timing of the closing of the Bookbuild, the Placing
Price and the number of Placing Shares to be placed will be agreed between the
Banks and the Company following completion of the Bookbuild and will then be
announced as soon as practicable on a Regulatory Information Service (the
"Pricing Announcement").

 

The Banks have today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, the Banks
as agents, for and on behalf of, the Company have agreed to use their
respective reasonable endeavours to procure subscribers for the Placing Shares
at the Placing Price. The Placing is subject to the terms and conditions set
out in Appendix 1 to this Announcement. The Placing is not conditional upon
the Retail Offer or the Subscription.

 

A description of certain relevant aspects of the Placing Agreement can be
found in the Terms and Conditions contained in Appendix 1 to this Announcement
under the headings "Details of the Placing Agreement and of the Placing
Shares", "Conditions of the Placing", "Termination of the Placing Agreement"
and "Restriction on further issue of securities". The Placing will be made on
a non-pre-emptive basis. The Company will rely on the allotment and
disapplication of pre-emption rights authorities granted by shareholders to
the Company at its annual general meeting held on 9 July 2024.

 

Prior to launch of the Placing, the Company consulted with a number of its
shareholders to gauge their feedback as to the terms of and potential
participation in the Placing. The Board has concluded that the Placing is in
the best interests of shareholders and wider stakeholders and will promote the
long-term success of the Company and has chosen to proceed with the Placing.
The Placing is being structured through the Bookbuild to minimise execution
and market risk. The Board intends to apply the principles of pre-emption when
allocating Placing Shares to those shareholders that participate in the
Placing.

 

Application will be made for the Placing Shares and the Retail Offer Shares to
be admitted to listing in the Equity Shares (Commercial Companies) category of
the Official List of the Financial Conduct Authority (the "FCA") (the
"Official List") and to be admitted to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission"). Subject to Admission becoming effective, it is
expected that settlement of subscriptions in respect of the Placing Shares and
trading in the Placing Shares and the Retail Offer Shares will commence at
8:00 a.m. (London time) on 7 October 2024.

 

The Placing is conditional upon, inter alia, admission of the Placing Shares
becoming effective not later than 8:00 a.m. (London time) on 7 October 2024
(or such later time and/or date, being not later than 8:00 a.m. (London time)
9 October 2024, as the Joint Global Coordinators may agree (on behalf of the
Banks) with the Company) and the Placing Agreement not being terminated in
accordance with its terms before that time. Further details can be found in
Appendix 1 to this Announcement.

 

The above proposed dates and times may be subject to change at the discretion
of the Company and the Banks.

 

The Placing Shares will, when issued, be credited as fully paid and rank pari
passu with the existing Ordinary Shares in the capital of the Company
including the right to receive all future dividends and distributions
declared, made or paid.

 

The Company has undertaken to the Banks that, between the date of this
Announcement and 90 calendar days after the date of Admission, it will not,
directly or indirectly, issue or allot Ordinary Shares, subject to customary
exceptions or waiver by the Joint Global Coordinators.

 

Appendix 1 to this Announcement (which forms part of the Announcement) sets
out the Terms and Conditions of the Placing. By choosing to participate in the
Placing and by making an oral or written offer to acquire Placing Shares,
investors will be deemed to have read and understood this Announcement in its
entirety (including the Appendices) and to be making a legally binding offer
subject to the terms and conditions in it, and to be providing the
representations, warranties and acknowledgements contained in Appendix 1.

 

The person responsible for making this Announcement on behalf of the Company
is Gavin Bergin.

 

 

For further information please contact:

 

British
Land
 
 
                +44 (0) 20 7486 4466

 

Sean Pearcey-Stone, Investor Relations

Lizzie King, Investor Relations

 

Morgan Stanley (Joint Global Coordinator, Joint Bookrunner and Joint Corporate
Broker)

+44 (0) 20 7425 8000

Ben Grindley

Nick White

Emma Whitehouse

Jessica Pauley

Parnion Khoshan

 

UBS (Joint Global Coordinator, Joint Bookrunner and Joint Corporate
Broker)

+44 (0) 20 7567 8000

Fergus Horrobin

Jonathan Retter

Alexander Bloch

Aadhar Patel

Meera Sheth

 

Goldman Sachs (Joint Bookrunner)
 
                +44 (0) 20 7774 1000

 

Johannes Fritze

Heiko Weber

Tom Hartley

 

Press enquiries

 

Charlotte Whitley
 
+44 (0) 78 8780 2535

Guy Lamming / Gordon Simpson, FGS
Global
+44 (0) 20 7251 3801

BritishLand-UK@fgsglobal.com

 

Herbert Smith Freehills LLP are acting as UK and US legal advisers to the
Company. Freshfields Bruckhaus Deringer LLP are acting as UK and US legal
advisers to the Banks.

IMPORTANT NOTICES

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. Unless otherwise stated, defined terms in this
Announcement have the meanings ascribed to them in Appendix 2.

No action has been taken by the Company, the Banks or any of their respective
Affiliates or any person acting on its or their behalf that would permit an
offer of the Placing Shares or Subscription Shares in any jurisdiction or
result in the possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares or Subscription
Shares in any jurisdiction where action for that purpose is required. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose possession this
Announcement comes are required by the Company and the Banks to inform
themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Prospectus Regulation (EU) 2017/1129 (the
"Prospectus Regulation") or the UK version of the Prospectus Regulation as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented (the "UK Prospectus Regulation")) to be published.
Persons needing advice should consult a qualified independent legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.

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

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa or Japan or any other jurisdiction in which the same
would be unlawful or to any person to whom it is unlawful to make such offer
or solicitation. No public offering of the Placing Shares or the Subscription
Shares is being made in any such jurisdiction.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are: (i) if in a member state of the European Economic Area
(the "EEA"), "qualified investors" within the meaning of article 2(e) of the
Prospectus Regulation ("Qualified Investors"); or (ii) if in the UK,
"qualified investors" within the meaning of article 2(e) of the UK Prospectus
Regulation who are (a) persons who fall within the definition of "investment
professionals" in article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (b) persons who
fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Order, or (c) other persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
and (c) together being referred to as "Relevant Persons"). Any investment or
investment activity to which this Announcement relates is available only (i)
in any member state of the EEA, to Qualified Investors; and (ii) in the United
Kingdom, to Relevant Persons, and will only be engaged in with such persons.
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; and (ii) in the United
Kingdom, by persons who are not Relevant Persons.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold directly or indirectly in or
into the United States absent registration under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or any other jurisdiction of the United States.
The Placing Shares are being offered and sold by the Company (a) outside the
United States in offshore transactions as defined in, and pursuant to,
Regulation S under the Securities Act ("Regulation S"), or (b) in the United
States only to persons reasonably believed to be "qualified institutional
buyers" (as defined in Rule 144A of the Securities Act) ("QIBs") in
transactions pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The Subscription
Shares are being offered and sold by the Company only outside the United
States in offshore transactions as defined in, and pursuant to, Regulation S.

There can be no assurance that the Company will not be classified a passive
foreign investment company ("PFIC") for US federal income tax purposes.
Investors subject to US federal income tax should consult their own tax
advisers in connection with any potential investment in the Placing Shares.

