REG - Cel AI PLC - Proposed placing by way of ABB and notice of GM

CEL AIAnnouncement

27/06/2025 17:30

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RNS Number : 8400O  Cel AI PLC  27 June 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF OXFORD BIODYNAMICS PLC IN ANY
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED
("MAR").  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO
LONGER CONSTITUTE INSIDE INFORMATION.

 

27 June 2025

 

CEL AI PLC

(the "Company")

 

Proposed Placing to raise a minimum of £7.5 million by way of an accelerated
bookbuild,

including a subscription of £1.25 million from OAK Securities and certain
other investors,

and

Notice of General Meeting

 

Cel AI PLC (LSE: CLAI) announces its intention to raise gross proceeds of a
minimum of £7.5 million (before expenses) (the "Fundraising") by way of a
placing ("Placing") of 3,750,000,000 new ordinary shares of 0.1p each in the
share capital of the Company ("Ordinary Shares") with institutional and
accredited investors ( "Placing Shares") by its newly appointed broker, OAK
Securities, and a direct subscription by OAK Securities and certain other
investors for 625,000,000 new Ordinary Shares ("Subscription Shares" and
together with the Placing Shares, "New Shares"), in each case at an issue
price of 0.2p per New Share ("Issue Price").

 

The Issue Price represents a discount of 62% to the closing share price of
0.53p per share on 26 June 2025 (being the last practicable date prior to the
announcement of the Fundraising).

 

Key features of the Fundraising

·       The Company is raising a minimum of £7.5 million, including
the 'cornerstone investment' of £1 million by OAK Securities and an intended
investment of £250,000 by Olivia Edwards, Executive Chairperson.

·       The Company will use the net proceeds of the Fundraising to
acquire additional Bitcoin, as part of the Company's previously announced
Bitcoin Treasury Reserve Strategy, and fund ongoing operations.

·       £500,000 of the investment from OAK Securities will be
advanced to the Company on or around the date of this announcement to enable
an immediate acquisition of additional Bitcoin.

·       The Issue Price of 0.2p per New Share represents a discount of
62% to the closing mid-market price on 26 June 2025 of 0.53 pence per
Ordinary Share.

·       A circular to shareholders, containing formal notice of the a
general meeting (to be held at 14:00 on 17 July 2025) ("General Meeting") will
be available on the Company's website, and is expected to be posted to
shareholders, on 1 July 2025.

 

Olivia Edwards, Executive Chairperson of Cel AI PLC, said:

"We are thrilled to have secured the support of existing and new investors to
help fuel our growth.

 

These funds will drive our mission to integrate Ai innovation with a robust
Bitcoin treasury strategy, positioning Cel AI as a leader in this
transformative space on the London Stock Exchange."

 

Details of the Fundraising

 

OAK Securities has entered into a placing agreement with the Company (the
"Placing Agreement"). Under the terms of the Placing Agreement, OAK Securities
has agreed, subject to certain conditions, to use its reasonable endeavours to
procure placees for the Placing Shares.

 

The Placing will be conducted by way of an accelerated bookbuild process
("Accelerated Bookbuild") managed by OAK Securities as bookrunner. The
Accelerated Bookbuild will open immediately following this announcement.  The
timing of the closing of the Bookbuild and allocations are at the absolute
discretion of OAK Securities and the Company.  It is currently envisaged that
the result of the Accelerated Bookbuild is expected to be announced by the
Company at approximately 07:00 on 30 June 2025.

 

The New Shares, when issued and fully paid, will rank pari passu in all
respects with the existing Ordinary Shares in issue and therefore will rank
equally for all dividends or other distributions declared, made or paid after
the issue of the New Shares.

 

Immediately upon their issue and allotment, the New Shares will not be
admitted to the Official List maintained by the Financial Conduct Authority
(FCA) or to trading on the main market for listed securities operated by the
London Stock Exchange plc (Admission). The Company will prepare and submit to
the FCA a draft prospectus in respect of the New Shares. Upon and subject to
the FCA's approval of that prospectus, the Company will formally apply for
Admission of the New Shares as soon as practicable.

 

The Placing Agreement contains customary warranties from the Company in favour
of OAK Securities in relation to, amongst other things, the accuracy of the
information in this announcement and other matters relating to the Company and
its business. In addition, the Company has agreed to indemnify OAK Securities
in relation to certain liabilities it may incur in respect of the Fundraising.

