REG - Built Cybernetics - Placing and Subscription

Built CyberneticsAnnouncement

30/04/2026 07:02

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RNS Number : 4804C  Built Cybernetics PLC  30 April 2026

THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

 

30 April 2026

Built Cybernetics plc

("Built Cybernetics", the "Company", or, together with its subsidiaries, the
"Group")

 

Placing and Subscription to raise approximately £0.57 million

Proposed Retail Offer to raise up to £0.1 million

Appointment of joint broker

 

Built Cybernetics (AIM:BUC), the smart buildings group, announces that it has
conditionally raised, in aggregate, approximately £0.57 million (before
expenses) from certain new and existing investors via a placing and
subscription (the "Placing and Subscription") of 37,999,994 new ordinary
shares of one penny each in the share capital of the Company (the "New
Ordinary Shares") at an issue price of 1.5 pence per New Ordinary Share (the
"Issue Price") in two tranches. The Company also intends to raise up to a
further approximately £0.1 million (before expenses) by way of the Retail
Offer (as defined below, and together with the Placing and Subscription, the
"Fundraising").

 

As part of the Placing and Subscription, certain directors, a person
discharging managerial responsibilities ("PDMR") and a subsidiary director
have agreed to participate for a total of 10,333,332 New Ordinary Shares at
the Issue Price. Further details of the directors', PDMR's, and subsidiary
director's participation are set out below.

 

Of the funds raised pursuant to the Placing and Subscription, approximately
£0.135 million will be conditional, inter alia, on the approval by
shareholders at the Company's annual general meeting to be held on 22 May 2026
of resolutions to provide authority to the Directors to issue and allot
further New Ordinary Shares otherwise than on a non-pre-emptive basis, further
details of which are set out below.

 

Use of proceeds

 

It is intended that the aggregate net proceeds of the Placing and Subscription
will be utilised by the Group for:

 

·    continued development of the Group's Smart Core software to increase
its Annual Recurring Revenues;

 

·    M&A related costs as the Group seeks to pursue larger,
transformative acquisitions; and

 

·    general working capital purposes and the strengthening of the Group's
balance sheet.

 

 

Nick Clark, Chief Executive, commented:

"This Fundraise marks an important step forward for Built Cybernetics as we
continue to execute on our Smart Buildings strategy. The support we have
received from both new and existing investors in a challenging market reflects
a shared confidence in what we are building - a Group positioned to design,
deliver and operate smart, sustainable buildings from the ground up.

The proceeds will strengthen the balance sheet, allow us to focus on the
growth of the Group's recurring software revenues and pursue potential
acquisitions that we believe will re-rate this business over the medium term.
The inclusion of a Retail Offer via WRAP reflects our commitment to giving all
shareholders the opportunity to participate in that growth.

We are grateful to Allenby Capital for their support with the Fundraise and we
look forward to updating shareholders on our progress."

 

Further details of the Fundraising

In addition to the Placing and Subscription, the Company is proposing to raise
up to an additional approximately £0.1 million (before expenses) by way of a
retail offer to its existing shareholders of up to 6,666,666 New Ordinary
Shares at the Issue Price, which will form part of the Second Tranche Shares
(as defined below), to be conducted via the Winterflood Retail Access Platform
("WRAP") (the "Retail Offer"). A separate announcement will be made regarding
the Retail Offer and its terms. For the avoidance of doubt, the Placing and
Subscription are separate from, and do not form part of, the Retail Offer.

Given that the Company currently has limited authority to issue new ordinary
shares for cash on a non-pre-emptive basis the Fundraising is being conducted
in two tranches.  A total of approximately £0.435 million, representing the
issue of 28,999,995 New Ordinary Shares, has been conditionally raised within
the Directors' existing share allotment authorities (the "First Tranche
Shares").  Application has been made for the First Tranche Shares to be
admitted to trading on AIM and it is expected that their admission to AIM will
take place on or around 8 May 2026 ("First Admission").  The issue of the
First Tranche Shares is conditional, inter alia, upon First Admission taking
place.