No public offering of securities is being made in the United States. No money,
securities or other consideration from any person inside the United States is
being solicited and, if sent in response to the information contained in this
Announcement, will not be accepted.

No prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, the Republic
of South Africa or Japan, and may only be sold in Canada pursuant to an
exemption from the prospectus requirements of Canadian securities laws.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into Australia, Canada, the Republic of South
Africa, or Japan or any other jurisdiction in which such activities would be
unlawful.

For the attention of residents of Australia: This Announcement is not a
prospectus or product disclosure statement or otherwise a disclosure document
for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act
2001 (Cth) ("Corporations Act") and does not constitute an offer, or an
invitation to purchase or subscribe for the Placing Shares offered by this
Announcement except to the extent that such an offer or invitation would be
permitted under Chapter 6D or Part 7.9 of the Corporations Act without the
need for a lodged prospectus or product disclosure statement. In addition, for
a period of 12 months from the date of issue of the Placing Shares, no
transfer of any interest in the Placing Shares may be made to any person in
Australia except to "sophisticated investors" or "professional investors"
within the meaning of sections 708(8) and (11) of the Corporations Act or
otherwise in accordance with section 707(3) of the Corporations Act.

Private Placement Sales in Canada: In Canada, the offering of the Placing
Shares is being made on a private placement basis only in the provinces of
British Columbia, Alberta, Manitoba, Ontario and Quebec on a basis exempt from
the requirement that the Company prepare and file a prospectus with the
relevant securities regulatory authorities in Canada. No offer of securities
is made pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Banks that such person: (i) is purchasing
as principal, or is deemed to be purchasing as principal in accordance with
applicable Canadian securities laws, for investment only and not with a view
to resale or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or,
in Ontario, as such term is defined in section 73.3(1) of the Securities Act
(Ontario); and (iii) is a "permitted client" as such term is defined in
section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations; any resale of the Placing
Shares acquired by a Canadian investor in this offering must be made in
accordance with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory exemption from
the prospectus requirements, in a transaction exempt from or not subject to
the prospectus requirements or otherwise under a discretionary exemption from
the prospectus requirements granted by the applicable local Canadian
securities regulatory authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of Canada.

By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing (each a "Placee") by making
an oral or written and legally binding offer to subscribe for Placing Shares
will be deemed (i) to have read and understood this Announcement (including
the appendices) in its entirety, (ii) to be participating, making an offer and
subscribing for Placing Shares on the Terms and Conditions contained in
Appendix 1 to this Announcement and (iii) to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
Announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'',
''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would",
"could" or "should", or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, cashflows, synergies, economic performance,
indebtedness, financial condition, dividend policy and future prospects; and
(ii) business and management strategies and the expansion and growth of the
Company's operations. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions, some of which are outside of the Company's
influence and/or control. Many factors could cause actual results, performance
or achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, economic
and business cycles, the terms and conditions of the Company's financing
arrangements, foreign currency rate fluctuations, competition in the Company's
principal markets, acquisitions or disposals of businesses or assets, changes
in government and other regulation, including in relation to the environment,
travel, health and safety and taxation, labour relations and work stoppages,
changes in political and economic stability and trends in the Company's
principal industries. Due to such uncertainties and risks, undue reliance
should not be placed on such forward-looking statements, which speak only as
of the date hereof. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in this Announcement
may not occur. No statement in this Announcement is intended to be a profit
estimate or profit forecast. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The Company, its
directors, the Banks and their respective Affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the UK Listing Rules made by the Financial
Conduct Authority ("FCA") (the "Listing Rules") under the Financial Services
and Markets Act 2000 (as amended) ("FSMA"), the Market Abuse Regulation (EU)
No.596/2014 ("EU MAR") and the UK version of EU MAR as it forms part of UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented ("UK MAR"), the Disclosure Guidance and Transparency Rules made
by the FCA under FSMA (the "DTRs"), the rules of London Stock Exchange plc
(the "London Stock Exchange") or the FCA.

UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland, authorised by the Prudential Regulation Authority (the "PRA")
and subject to regulation by the FCA and limited regulation by the PRA in the
United Kingdom. Each of Morgan Stanley and Goldman Sachs is authorised by the
PRA and regulated in the United Kingdom by the FCA and the PRA. Each of the
Banks is acting exclusively for the Company and no one else in connection with
the Placing, the content of this Announcement and other matters described in
this Announcement. Each of the Banks will not regard any other person as their
respective clients in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing, the content
of this Announcement or any other matters referred to in this Announcement.
The Banks are not acting for the Company with respect to the Retail Offer or
the Subscription and will have no responsibilities, duties or liabilities,
whether direct or indirect, whether arising in tort, contract or otherwise in
connection with the Retail Offer or the Subscription or to any person in
connection with the Retail Offer or the Subscription.

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 either of the Banks or by any of their respective Affiliates or
any person acting on its or their behalf 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 in relation to the Company, the Placing Shares, the Placing, or
the Acquisition, and any liability therefore is expressly disclaimed. No
reliance may be placed by any person for any purpose on the information
contained in this Announcement, which is subject to change, or its accuracy,
fairness or completeness.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance cannot be relied upon as a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

Any indication in this Announcement of the price at which securities
(including the Ordinary Shares) have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any period and
no statement in this Announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free cash flow for
the Company, as appropriate, for the current or future years would necessarily
match or exceed the historical published earnings, earnings per share or
income, cash flow from operations or free cash flow for the Company.

In connection with the Placing, each of the Banks, any of their respective
Affiliates and/or any person acting on its or their behalf, may take up a
portion of the Placing Shares in the Placing in a principal position and in
that capacity may retain, purchase or sell for its own account such shares and
other securities of the Company or related investments and may offer or sell
such shares, securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Banks or any of
their respective Affiliates or any person acting on its or their behalf acting
in such capacity. In addition, either of the Banks, their respective
Affiliates and/or any person acting on its or their behalf may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which either of the Banks or any of their
respective Affiliates or any person acting on its or their behalf may from
time to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Furthermore, in the event that the Banks acquire
Placing Shares in the Placing, they may co-ordinate disposals of such shares
in accordance with applicable law and regulation. Neither of the Banks, any of
their respective Affiliates nor any person acting on its or their behalf
intends to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so.

The Banks, their respective Affiliates and/or any person acting on its or
their behalf may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business to the Company and/or its
Affiliates for which it would have received customary fees and commissions.
The Banks, their respective Affiliates and/or any person acting on its or
their behalf may provide such services to the Company and/or its Affiliates in
the future.

The Placing Shares to be issued or sold pursuant to the Placing, the Retail
Offer Shares to be issued or sold pursuant to the Retail Offer and the
Subscription Shares to be issued under the Subscription will not be admitted
to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Rules") and/or any equivalent requirements elsewhere to
the extent determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK 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 UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; 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.