 

OAK Securities has the right to terminate the Placing Agreement in certain
circumstances prior to the General Meeting, in particular, in the event of a
breach of the warranties given in the Placing Agreement, breach by the Company
of any of its material obligations under the Placing Agreement or occurrence
of any material new factor, mistake or inaccuracy relating to the information
in this announcement or the circular (as described below).

 

Posting of Shareholder Circular and Notice of General Meeting

 

90,726,389 Subscription Shares ("Unconditional New Shares") are to be issued
and allotted to OAK Securities on or around the date of this announcement. The
issue and allotment of the balance of the New Shares ("Conditional New
Shares") is conditional upon, inter alia, the passing of the certain
resolutions to be proposed at the General Meeting ("Resolutions"). The Placing
has not been underwritten. If the Resolutions are not passed, the Fundraising,
as far as it relates to the issue and allotment of the Conditional New Shares,
will not complete and the respective proportion of the proceeds of the
Fundraising will not be received by the Company.

 

A circular to shareholders convening the General Meeting will be posted on 1
July 2025 and will be available to download on the Company's website at
www.getcel.ai/investors.

 

Use of Proceeds

 

The Company has recently announced that it had approved a Bitcoin (BTC)
Treasury Reserve Strategy, aligning the Company with the growing cohort of
public companies integrating digital assets into corporate treasury
management. By adopting this approach, the Company aims to diversify its
balance sheet and enhance capital-allocation flexibility.

 

The net proceeds from the proposed fundraising will be used to acquire BTC and
fund ongoing operations, enhancing the Company's capital allocation
flexibility and providing a potential hedge against inflation while
diversifying our balance sheet.

 

The £500,000 of proceeds ("Advance Funds") from the subscription by OAK
Securities for the Unconditional New Shares will enable the Company to acquire
BTC immediately on receipt by the Company and ahead of the General Meeting. If
the Resolutions are not passed, the amount of circa £137,094 (corresponding
to the proportion of the Advance Funds payable for Conditional New Shares,
subject to the passing of the Resolutions) will be repaid to OAK Securities.

 

Appointment of OAK Securities a Broker to the Company

 

Oak Securities will be appointed as Broker to the Company, such appointment to
take effect from 17 July 2025.  As part of its fee, Oak Securities has agreed
to receive new Ordinary Shares at the Issue Price in lieu of cash settlement
("Fee Shares").  Additionally, Oak Securities shall be granted warrants to
subscribe for new Ordinary Shares at the Issue Price, which are exercisable
for a period of three years.

 

Application will be made for Admission of the Fee Shares at the same time as
application for Admission of the New Shares.

 

 

Enquiries:

 Cel AI PLC                              investors@cel.ai
 Olivia Edwards, Executive Chairperson

 OAK Securities - Broker to Cel AI PLC   +44 20 3973 3678 / +44 7432 270007

jerry.keen@oak-securities.com
 Jerry Keen / Calvin Man
calvin.man@oak-securities.com

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Publication of the Circular                                           1 July 2025
 Latest time and date for receipt of Forms of Proxy                    14.00 p.m. on 15 July 2025
 General Meeting                                                       14.00 p.m. on 17 July 2025
 Announcement of results of General Meeting                            17 July 2025
 Commencement of dealings in the New Shares                            18 July 2025
 Crediting of the New Shares in uncertificated form to CREST accounts  18 July 2025

 

Notes:

1.  All references to times in this announcement are to London time.

2.  The dates and times set out in the above timetable and in the rest of
this announcement are indicative and are subject to change. If any such dates
and times should change, the revised times and/or dates will be notified by
announcement via RNS.

3.  All events in the above timetable scheduled to take place after the
General Meeting are conditional on the approval by the shareholders of the
Resolutions.

 

 

APPENDIX

 

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.

 

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) (THE "ANNOUNCEMENT") 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, JAPAN, THE REPUBLIC OF IRELAND THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.

 

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.

 

These Terms and Conditions do not constitute an offer or invitation to
acquire, underwrite or dispose of, or any solicitation of any offer or
invitation to acquire, underwrite or dispose of, any Placing Shares or other
securities of the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such jurisdiction.
Persons who seek to participate in the Placing ("Placees") must inform
themselves about and observe any such restrictions and must be persons who are
able to lawfully receive this Announcement in their jurisdiction. In
particular, these Terms and Conditions do not constitute an offer or
invitation (or a solicitation of any offer or invitation) to acquire,
underwrite or dispose of or otherwise deal in any Placing Shares or other
securities of the Company in the United States of America, its territories and
possessions ("United States"), Canada, Australia, Japan, Republic of Ireland
or the Republic of South Africa or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful ("Restricted
Jurisdiction").