The balance of the Placing and Subscription, being approximately £0.135
million representing the issue of 8,999,999 New Ordinary Shares, plus the
maximum of 6,666,666 New Ordinary Shares that may be issued under the Retail
Offer, (together the "Second Tranche Shares"), will be conditional upon, inter
alia, the passing of certain resolutions (granting the Directors authority to
issue and allot new ordinary shares otherwise than on a non-pre-emptive basis)
to be put to shareholders of the Company at the annual general meeting of the
Company which is expected to be held on 22 May 2026, whereby such authority
will be utilised by the Directors to enable the issue of the Second Tranche
Shares.  The issue of the Second Tranche Shares will also be conditional,
inter alia, on admission of the Second Tranche Shares to trading on AIM
("Second Admission").  Application will be made for the Second Tranche Shares
to be admitted to trading on AIM and it is expected that Second Admission will
take place on or around 25 May 2026.

The total number of New Ordinary Shares to be issued under the Fundraising,
assuming full take-up of the Retail Offer, will represent approximately 11.2
per cent. of the Company's enlarged issued share capital following Second
Admission.

 

Allenby Capital acted as Bookrunner in connection with the placing. The
Company also announces the appointment of Allenby Capital as joint broker to
Built Cybernetics with immediate effect.

 

Director and PDMR Participation

The following directors (including certain family members) and a PDMR have
agreed to participate in the Placing for New Ordinary Shares, all of which
will be Second Tranche Shares:

 Director/PDMR                          Position                  Approximate                  Number of New Ordinary Shares subscribed for   Total ordinary shares held on Second Admission

                                                                  Amount (£) subscribed for
 Nick Clark (including family members)  Chief Executive           £50,000                      3,333,333                                      47,864,872
 Freddie Jenner                         Chief Operating Officer   £30,000                      2,000,000                                      13,064,817
 Tony Barkwith                          Group Finance Director    £30,000                      2,000,000                                      12,000,000
 Jason Brameld                          Chief Technology Officer  £25,000                      1,666,666                                      7,451,776
 Total                                                            £135,000                     8,999,999                                      80,381,465

 

Subsidiary Director Subscription

 

Nick Viner, a director of the Company's subsidiary Aukett Swanke Limited, who
joined the board of that company on 31 December 2025 on its acquisition of his
interior design business, has agreed to subscribe for 1,333,333 New Ordinary
Shares at the Issue Price for a value of £19,999.99.

 

Related Party Approval

 

Each of Nick Clark and his family members, Freddie Jenner, Tony Barkwith,
Jason Brameld and Nick Viner are related parties of the Company for the
purposes of the AIM Rules. The non participating directors, being Clive
Carver, Robert Fry, and Tandeep Minhas, consider, having consulted with
Canaccord Genuity Limited as Nominated Adviser, that the terms of their
participation are fair and reasonable insofar as shareholders are concerned.

 

 

 Investor Enquiries                                              https://builtcybernetics.com/link/yV0nqr

                                                              (https://builtcybernetics.com/link/yV0nqr)
 We encourage all investors to share questions

 on this announcement via our investor hub
 Built Cybernetics plc                                          +44 (0)20 7843 3001

 Clive Carver, Chairman

 Nick Clark, Chief Executive
 Canaccord Genuity Limited, Nominated Adviser and joint broker  +44 (0)20 7523 8000

 Stuart Andrews

 Elizabeth Halley-Scott
 Allenby Capital Limited, joint broker                          +44 (0)20 3328 5656

 Nick Naylor, Alex Brearley (Corporate Finance)

 Jos Pinnington, Lauren Wright (Sales and Corporate Broking)

About Built Cybernetics plc

Built Cybernetics is a London-quoted PropTech group delivering Smart Buildings
and related services. The Group is uniquely positioned to ensure the technical
systems that run modern premises are designed as an integral part of the
structure, from the outset. By cross-selling smart buildings services
alongside our renowned architecture projects, the Group's strategy positions
Built Cybernetics plc to build beyond one-off project fees and generate
scalable and recurring revenues for our investors.