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "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 MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

Appendix 1 - Terms and Conditions of the Placing for invited placees only

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (I) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); OR (II) IF IN THE UNITED KINGDOM, "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED (THE "UK PROSPECTUS
REGULATION") WHO ARE (A) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (B) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) OTHER PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B)
AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY (I) IN ANY MEMBER STATE OF THE EEA, TO QUALIFIED INVESTORS; AND
(II) IN THE UNITED KINGDOM, TO RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY
WITH SUCH PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN
ANY MEMBER OF STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; OR
(II) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY
SECURITIES IN THE COMPANY.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING IS BEING MADE
(A) OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND
PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (B) IN THE UNITED STATES
ONLY TO PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS"
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM,
THE UNITED STATES, ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States or any Restricted Territory or in any
jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in any
Restricted Territory. The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the Banks nor any
of its or their respective Affiliates nor any person acting on its or their
behalf which would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required.

Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and to
observe, any such restrictions. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

All offers of the Placing Shares will be made pursuant to an exemption under
the Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the FSMA does not apply.

Neither the Placing nor the Placing Shares have been approved and nor will
they be approved, disapproved or recommended by the US Securities and Exchange
Commission, any state securities commission or any other regulatory authority
in the United States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

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 either of the Banks or any of their respective Affiliates or any
person acting on its or their behalf 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 party or its advisers, and any
liability therefore is expressly disclaimed.

Each of the Banks is acting exclusively for the Company and no-one else in
connection with the Placing and is not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.

None of the Company, the Banks nor any of their respective Affiliates nor any
person acting on its or their behalf makes any representation or warranty,
express or implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer and subscribing
for Placing Shares on the Terms and Conditions contained in this Appendix,
including being deemed to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the
representations, warranties, acknowledgements and undertakings set out herein.

In particular each such Placee represents, warrants and acknowledges that:

a.    if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;

b.    if it is in the United Kingdom, it is a Relevant Person and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;

c.     it is and, at the time the Placing Shares are subscribed for, will
be, (i) outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S; or
(ii) (a) a QIB that has executed and delivered, or will execute and deliver, a
US Investor Letter, and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any state or other jurisdiction of the United States;

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

e.    if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that it understands the resale and transfer
restrictions set out in this Appendix and that any Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of
the EEA to Qualified Investors or in the United Kingdom to Relevant Persons,
or in circumstances in which the prior consent of the Banks has been given to
each such proposed offer or resale; and

f.     the Company and each of the Banks will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and
agreements.

No representation is made by any of the Banks to any Placees regarding an
investment in the Placing Shares.

Defined terms used in this Appendix 1 are set out in Appendix 2.

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

Bookbuild

Following this Announcement, the Banks will commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect. Members of the public are not entitled
to participate in the Placing. This Appendix gives details of the Terms and
Conditions of, and the mechanics of participation in, the Placing.

The Banks and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion,
determine.

Details of the Placing Agreement and of the Placing Shares

Morgan Stanley and UBS are acting as Joint Global Coordinators and Joint
Bookrunners in connection with the Placing. Goldman Sachs is acting as a Joint
Bookrunner in connection with the Placing. The Banks have today entered into
an agreement with the Company (the "Placing Agreement") under which, subject
to the terms and conditions set out therein, each of the Banks as agent for
and on behalf of the Company, has agreed to use its respective reasonable
endeavours to procure Placees for the Placing Shares at a price determined
following completion of the Bookbuild (the "Placing Price"), and, subject to
agreement with the Company as to the number of Placing Shares to be placed
with the Placees and the Placing Price, to the extent that such Placees fail
to pay for any of the Placing Shares allocated to them, to subscribe for those
Placing Shares for which such Placees fail to pay. The Banks are not acting
for the Company with respect to the Retail Offer or the Subscription and will
have no responsibilities, duties or liabilities, whether direct or indirect,
whether arising in tort, contract or otherwise in connection with the Retail
Offer or the Subscription or to any person in connection with the Retail Offer
or the Subscription.

The Placing Price and the final number of Placing Shares will be decided at
the close of the Bookbuild following the execution of an agreement between the
Company and the Banks recording the final details of the Placing (the "Pricing
Agreement"). The timing of the closing of the book, pricing and allocations
are at the discretion of the Company and the Banks. Details of the Placing
Price and the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.

The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank, pari passu, in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after the date of issue. The Placing Shares will be issued free of any
encumbrances, liens or other security interests.

Application for admission to trading

It is expected that Admission of the Placing Shares will become effective at
8:00 a.m. (London time) on 7 October 2024 (or such later date as may be agreed
between the Company and the Joint Global Coordinators (on behalf of the Banks)
but being no later than 8:00 a.m. (London time) on 9 October 2024).

Participation in, and principal terms of, the Placing

1.    Morgan Stanley and UBS are acting as Joint Global Coordinators and
Joint Bookrunners in connection with the Placing. Goldman Sachs is acting as a
Joint Bookrunner in connection with the Placing and as agents of the Company,
in each case severally, and not jointly nor jointly and severally.
Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by either of the Banks. Each of
the Banks and their respective Affiliates and any person acting on their
behalf, are entitled to enter bids as principal in the Bookbuild.

2.    The Bookbuild, if successful, will establish the Placing Price
payable to the Banks by all Placees whose bids are successful. The Placing
Price and the aggregate proceeds to be raised through the Placing will be
agreed between the Banks and the Company following completion of the
Bookbuild. Any discount to the market price of the Ordinary Shares of the
Company will be determined in accordance with the Listing Rules. The Placing
Price and the number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.

3.    To participate in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at one of the Banks.
Each bid should state the number of Placing Shares which the prospective
placee wishes to subscribe for at the Placing Price which is ultimately
established by the Company and the Banks or at prices up to a price limit
specified in its bid. Bids may be scaled down by the Banks on the basis
referred to in paragraph 6 below. Each of the Banks reserves the right not to
accept bids or to accept bids in part rather than in whole. The acceptance of
the bids shall be at the relevant Bank's absolute discretion.

4.    The Bookbuild is expected to close no later than 7:00 a.m. (London
time) on 3 October 2024 but may be closed earlier or later, at the discretion
of the Banks and the Company. The Banks may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.

5.    Each prospective placee's allocation will be agreed between the Banks
and the Company and will be confirmed to prospective placees orally or in
writing by the relevant Bank, acting as agent of the Company, following the
close of the Bookbuild, and an electronic contract note/trade confirmation
will be dispatched as soon as possible thereafter. Subject to
paragraph 9 below, the relevant Bank's oral or written confirmation to such
prospective placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour of such
Bank and the Company, under which such Placee agrees to subscribe for the
number of Placing Shares allocated to it and to pay the relevant Placing Price
for each such Placing Share on the Terms and Conditions set out in this
Appendix and in accordance with the Company's articles of association and each
Placee will be deemed to have read and understood this Announcements
(including the appendices) in its entirety.

6.    Subject to paragraphs 3 and 4 above, the Banks will, in effecting
the Placing, agree with the Company the identity of the Placees and the basis
of allocation of the Placing Shares and may scale down any bids for this
purpose on such basis as it may determine. The Banks may also, notwithstanding
paragraphs 3 and 4 above (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The acceptance of offers shall be at the
absolute discretion of the Banks, subject to agreement with the Company. If
within a reasonable time after a request for verification of identity, the
Banks have not received such satisfactory evidence, the Banks may, in their
absolute discretion, terminate the Placee's Placing participation in which
case all funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited.