 

The Placing Shares 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 or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, taken
up, renounced, delivered or transferred, directly or indirectly, in the United
States or to or by a person resident in or for the account of any person in
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.

 

No public offering of the Placing Shares is being made in the United Kingdom
or elsewhere. Members of the public are not eligible to take part in the
placing and no public offering of Placing Shares is being or will be made.
This Announcement and the terms and conditions set out and referred to in it
are directed only at persons selected by OAK Securities who are (a) if in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments falling within article 19(1) of The Financial Services
and Markets Act (Financial Promotion) Order 2005, as amended ("FPO") and who
fall within the definition of 'investment professionals' in article 19(5) of
the FPO or fall within the definition of 'high net worth companies,
unincorporated associations etc.' in article 49(2)(a) to (d) of the FPO and
(ii) are 'qualified investors' ("UK Qualified Investors") being persons within
the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) as it
forms part of UK domestic law  by virtue of, the European Union (Withdrawal)
Act 2018 (as amended) (the "UK Prospectus Regulation"); (b) if in a member
state of the European Economic Area ("EEA"), persons who are 'qualified
investors' ("EEA Qualified Investors") being persons falling within the
meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"); or (c) persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (a), (b) and (c) together being
referred to as "Relevant Persons").

 

No action has been taken by the Company, OAK Securities, or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement.

 

This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company. This Announcement and the terms and
conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Distribution of this Announcement in certain
jurisdictions may be restricted or prohibited by law. Persons distributing
this announcement must satisfy themselves that it is lawful to do so.

 

These Terms and Conditions apply to Placees, each of whom confirms his or its
agreement, whether by telephone or otherwise, with OAK Securities, the sole
broker, to subscribe and pay for Placing Shares in the Placing, and hereby
agrees with OAK Securities and the Company to be legally and irrevocably bound
by these Terms and Conditions which will be the Terms and Conditions on which
the Placing Shares will be acquired in the Placing and each such Placee is
deemed to have read and understood this Announcement in its entirety
(including this Appendix) and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this Appendix.

 

These Terms and Conditions must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which the
Terms and Conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. A Placee may not
assign, transfer, or in any manner, deal with its rights or obligations under
the agreement arising from the acceptance of the Placing, without the prior
written agreement of OAK Securities or in accordance with all relevant
requirements.

 

All times and dates in this Appendix are references to times and dates in
London (United Kingdom).

 

Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast 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.

 

OAK Securities is a trading name of Merlin Partners LLP, which s authorised
and regulated by the FCA in the United Kingdom. OAK Securities is acting
exclusively for the Company and for no one else in connection with the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of OAK Securities or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.

 

Save for the responsibilities and liabilities, if any, of OAK Securities under
FSMA or the regulatory regime established thereunder or in respect of
fraudulent misrepresentation, 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 or on behalf of OAK Securities or by its
affiliates, agents, directors, officers and employees as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

 

Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given, will be deemed to have read and understood this Announcement
in its entirety and to be making such offer on these Terms and Conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that:-

i.  it is a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;

ii.  it is acquiring the Placing Shares for its own account or for an account
with respect to which it exercises sole investment discretion;

iii.  if it is in the United Kingdom and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, any Placing Shares acquired by it in the Placing will not be
acquired or subscribed for on a non-discretionary basis on behalf of, nor will
they be acquired or subscribed for with a view to their offer or resale to
persons in the United Kingdom other than to UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in the United Kingdom to UK Qualified Investors,
or in circumstances in which the prior consent of OAK Securities has been
given to each such proposed offer or resale; and

iv.  if it is in a member state of the EEA and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation, any Placing Shares acquired or subscribed for by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired or subscribed for with a view to their offer or resale to persons
in any member state of the EEA other than to EEA Qualified Investors or 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 EEA Qualified
Investors, or in circumstances in which the prior consent of OAK Securities
has been given to each such proposed offer or resale.

 

OAK Securities does not make any representation to any Placees regarding an
investment in the Placing Shares.

 

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

 

All obligations of OAK Securities under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement, including
(without limitation) those referred to below under 'Conditions of the
Placing'.