 

Subscribe to our news alert service: https://builtcybernetics.com/auth/signup
(https://builtcybernetics.com/auth/signup)

 

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.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND
SUBSCRIPTION. THIS ANNOUNCEMENT 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: (1)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS
WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND
ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED
INVESTORS"), AND PERSONS WHO ALSO; (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WISHING TO PARTICIPATE IN THE PLACING AND SUBSCRIPTION WHO ARE NOT
RELEVANT PERSONS. PARTICIPATION IN THE PLACING AND SUBSCRIPTION IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN BUILT CYBERNETICS PLC.

ELIGIBILITY REQUIREMENTS RELATING TO PARTICIPATION IN THE RETAIL OFFER WILL BE
SET OUT IN A SEPARATE ANNOUNCEMENT BY THE COMPANY.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED BY LAW. ACCORDINGLY, NEITHER THIS DOCUMENT, NOR ANY OTHER
MATERIAL RELATING TO THE FUNDRAISING OR OTHER TRANSACTIONS NOTED IN THIS
DOCUMENT, MAY BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION EXCEPT UNDER
CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND
REGULATIONS. PERSONS OUTSIDE THE UNITED KINGDOM INTO WHOSE POSSESSION THIS
DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH
RESTRICTIONS.

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 WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN 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 NEW ORDINARY SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.

The distribution of this Announcement and/or the Fundraising and/or issue of
the New Ordinary Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Allenby Capital (as defined below) or
any of their respective affiliates, agents, directors, officers, consultants,
partners or employees ("Representatives") that would permit an offer of the
New Ordinary Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Ordinary Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Allenby
Capital to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and 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, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the New Ordinary Shares is being made in any such jurisdiction.

All offers of the New Ordinary Shares in the EEA will be made pursuant to an
exemption from the requirement to produce a prospectus under the EU Prospectus
Regulation. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000 (as amended) does not require the approval of the
relevant communication by an authorised person. The Fundraising is excepted
from the prohibition on offers to the public set out in Regulation 12 of the
Public Offer and Admission to Trading Regulations 2024 ("POATR") as the New
Ordinary Shares will, if issued, be admitted to trading on AIM (being a
primary MTF within the meaning of Regulation 8 of POATR). No offering
document, prospectus or admission document has been or will be prepared or
submitted to be approved by the FCA (or any other authority, including the
London Stock Exchange) in relation to the Fundraising.

The New Ordinary Shares have not been 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 Fundraising or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, 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 from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares;
and the New Ordinary 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 the United States, Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
by the FCA, is acting as broker for the Company in connection with the placing
and will not be acting for any other person (including a recipient of this
document) or otherwise be responsible to any person for providing the
protections afforded to clients of Allenby or for advising any other person in
respect of the Fundraising or any transaction, matter or arrangement referred
to in this document.

Canaccord Genuity Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser to the Company. The
responsibilities of Canaccord Genuity Limited as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not owed to the
Company or to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the Company in
reliance on any part of this announcement, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Allenby Capital by FSMA or the regulatory regime established thereunder,
Allenby Capital has not authorised the contents of, or any part of, this
document and neither Allenby Capital nor any of its Representatives make any
representation or warranty, express or implied, or accept any responsibility
whatsoever, as to, or in relation to, the contents of this document, including
its accuracy, completeness or verification, or as to, or in relation to, any
other statement made or purported to be made by it, or on its behalf, in
connection with the Company or the Fundraising. All and any liability whether
arising in tort, contract or otherwise (save as referred to above) in respect
of this document or any such statement are accordingly disclaimed. No
statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

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

The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the New
Ordinary Shares to be issued pursuant to the Fundraising have been subject to
a product approval process, which has determined that such securities are: (i)
compatible with an end target market of investors who meet the criteria of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (for the purposes
of UK Product Governance Requirements) should note that: (a) the price of the
New Ordinary Shares to be issued pursuant to the Fundraising may decline and
investors could lose all or part of their investment; (b) the New Ordinary
Shares to be issued pursuant to the Fundraising offer no guaranteed income and
no capital protection; and (c) an investment in the New Ordinary Shares to be
issued pursuant to the Fundraising is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.  The
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Fundraising.  Furthermore, it is noted that, notwithstanding the Target
Market Assessment, Allenby Capital will only procure investors who meet the
criteria of professional clients and eligible counterparties.

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

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares to be issued pursuant to the
Fundraising and determining appropriate distribution channels.

 

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