7.    The Placing Shares are being offered and sold by the Company (a)
outside the United States in "offshore transactions" as defined in, and
pursuant to, Regulation S under the Securities Act; and (b) in the United
States only to persons reasonably believed to be QIBs in transactions pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. A potential placee and the prospective
beneficial owner of the Placing Shares is, and at the time the Placing Shares
are subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as defined in,
and pursuant to, Regulation S under the Securities Act; or (ii) (a) a QIB that
has executed and delivered, or will execute and deliver, a US Investor Letter,
and (b) subscribing for the Placing Shares pursuant to an exemption from, or
in a transaction not subject to, the registration requirements under the
Securities Act, acknowledging that the Placing Shares have not been, and will
not be, registered under the Securities Act or with any state or other
jurisdiction of the United States. With respect to (ii) above, it is
subscribing for the Placing Shares for its own account or for one or more
accounts as to each of which it exercises sole investment discretion and each
of which is a QIB, for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution thereof in
whole or in part, in the United States, and it has full power to make the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings in this Announcement on behalf of each such account.

8.    Each potential placee located or resident in Canada must qualify as
both an "accredited investor" and a "permitted client" under applicable
Canadian securities laws that has either executed and delivered, or will
execute and deliver, a Canadian Investor Letter and satisfy the eligibility
requirements set forth therein.

9.    A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Bank's consent will
not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bank, to pay it (or as it may direct)
in cleared funds an amount equal to the product of the Placing Price and the
number of Placing Shares that such Placee has been allocated to it and has
agreed to subscribe for. Each Placee's obligations will be owed to the
relevant Bank. The Company shall, conditional on Admission, allot such Placing
Shares to each Placee following each Placee's payment to the relevant Bank of
such amount.

10.  Except as required by law or regulation, no press release or other
announcement will be made by any Bank 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(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be
subscribed for 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 under the Bookbuild and Placing will be subject to
fulfilment or (where applicable) waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing Agreement".

13.  By participating in the Bookbuild, 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 after confirmation (oral or otherwise) by a Bank.

14.  To the fullest extent permissible by law, none of the Banks nor any of
their respective Affiliates nor any person acting on its or their behalf shall
have any responsibility or liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in connection with the
Placing, the Placing Shares, the Acquisition or otherwise. In particular, none
of the Banks nor any of their respective Affiliates nor any person acting on
its or their behalf shall have any responsibility or liability (including to
the fullest extent permissible by law, any fiduciary duties) in respect of the
Banks' conduct of the Bookbuild or of such alternative method of effecting the
Placing as the Banks and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including (but not limited to):

1.    the execution of the agreement entered into by the Company on the
date of this Announcement pursuant to which it has made the Acquisition (the
"Acquisition Agreement") by the parties thereto, the Acquisition Agreement not
having lapsed or been terminated or rescinded and no condition thereto having
become incapable of satisfaction which has not otherwise been waived, in each
case prior to Admission;

2.    there having been no alteration, revision or amendment of any of the
terms or conditions of the Acquisition Agreement (or any document entered into
pursuant to or in connection with the Acquisition Agreement) or waiver,
variation, compromise or release of any obligation under the Acquisition
Agreement nor the grant of any time for performance or other indulgence to any
party under the Acquisition Agreement, in each case prior to Admission;

3.    the Pricing Agreement having been executed by the Company and the
Banks;

4.    the release by the Company of the Pricing Announcement;

5.    the Company having allotted the Placing Shares to the Placees, prior
to and conditional only on Admission;

6.    each of the warranties on the part of the Company in the Placing
Agreement not being untrue, inaccurate or misleading (i) as at the date of the
Placing Agreement; (ii) as at the time the Pricing Agreement is executed (if
different from the date of this Announcement); and (iii) immediately prior to
Admission, in each case by reference to the facts and circumstances then
subsisting;

7.    the Company having complied with all of its obligations under the
Placing Agreement;

8.    there not having occurred a material adverse change in relation to
the Company and its subsidiaries (the "Group") at any time prior to Admission;
and

9.    Admission of the Placing Shares occurring at or before 8:00 a.m.
(London time) on 7 October 2024, or such later time and/or date as the Company
and the Joint Global Coordinators may agree (on behalf of the Banks) in
writing.

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, is not fulfilled or (where applicable) waived by the
Banks by the relevant time or date specified (or such later time or date as
the Company and the Joint Global Coordinators may agree (on behalf of the
Banks), being not later than 8:00 a.m. (London time) on 9 October 2024); or
(ii) the Placing Agreement is terminated in the circumstances specified below,
the Placing will lapse 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 it in respect thereof.

The Banks may, at their discretion and upon such terms as they think fit,
extend the time for the satisfaction of any condition or waive 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 (other than those
conditions described in points 4, 5, 9 and certain other conditions, which may
not be waived under the terms of the Placing Agreement). Any such extension or
waiver will not affect Placees' commitments as set out in this Announcement.

None of the Banks nor their respective Affiliates nor any person acting on its
or their behalf shall have any liability or responsibility to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision it 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 it 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 the
Banks.

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

Termination of the Placing Agreement

The Banks are entitled, at any time before Admission, to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) there has been a breach by the Company of any
of the warranties or any failure by the Company to perform any of its
obligations contained in the Placing Agreement; (ii) any statement contained
in any document or announcement issued or published in connection with the
Placing or the Acquisition being untrue, incorrect or misleading; (iii) there
has been a material adverse change in relation to the Group; (iv) there is a
cancellation or suspension by the FCA or the London Stock Exchange of trading
in the Company's securities; or (v) upon the occurrence of certain force
majeure events.

If circumstances arise that would allow the Banks to terminate the Placing
Agreement, they may nevertheless determine to allow Admission to proceed. By
participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under
"Conditions of the Placing" above and will not be capable of rescission or
termination by it after oral or written confirmation by the Banks following
the close of the Bookbuild.

By participating in the Placing, Placees agree that the exercise or
non-exercise by each Bank of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Banks or for agreement between the Company and the Banks (as the case may be)
and that neither the Company nor the Banks need make any reference to, or
consultation with, Placees and that neither they nor any of their respective
Affiliates nor any person acting on its or their behalf shall have any
liability to Placees whatsoever in connection with any such exercise or
failure to so exercise.

No prospectus

No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange or in any other
jurisdiction in relation to the Placing or Admission and no such prospectus is
required (in accordance with the Prospectus Regulation or the UK Prospectus
Regulation) to be published in the United Kingdom or any equivalent document
in any jurisdiction.

Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below) previously
published by or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to the further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
prospective placees.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company is exclusively the responsibility of the
Company and confirms to the Banks and the Company that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company (other than publicly available
information), the Banks or their respective Affiliates or any person acting on
its or their behalf. None of the Company, the Banks, any of their respective
Affiliates or any person acting on its or their behalf 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 (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company and the assets being acquired pursuant to the
Acquisition in accepting a participation in the Placing. Nothing in this
paragraph shall exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.

Restriction on further issue of securities

The Company has undertaken to the Banks that, between the date of the Placing
Agreement and 90 calendar days after (but including) the date of Admission, it
will not, without the prior written consent of the Joint Global Coordinators,
directly or indirectly issue or allot Ordinary Shares, subject to customary
exceptions and waiver by the Joint Global Coordinators.