 

Information to Distributors

 

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 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 Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of 'retail investors' and
investors who meet the criteria of 'professional clients' and 'eligible
counterparties', each as defined in the FCA Conduct of Business Sourcebook;
and (ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment").

 

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/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 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 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 distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment" and, together with the UK
Target Market Assessment, the "Target Market Assessments").

 

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.  The Target Market Assessments are 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
Target Market Assessments, OAK Securities will only procure investors who meet
the criteria of 'professional clients' or 'eligible counterparties'.

 

For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively of the FCA Handbook Conduct of Business
Sourcebook (for the purposes of the UK Target Market Assessment) or MiFID II
(for the purposes of the EU Target Market Assessment); 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.

 

Timetable for the Placing

 

Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed.  The New Shares will be allotted on 17 July 2025, conditional
upon passing of the Resolutions.

 

Terms of the Placing

 

OAK Securities has, prior to the notification of this Announcement to the RNS,
entered into the Placing Agreement with the Company under which OAK Securities
has undertaken, on the terms and subject to the conditions set out therein, to
use its reasonable endeavours as agent of the Company, to procure Placees for
the Placing Shares. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing.

 

Each Placee's commitment to subscribe for Placing Shares under the Placing and
to participate in the Bookbuild (as defined below) will be agreed (by email,
orally or otherwise) with OAK Securities and such agreement will constitute a
binding irrevocable commitment by a Placee, subject to the Terms and
Conditions set out in this Appendix, to subscribe for and pay for Placing
Shares at the Issue Price. Such commitment is not capable of variation,
termination or rescission by the Placee in any circumstances except fraud.
Upon such agreement, each Placee has an immediate, separate, irrevocable and
binding obligation owed to OAK Securities, as agent for the Company, to pay
OAK Securities (or as it may direct) in cleared funds an amount equal to the
product of the Issue Price and the total number of Placing Shares such Placee
has agreed to subscribe for in the Placing. All such obligations are entered
into by the Placee with OAK Securities, acting in its capacity as agent of the
Company, and are therefore directly enforceable by the Company.

 

Each Placee's allocation of Placing Shares will be agreed between OAK
Securities and the Company and will be confirmed by email or orally to each
Placee by OAK Securities (as agent for the Company) as soon as possible
following the closing of the Bookbuild and confirmed in writing, including the
aggregate amount owed by such Placee to OAK Securities and settlement
instructions ("Contract Confirmation"). The confirmation to such Placee by OAK
Securities (as agent for the Company) constitutes an irrevocable legally
binding commitment upon that person (who will at that point become a Placee)
in favour of OAK Securities and the Company to subscribe for the number of
Placing Shares allocated to it at the Placing Price on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association. All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under 'Conditions of the
Placing' and to the Placing not being terminated on the basis referred to
below under 'Right to terminate the Placing Agreement'. By participating in
Placing, each Placee agrees that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below and will not
be capable of rescission or termination by the Placee.

 

OAK Securities and its affiliates are entitled to enter bids as principal in
the Placing.

 

Irrespective of the time at which a Placee's allocation pursuant to the
Placing is 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'.

 

The Company confirms that the Placing Shares will when issued, subject to the
constitution of the Company, rank pari passu in all respects and form one
class with the existing Ordinary Shares of the Company in issue as at the date
of this announcement, including the right to receive dividends or other
distributions after the date of issue of the Placing Shares, if any. The
Placing Shares are or will be issued free of any encumbrance, lien or other
security interest.

 

Applications for Admission

 

Immediately upon their issue and allotment, the New Shares will not be
admitted to the Official List maintained by the Financial Conduct Authority
(FCA) or to trading on the main market for listed securities operated by the
London Stock Exchange plc. The Company will apply for Admission of the New
Shares as soon as practicable upon, and subject to, the FCA's approval of a
prospectus in respect of the New Shares.  Subject to the Resolutions being
passed at the General Meeting, the details of which are set out in the
Circular, it is anticipated that settlement of the Placing Shares is
anticipated to become effective on 18 July 2025.

 

Bookbuild

 

The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of OAK Securities and the Company.
It is currently envisaged that the result of the Bookbuilding Process will be
announced via the RNS on Monday, 30 July 2025 at or around 7.00 a.m.