By participating in the Placing, Placees agree that the exercise by the Joint
Global Coordinators of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Joint Global Coordinators and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to Placees
whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0001367019)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Banks and the Company
reserve the right to require settlement for, and delivery of, the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not possible or practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent an electronic contract note/trade
confirmation in accordance with the standing arrangements in place with the
relevant Bank 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
Bank and settlement instructions. It is expected that such electronic contract
note/trade confirmation will be despatched on or around 3 October 2024 and
that this will also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bank. In the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the Placing, the
Company and the Banks may agree that the Placing Shares will be issued in
certificated form.

The Company will deliver the Placing Shares to Morgan Stanley (CREST
Participant ID: 50703, Member Account ID: FIRM) as agent for the Company. The
Placing Shares will be credited to Morgan Stanley's CREST account by way of a
Registrars Adjustment and therefore British Land will not be required to enter
any form of receipt instruction into CREST. 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 on a delivery against payment basis.

It is expected that settlement will be on 7 October 2024 on a T+2 basis in
accordance with the instructions given to the Banks.

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 (2)
percentage points above SONIA as determined by the Banks.

Each Placee agrees that, if it does not comply with these obligations, the
Banks 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 Company's account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any Transfer Taxes imposed in any jurisdiction 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 Banks all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Banks lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note/trade 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 to as provided below, be so registered free from any liability
to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances
in which any other Transfer Taxes are payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares),
neither the Banks nor the Company shall be responsible for the payment of such
amounts.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any such prospective placee) with the
Banks (in their capacity as Joint Bookrunners, as agents of the Company in
respect of the Placing and as underwriters of the Placing Shares) and the
Company, in each case as a fundamental term of its application for Placing
Shares, that:

1.    it has read and understood this Announcement, in its entirety and
that its participation in the Bookbuild and the Placing and its subscription
for and purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and
undertakes not to redistribute or duplicate this Announcement and that it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;

2.    no offering document, prospectus, offering memorandum or admission
document has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation or the UK Prospectus Regulation and
it has not received and will not receive an offering document, prospectus,
offering memorandum or admission document in connection with the Bookbuild,
the Placing, the Company, Admission, the Placing Shares or otherwise;

3.    (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement and any information
publicly announced to a Regulatory Information Service by or on behalf of the
Company on or prior to the date of this Announcement; (ii) the Ordinary
Shares are admitted to the Equity Shares (Commercial Companies) category of
the Official List of the FCA and are admitted to trading on the main market of
the London Stock Exchange and that the Company is therefore required to
publish certain business and financial information in accordance with UK MAR
and the rules and practices of the London Stock Exchange and/or the FCA
(collectively and together with the information referred to in (i) above, the
"Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information 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; and (iii) it has had
access to such Exchange Information concerning the Company, the Placing and
the Placing Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has relied on
that investigation for the purposes of its decision to participate in the
Placing;

4.    none of the Banks, nor the Company nor any of their respective
Affiliates nor any person acting on its or their behalf has provided, and none
of them will provide, it with any material or information regarding the
Placing Shares, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, such information being all that it deems
necessary to make any investment decision in respect of the Placing Shares,
nor has it requested any Bank, the Company, or any of their respective
Affiliates or any person acting on its or their behalf to provide it with any
such material or information;

5.    unless otherwise specifically agreed with the Banks, that they are
not, and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to subscribe for the Placing Shares; and further acknowledges
that the Placing Shares have not been and will not be registered or otherwise
qualified, for offer and sale nor will an offering document, prospectus,
offering memorandum or admission document be cleared or approved in respect of
any of the Placing Shares under the securities legislation of the United
States, the United Kingdom or any other Restricted Territory and, subject to
certain exceptions, may not be offered, sold, transferred, delivered or
distributed, directly or indirectly, in or into those jurisdictions or in any
country or jurisdiction where any such action for that purpose is required;

6.    the content of this Announcement is exclusively the responsibility of
the Company and that none of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Exchange Information, and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement, the Acquisition Announcement or any
information previously published by or on behalf of the Company or otherwise;

7.    the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, that it
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by the Banks or
the Company and none of the Banks, the Company nor any of their respective
Affiliates nor any person acting on its or their behalf will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied solely on its own
investigation, examination and due diligence of the business, financial or
other position of the Company and the assets being acquired pursuant to the
Acquisition in deciding to participate in the Placing and that none of the
Banks nor any of their Affiliates nor any person acting on its or their behalf
have made any representations to it, express or implied, with respect to the
Company, the Bookbuild, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Exchange Information, and each of them
expressly disclaims any liability in respect thereof;

8.    it has not relied on any information relating to the Company
contained in any research reports prepared by any of the Banks or their
respective Affiliates or any person acting on its or their behalf and
understands that (i) none of the Banks nor any of their respective Affiliates
nor any person acting on its or their behalf has or shall have any liability
for public information or any representation; (ii) none of the Banks nor any
of their respective Affiliates nor any person acting on its or their behalf
has or shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii) none of
the Banks nor any of their respective Affiliates nor any person acting on its
or their behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or otherwise;

9.    the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being subscribed for
in connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;

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

11.  it and any person acting on its behalf is entitled to subscribe for and
purchase the Placing Shares under the laws of all relevant jurisdictions which
apply to it and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in the Banks, the Company or any of their respective
Affiliates or any person acting on its or their behalf acting in breach of the
legal or regulatory requirements of any jurisdiction in connection with the
Placing;

12.  it (and any person acting on its behalf) has all necessary capacity and
has obtained all necessary consents and authorities to enable it to commit to
its participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement) and will honour such
obligations;

13.  it has complied with its obligations under the Criminal Justice Act
1993, UK MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (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. If within a
reasonable time after a request for verification of identity, the Banks have
not received such satisfactory evidence, the relevant Bank may, in its
absolute discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to the Banks will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited;

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

15.  it will not acquire or subscribe for, or procure the acquisition or
subscription of, any new Ordinary Shares offered by the Company on or about
the date hereof on the PrimaryBid platform;

16.  if it is in a member state of the EEA, it is a Qualified Investor and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business only;

17.  if it is in the United Kingdom, it is a Relevant Person and undertakes
that it will subscribe for, hold, manage or dispose of any Placing Shares that
are allocated to it for the purposes of its business only;

18.  it understands that any investment or investment activity to which this
Announcement relates is available only to, in the United Kingdom, Relevant
Persons, and in any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons, and further understands that this
Announcement must not be acted on or relied on by persons who are not, in the
United Kingdom, Relevant Persons and, in any member state of the EEA,
Qualified Investors;

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

20.  where it is subscribing for the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to subscribe for the Placing Shares for each
managed account and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;

21.  if it is a pension fund or investment company, it represents, warrants
and undertakes that its subscription for Placing Shares is in full compliance
with applicable laws and regulations;

22.  if it is acting as a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation and Article 5(1) of the UK
Prospectus Regulation, that the Placing Shares subscribed for by it in the
Placing will not be subscribed for on a non-discretionary basis on behalf of,
nor will they be subscribed for with a view to their offer or resale to,
persons in a member state of the EEA other than Qualified Investors or persons
in the United Kingdom other than Relevant Persons, or in circumstances in
which the prior consent of the Banks has been given to the proposed offer or
resale;

23.  any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to Qualified
Investors or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in any member state of the EEA
within the meaning of the Prospectus Regulation;

24.  any offer of Placing Shares may only be directed at persons in the
United Kingdom who are Relevant Persons and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to the expiry of a
period of six months from Admission except to Relevant Persons or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in the United Kingdom within the meaning of the UK Prospectus
Regulation and section 85(1) of FSMA;

25.  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 the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and agrees that this Announcement has not been approved by any of the Banks in
their respective capacity as an authorised person under section 21 of FSMA
and it may not therefore be subject to the controls which would apply if it
was made or approved as financial promotion by an authorised person;

26.  it has complied and will comply with all applicable laws (including
without limitation, all relevant provisions of the FSMA in the UK) with
respect to anything done by it in relation to the Placing Shares;

27.  if it has received any inside information (as defined under the Market
Abuse Regulation) about the Company in advance of the Placing, it has not: (i)
dealt in the securities of the Company; (ii) encouraged or required another
person to deal in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by the Market Abuse Regulation,
prior to the information being made publicly available;

28.  (i) it (and any person acting on its behalf) has the funds available to
pay for, and has capacity and authority and is otherwise entitled to purchase
the Placing Shares under the laws of all relevant jurisdictions which apply to
it; (ii) it has paid any Transfer Taxes due in connection with its
participation in any territory; (iii) it has not taken any action which will
or may result in the Company, the Banks or any of their respective Affiliates
or any person acting on its or their behalf being in breach of the legal
and/or regulatory requirements and/or any anti-money laundering requirements
of any territory in connection with the Placing; and (iv) that the
subscription for and purchase of the Placing Shares by it or any person acting
on its behalf will be in compliance with applicable laws and regulations in
the jurisdiction of its residence, the residence of the Company, or otherwise;

29.  it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with the Terms and Conditions of
this Announcement on the due time and date set out herein against delivery of
such Placing Shares to it, failing which the relevant Placing Shares may be
placed with other Placees or sold as the Banks may in their absolute
discretion determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear any
Transfer Taxes due pursuant to the terms set out or referred to in this
Announcement which may arise upon the sale of such Placee's Placing Shares on
its behalf;

30.  its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
subscribe for, and that the Banks or the Company may call upon it to subscribe
for a lower number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;

31.  none of the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf is making any recommendations to it, or advising
it regarding the suitability or merits of any transactions it may enter into
in connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of the Banks and that the Banks
do not have any duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement nor for the
exercise or performance of any of the Banks' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right. In addition, it acknowledges and agrees that none of the
Banks nor their respective Affiliates are acting for the Company with respect
to the Subscription and will have no responsibilities, duties or liabilities,
whether direct or indirect, whether arising in tort, contract or otherwise in
connection with the Retail Offer or the Subscription or to any person in
connection with the Retail Offer or the Subscription;

32.  the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the
Company, the Banks nor any of their respective Affiliates nor any person
acting on its or their behalf will be responsible for any liability to
Transfer Taxes resulting from a failure to observe this requirement
("Indemnified Taxes"). Each Placee and any person acting on behalf of such
Placee agrees to indemnify each of the Company, the Banks and any of their
respective Affiliates and any person acting on its or their behalf on an
after-tax basis in respect of any Indemnified Taxes;

33.  the Placing Shares will be allotted to the CREST stock account of Morgan
Stanley who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions with
payment for the Placing Shares being made simultaneously upon receipt of the
Placing Shares in the Placee's stock account on a delivery versus payment
basis;

34.  these Terms and Conditions and any agreements entered into by it
pursuant to these Terms and Conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it subjects (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
Banks or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;

35.  each of the Banks, the Company, their respective Affiliates and any
person acting on its or their behalf will rely upon the truth and accuracy of
the representations, warranties, agreements, undertakings and acknowledgements
contained in this Announcement and which are given to each of the Banks on
their own behalf and on behalf of the Company and are irrevocable and it
irrevocably authorises each of the Banks and the Company to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters contained in this Announcement;

36.  it will indemnify on an after-tax basis and hold each of the Banks, the
Company and their respective Affiliates and any person acting on its or their
behalf harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of, directly or indirectly, or
in connection with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the provisions of this Appendix 1 shall survive after completion
of the Placing;

37.  it irrevocably appoints any director or authorised signatories of the
Banks as its agent for the purposes of executing and delivering to the Company
and/or its registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be taken up by
it under the Placing;

38.  its commitment to subscribe for Placing Shares on the terms set out
herein and in the electronic contract note/trade confirmation will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or the
Banks' conduct of the Placing;

39.  in making any decision to subscribe for the Placing Shares (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear, the economic risk
of participating in, and is able to sustain a complete loss in connection
with, the Placing, (iii) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group and the assets being acquired in the Acquisition
operate, and the terms of the Placing, including the merits and risks involved
and not upon any view expressed or information provided by or on behalf of the
Banks, (iv) it has had sufficient time and access to information to consider
and conduct its own investigation with respect to the offer and purchase of
the Placing Shares, including the legal, regulatory, tax, business, currency
and other economic and financial considerations relevant to such investment
and has so conducted its own investigation to the extent it deems necessary to
enable it to make an informed and intelligent decision with respect to making
an investment in the Placing Shares, (v) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of risk and
(vi) it will not look to the Banks or any of their respective Affiliates or
any person acting on its or their behalf for all or part of any such loss or
losses it or they may suffer;

40.  neither the Company, the Banks, their respective Affiliates nor any
person acting on its or their behalf owe any fiduciary or other duties to it
or any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;

41.  it may not rely on any investigation that any of the Banks or their
respective Affiliates or any person acting on its or their behalf may or may
not have conducted with respect to the Company and its Affiliates, the assets
being acquired in the Acquisition or the Placing and each of the Banks has not
made any representation or warranty to it, express or implied, with respect to
the merits of the Placing, the subscription for or purchase of the Placing
Shares, or as to the condition, financial or otherwise, of the Company and its
Affiliates and the assets being acquired in the Acquisition, or as to any
other matter relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to subscribe for the Placing Shares.
It acknowledges and agrees that no information has been prepared by, or is the
responsibility of, any of the Banks or their respective Affiliates or any
person acting on its or their behalf for the purposes of this Placing;

42.  it will not hold any of the Banks and/or any of their respective
Affiliates or any person acting on its or their behalf responsible or liable
for any misstatements in or omission from any publicly available information
relating to the Group or information made available (whether in written, oral
or in a visual or electronic form, and howsoever transmitted or made
available) relating to the Group or the assets being acquired in the
Acquisition and that no such person makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of such
information or accepts any responsibility for any of such information;

43.  in connection with the Placing, each of the Banks and any of their
respective Affiliates and any person acting on its or their behalf may take up
a portion of the Placing Shares as a principal position and in that capacity
may retain, purchase or sell for its own account such shares in the Company
and any other securities of the Company or related investments and may offer
or sell such shares, securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to the Banks or any
of their respective Affiliates or any person acting on its or their behalf, in
each case, acting in such capacity. In addition any of the Banks and any of
their respective Affiliates and any person acting on its or their behalf may
enter into financing arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such person(s) may from
time to time subscribe for, hold or dispose of such securities of the Company,
including the Placing Shares. None of the Banks nor any of their respective
Affiliates nor any person acting on its or their behalf intends to disclose
the extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so;