 

Scaling back

 

OAK Securities (after consulting with the Company) reserves the right to scale
back the number of Placing Shares to be subscribed by any Placee or the number
of Placing Shares to be subscribed for by all Placees in aggregate. OAK
Securities also reserves the right not to offer allocations of Placing Shares
to any person and not to accept offers to subscribe for Placing Shares or to
accept such offers in part rather than in whole.  OAK Securities shall be
entitled to effect the Placing by such alternative method to the Bookbuild as
it shall in its sole discretion lawfully determine in the exercise of its
appointment and the powers, authority and discretion conferred on it as the
sole broker.

 

To the fullest extent permissible by law, neither OAK Securities nor any
holding company of OAK Securities, nor any subsidiary, branch or affiliate of
any of OAK Securities (each an "Affiliate") nor any person acting on behalf of
any of the foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular,
neither OAK Securities, nor any of its Affiliates nor any person acting on
behalf of any such person shall have any liability to Placees in respect of
its conduct of the Placing.

 

Placing Agreement

 

Pursuant to the Placing Agreement, OAK Securities has agreed on behalf of and
as agent of the Company to use its reasonable endeavours to procure persons to
subscribe for the Placing Shares at the Placing Price, subject to these Terms
and Conditions. The Placing will not be underwritten.

 

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 obligations of OAK Securities under the Placing Agreement in respect of
the Placing Shares are conditional, inter alia, on:-

(i)  the Company allotting the Placing Shares in accordance with the Placing
Agreement;

(ii)  the Company having complied with its obligations under the Placing
Agreement; and

(iii)  the passing of the Resolutions taking place not later than 17.00 p.m.
on 17 July 2025 or such later time or date as the Company and OAK Securities
may otherwise agree (but not being later than the Long Stop Date).

 

The Placing Agreement contains, inter alia, certain warranties and indemnities
from the Company for the benefit of OAK Securities.

 

If any of the conditions contained in the Placing Agreement ("Conditions") are
not fulfilled (or, where appropriate, waived in whole or part by OAK
Securities) by the times and dates stated (or such later dates as OAK
Securities and the Company may agree, being not later than 31 July 2025 the
Placing Agreement shall cease and determine and no party to the Placing
Agreement will have any claim against any other party for costs, damages,
charges, compensation or otherwise except that, amongst other things, OAK
Securities shall return to prospective Placees, in accordance with the Terms
and Conditions, any monies received from them.

 

OAK Securities may, in its absolute discretion and upon such terms as it
thinks fit, waive or extend the time for fulfilment of all or any part of any
of the Conditions which are capable of waiver or extension by them, but
provided that the latest time for fulfilment of any Condition shall not be
later than on 31 July 2025. Any such waiver or extension will not affect
Placees' commitments as set out in this Announcement.

 

Right to terminate the Placing Agreement

 

OAK Securities may, in its absolute discretion, terminate the Placing
Agreement, inter alia, if:-

(i)  the Company is in breach of any of its material obligations under the
Placing Agreement or cannot comply with any such material obligation;

(ii)  any of the Warranties is, or as repeated immediately prior to the
General Meeting (by reference to the facts, circumstances and knowledge,
opinions, intentions and expectations of the Company) would cause it to be
untrue or inaccurate or misleading in any material respect; or

(iii)             there occurs or arises prior to the General
Meeting any significant change or new material matter which would require to
be notified to shareholders of the Company or potential Placees (except to the
extent that a supplementary announcement or a supplementary Circular is
published by the Company); or

(v)  the Company is in material breach of the Companies Act 2006 (as amended
from time to time), MAR, the Disclosure Guidance and Transparency Rules
("DTRs"), the FSMA or any other laws or regulations to which the Company or
any Group Company and/or the Directors are subject from time to time and, to
the extent it can be remedied, such breach has not been remedied within five
(5) Business Days;

(vi)  OAK Securities (acting reasonably, in good faith and at its sole
discretion) is not satisfied that it can proceed with the Placing without
defaulting on its responsibilities under the FSMA, MAR or any other material
regulatory requirement; or

(vii)  any event of 'Force Majeure' (as defined in the Placing Agreement)
occurs prior to the General Meeting which prevents any party not seeking to
terminate from performing its obligations under this Agreement; or

(ix)  it shall come to the notice of OAK Securities that any statement
contained in this Announcement or the Circular (or any amendment or supplement
thereto) is or has become untrue, inaccurate or misleading in any material
respect, or matters have arisen which would, if this Announcement and/or the
Circular were issued at that time, constitute a material omission therefrom
(except to the extent that a supplementary announcement or a supplementary
Circular is published by the Company).