44.  a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Bank(s). Each of the Banks reserves the right to take up a
portion of the securities in the Placing as a principal position at any stage
at its sole discretion and will, inter alia, take account of the Company's
objectives, UK MiFIR and MiFID II requirements and/or its allocation policies;

45.  if it is in Australia, it is a "sophisticated investor" or a
"professional investor" within the meaning of sections 708(8) and (11) of the
Corporations Act and it understands and acknowledges that, for a period of 12
months from the date of this Announcement, no transfer of any interest in the
Placing Shares may be made to any person in Australia except to "sophisticated
investors" or "professional investors" or otherwise in accordance with section
707(3) of the Corporations Act;

46.  if it is in Canada:

a.     it understands that the offering of the Placing Shares is being
made on a private placement basis only in the provinces of British Columbia,
Alberta, Manitoba, Ontario and Quebec (the "Canadian Private Placement
Provinces") on a basis exempt from the requirement that the Company prepare
and file a prospectus with the relevant securities regulatory authorities
in Canada and as such, any resale of the Sale Shares must be made in
accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws;

b.     it is located and resident in one of the Canadian Private Placement
Provinces;

c.     it purchasing the Placing Shares as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian securities
laws, for investment only and not with a view to resale or redistribution;

d.     it is not an individual;

e.     it is an "accredited investor" as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as
such term is defined in section 73.3(1) of the Securities Act (Ontario), as
applicable;

f.      it is a "permitted client" as such term is defined in section 1.1
of National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations;

g.   it has not received any offering memorandum (as such term is defined
under Canadian securities law) from any party in respect of this offering or
the Placing Shares;

h.   it understand that any resale of the Placing Shares acquired by it in
this offering must be made in accordance with applicable Canadian securities
laws, which may vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a
transaction exempt from or not subject to the prospectus requirements or
otherwise under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory authority and
that these resale restrictions may under certain circumstances apply to
resales of the Placing Shares outside of Canada;

47.  it acknowledges that the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be prepared in respect of any of the
Placing Shares under the securities laws of the United States, or any state or
other jurisdiction of the United States, nor approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. The Placing Shares have not been registered
or otherwise qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares under the securities laws of
Australia, Canada, South Africa or Japan and, subject to certain exceptions,
may not be offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia, Canada, South
Africa or Japan or in any country or jurisdiction where any action for that
purpose is required;

48.  it understands and acknowledges that the Placing Shares are being
offered and sold by the Company (a) outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S; and (b) in the
United States only to persons reasonably believed to be QIBs in transactions
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. It and the prospective
beneficial owner of the Placing Shares is, and at the time the Placing Shares
are subscribed for will be, either: (i) outside the United States and
subscribing for the Placing Shares in an "offshore transaction" as defined in,
and pursuant to, Regulation S; or (ii) (a) a QIB that has executed and
delivered, or will execute or deliver, and agrees to be bound to the terms of,
the US Investor Letter, and (b) subscribing for the Placing Shares pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the Securities Act or with
any state or other jurisdiction of the United States. With respect to (ii)
above, a potential placee is subscribing for the Placing Shares for its own
account or for one or more accounts as to each of which it exercises sole
investment discretion and each of which is a QIB, for investment purposes only
and not with a view to any distribution or for resale in connection with the
distribution thereof in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of each such
account;

49.  the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act and
for so long as the Placing Shares are "restricted securities", it will not
deposit such shares in any unrestricted depositary facility established or
maintained by any depositary bank and it agrees to notify any transferee to
whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;

50.  it will not directly or indirectly offer, reoffer, resell, transfer,
assign, pledge or otherwise dispose of any Placing Shares except: (a) outside
the United States in "offshore transactions" defined in, and in accordance
with, Regulation S; (b) in the United States to a person that it and any
person acting on its behalf reasonably believes is a QIB who is purchasing for
its own account or for the account of another person who is a QIB pursuant to
Rule 144A under the Securities Act (it being understood that all offers or
solicitations in connection with such a transfer are limited to QIBs and do
not involve any means of general solicitation or general advertising); (c)
pursuant to Rule 144 under the Securities Act (if available); (d) to the
Company; or (e) pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act, and, if the Company
shall so require, subject to delivery to the Company of an opinion of counsel
(and such other evidence as the Company may reasonably require) that such
transfer or sale is in compliance with the Securities Act, in each case in
accordance with any applicable securities laws of any state or other
jurisdiction of the United States; and that that it will notify any transferee
to whom it subsequently reoffers, resells, pledges or otherwise transfers the
Placing Shares of the foregoing restrictions on transfer;

51.  the Company may be a passive foreign investment company ("PFIC") for US
federal income tax purposes, and it could be a PFIC in future years. If the
Company is a PFIC, then US taxable investors may be subject to adverse US tax
consequences in respect of their investment in the Company's shares; and

52.  no representation has been made as to the availability of the exemption
provided by Rule 144 or any other exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares.

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Banks (for their own benefit and, where relevant, the benefit
of their respective Affiliates and any person acting on its or their behalf)
and are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that neither the Company nor the Banks owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these Terms and
Conditions.

Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. None of
the Company, the Banks nor their respective Affiliates nor any person acting
on its or their behalf will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest, fines and penalties relating
thereto) or any other Transfer Taxes arising in relation to the Placing Shares
in any other circumstances.

Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Banks, the
Company nor their respective Affiliates nor any person acting on its or their
behalf will be liable to bear any interest or any Transfer Taxes that arise
(i) if there are any such arrangements (or if any such arrangements arise
subsequent to the subscription by Placees for Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each 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 Transfer Taxes undertakes to pay such Transfer Taxes forthwith  and
agrees to indemnify on an after-tax basis and hold the Banks and/or the
Company (as the case may be) and their respective Affiliates and any person
acting on its or their behalf harmless from any such Transfer Taxes. Each
Placee should, therefore, take its own advice as to whether any such Transfer
Tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any of the Banks or their respective Affiliates pursuant to
this Announcement where the payment (or any part thereof) is chargeable to any
tax, a basis such that the amount so payable shall be increased so as to
ensure that after taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the loss,
damage, cost, charge, expense or liability against which the indemnity is
given on such amount (including on the increased amount)) there shall remain a
sum equal to the amount that would otherwise have been so payable.

Miscellaneous

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any of the Banks 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. Each Placee acknowledges and is aware that the Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of
the Banks, any money held in an account with any of the Banks on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA.

The Placee acknowledges that the money will not be subject to the protections
conferred by the client money rules; as a consequence, this money will not be
segregated from the relevant Bank's money in accordance with the client money
rules and will be used by each of the Banks in the course of its own business;
and the Placee will rank only as a general creditor of the relevant Bank.

All times and dates in this Announcement may be subject to amendment by the
Banks and the Company (in their absolute discretion). The Banks shall notify
the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

The rights and remedies of the Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this
Appendix.

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

Each Placee may be asked to disclose in writing or orally to the Banks:

1.    if they are an individual, their nationality; or

2.    if they are a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.

 

Appendix 2 - Definitions

The following definitions apply throughout this Announcement unless the
context otherwise requires:

"£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"
are to the lawful currency of the UK.

"Acquisition" means the Company's proposed acquisition of seven retail parks
from funds managed by Brookfield , details of which are set out in the
Acquisition Announcement;

"Acquisition Agreement" means the agreement entered into by the Company on the
date of this Announcement pursuant to which it has made the Acquisition ;

"Acquisition Announcement" means the announcement published simultaneously
with this announcement regarding the Acquisition;

"Admission" means admission of the Placing Shares and the Retail Offer Shares
to the Equity Securities (Commercial Companies) listing category of the
Official List and to trading on the London Stock Exchange's main market for
listed securities;

"Affiliate" of any person means any other person that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such person and specifically includes subsidiaries,
branches, associated companies and holding companies and the subsidiaries of
such holding companies, branches, associated companies and subsidiaries; and
for these purposes "controlling person" means any person who controls any
other person; "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a person whether through the ownership of securities, by
contract or agency or otherwise; and the term "person" is deemed to include a
partnership, and this definition also includes the respective directors,
officers, employees, agents and advisers of all such persons;

"Announcement" means this announcement and its appendices;

"Banks" means Morgan Stanley, UBS and Goldman Sachs;

"Bookbuild" means the bookbuilding process to be commenced by the Banks to use
reasonable endeavours to procure placees for the Placing Shares at the Placing
Price, as described in this Announcement and subject to the terms and
conditions set out in this Announcement and the Placing Agreement;

"Canadian Investor Letter" means the investor representation letter in the
form provided by the Banks to prospective purchasers of Placing Shares that
are located or resident in Canada;

"Canadian Private Placement Provinces" the Canadian provinces of British
Columbia, Alberta, Manitoba, Ontario and Quebec;

"COBS" means Chapter 3 of the FCA Handbook Conduct of Business Sourcebook;

"Company" means The British Land Company plc;

"Corporations Act" means the Australian Corporations Act 2001 (Cth);

"CREST" means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;

"DTRs" means the Disclosure Guidance and Transparency Rules made by the FCA
pursuant to Part VI of FSMA;

"EU MAR" means the Market Abuse Regulation (EU) No.596/2014;

"EU Target Market Assessment" means the assessment that the Placing Shares are
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all permitted
distribution channels;

"Euroclear" means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales;

"Exchange Information" means certain business and financial information that
the Company is required to publish in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA;

"FCA" or "Financial Conduct Authority" means the UK Financial Conduct
Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as amended);

"Goldman Sachs" means Goldman Sachs International;

"Group" means the Company and its subsidiaries;

"Joint Global Coordinators" means Morgan Stanley and UBS;

"Joint Bookrunners" means Morgan Stanley, UBS and Goldman Sachs;

"Listing Rules" means the rules and regulations made by the FCA under FSMA;

"LSE" or "London Stock Exchange" means London Stock Exchange plc;

"Market Abuse Regulation" means EU MAR or UK MAR (as applicable);

"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;

"MiFID II Product Governance Requirements" means the product governance
requirements of (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures;

"Morgan Stanley" means Morgan Stanley & Co. International plc;

"Net Proceeds" means the net proceeds of the Placing, Retail Offer and
Subscription;

"New Ordinary Shares" means the Placing Shares, the Retail Offer Shares and
the Subscription Shares;

"Official List" means the list of publicly listed companies maintained by the
FCA;

"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;

"Ordinary Share" means an ordinary share of 25 pence each in the capital of
the Company;

"PFIC" means passive foreign investment company within the meaning of Section
1297 of the US Internal Revenue Code of 1986, as amended;

"Placee" means a person procured by a Bank to subscribe for Placing Shares;

"Placing" has the meaning given in the first paragraph of this Announcement;

"Placing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;

"Placing Price" means the price per Ordinary Share at which the Placing Shares
are placed;

"Placing Shares" means the new Ordinary Shares to be allotted and issued under
the Placing;

"PRA" or "Prudential Regulation Authority" means the UK Prudential Regulation
Authority;

"Pricing Agreement" has the meaning given to it in Appendix 1 to this
Announcement;

"Pricing Announcement" means the announcement published by the Company
confirming the results of the Placing on a Regulatory Information Service
immediately following the execution of the Pricing Agreement;

"Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;

"QIBs" means "qualified institutional buyers" as defined in Rule 144A of the
Securities Act;

"Qualified Investors" means qualified investors within the meaning of article
2(e) of the Prospectus Regulation;

"Regulation S" means Regulation S promulgated under the Securities Act;

"Regulations" means the Criminal Justice Act 1993, UK MAR and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001,
the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof;

"Regulatory Information Service" means an information service that is approved
by the FCA and on the FCA's list of Registered Information Services;

"Relevant Person" has the meaning given to it in Appendix 1 to this
Announcement;

"Restricted Territory" has the meaning given to it in Appendix 1 to this
Announcement;

"Retail Offer" means the conditional offer to be made by the Company on the
PrimaryBid platform of new Ordinary Shares at the Placing Price, the terms of
which will be detailed in a separate announcement by the Company published
shortly after this announcement;

"Retail Offer Shares" means the new Ordinary Shares to be allotted and issued
under the Retail Offer;

"Securities Act" means the US Securities Act of 1933, as amended;

"Subscription" means the proposed subscription for new Ordinary Shares by
certain directors of the Company;

"Subscription Shares" means the new Ordinary Shares proposed to be allotted
and issued under the Subscription;

"subsidiary" or "subsidiary undertaking" each have the meaning given to such
term in the Companies Act 2006;

"Terms and Conditions" means the terms and conditions of the Placing set out
in Appendix 1 to this Announcement;

"Trading Update" means the announcement published by the Company
simultaneously with this Announcement and providing an update on the Company's
trading in the first half of its financial year;

"Transfer Taxes" means any stamp duty or stamp duty reserve tax or any other
similar duties or taxes (including, without limitation, other stamp, issue,
securities, transfer, registration, capital, execution, or documentary or
other similar imposts, duties or taxes), together with any interest, fines and
penalties relating thereto;

"UBS" means UBS AG London branch;

"UK MAR" means the UK version of the Market Abuse Regulation (EU) No.596/2014
as it forms part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended and supplemented;

"UK MiFIR" means the UK version of the Market in Financial Instruments
Regulation (EU) 600/2014 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended and supplemented;

"UK Product Governance Rules" means the product governance requirements of
Chapter 3 of the FCA Handbook Product Intervention and Product Governance
Sourcebook;

"UK Prospectus Regulation" means the UK version of the Prospectus Regulation
(EU) 2017/1129 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented;

"UK Target Market Assessment" means the assessment that the Placing Shares are
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in Chapter 3 of COBS; and (ii) eligible for distribution through all
permitted distribution channels;

"uncertificated" or "in uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;

"United States" or "US" means the United States of America, its territories
and possessions, any state of the United States of America, the District of
Columbia and all other areas subject to its jurisdiction and any political
sub-division thereof; and

"US Investor Letter" means the investor representation letter in the form
provided by the Banks to QIBs in the United States.

 1  MSCI total property returns, 3 years from April 2021 to March 2024

 2  All numbers in this update have not been subject to review or audit by the
Group's external auditors

 3  Aggregate subscription estimate based on a closing share price of 440.20
pence per share on 1 October 2024

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