 

Following the General Meeting, the Placing Agreement is not capable of
termination to the extent it relates to the Placing of any of the Placing
Shares.

 

The exercise by OAK Securities of a right of termination (or any right of
waiver exercisable by OAK Securities contained in the Placing Agreement or the
exercise of any discretion under the Terms and Conditions set out herein is
within the absolute discretion of OAK Securities and OAK Securities will not
have any liability to Placees whatsoever in connection with any decision to
exercise or not exercise any such rights.

 

By accepting the Placing Shares referred to in the Announcement to which this
Appendix is annexed, each Placee agrees that, without having any liability to
such Placee, OAK Securities may exercise the right: (i) to extend the time for
fulfilment of any of the conditions in the Placing Agreement (provided that
Placees' commitments are not extended beyond the Long Stop Date); (ii) to, in
their absolute discretion, waive, in whole or in part, fulfilment of certain
of the conditions (but not including Admission); or (iii) to terminate the
Placing Agreement, in each case without consulting Placees (or any of them).

 

If any of the conditions in the Placing Agreement are not satisfied (or, where
relevant, waived), the Placing Agreement is terminated or the Placing
Agreement does not otherwise become unconditional in all respects, the Placing
will not proceed and all funds delivered by Placees to OAK Securities pursuant
to the Placing and this Appendix will be returned to Placees at their risk
(without interest), and Placees' rights and obligations under the Placing
shall cease and determine at such time and no claim shall be made by Placees
in respect thereof.

 

Registration and Settlement

 

Irrespective of the time at which the Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made on the basis explained
below.

 

Settlement of transactions in the Placing Shares (ISIN: GB00BK964W87)
following Admission will take place on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation within the
CREST system ("CREST") (subject to certain exceptions). OAK Securities
reserves the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in the Announcement or would not be
consistent with the regulatory requirements in the jurisdiction of any Placee.

 

Following despatch of Contract Confirmations, Placees will be required to
confirm by email to OAK Securities (as agent for the Company) the CREST
account details in their names or in the names of their CREST nominees to
which their Placing Shares should be credited.

 

Subject to the Resolutions being passed at the General Meeting, the details of
which are set out in the Circular, it is expected that settlement for Placing
Shares will take place at 8.00 a.m. on 18 February 2025 unless otherwise
notified by OAK Securities.

 

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 2
percentage points above the base rate of Barclays Bank Plc as determined by
OAK Securities, with interest compounded on a daily basis.

 

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

 

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

 

The Company confirms that, insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered free from
any liability to UK stamp duty or stamp duty reserve tax or securities
transfer tax.

 

Placees will not be entitled to receive any fee or commission in connection
with the Placing.

 

Further Terms, Confirmations and Warranties

 

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings (as the case
may be) to OAK Securities (in its capacity as sole broker and as agent of the
Company) and the Company and their respective directors, agents and advisers,
in each case as a fundamental term of its offer to acquire and subscribe for
Placing Shares:

1.  each Placee confirms, represents and warrants that it has read and
understood the Announcement (including this Appendix) in its entirety and
acknowledges that its Placing Participation will be governed by the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings in this Appendix;

2.  each Placee acknowledges and agrees that its Placing Participation on the
Terms and Conditions set out in this Appendix is legally binding, irrevocable
and is not capable of termination or rescission by such Placee in any
circumstances and that it has the funds available to pay the Placing Price in
respect of the Placing Shares for which it has given a commitment under the
Placing;

3.  each Placee confirms, represents and warrants that it has not relied on,
received or requested nor does it have any need to receive, any prospectus,
offering memorandum, listing particulars or any other document (other than the
announcement of which this Appendix forms part), any information given or any
representations, warranties, agreements or undertakings (express or implied),
written or oral, or statements made at any time by the Company or OAK
Securities or by any subsidiary, holding company, branch or associate of the
Company or any of OAK Securities or any of their respective officers,
directors, agents, employees or advisers, or any other person in connection
with the Placing, the Company and its subsidiaries or the Placing Shares and
that in making its application under the Placing it is relying solely on the
information contained in the Announcement and this Appendix and it will not be
relying on any agreements by the Company and its subsidiaries or OAK
Securities, or any director, employee or agent of the Company or of OAK
Securities other than as expressly set out in this Appendix, for which neither
OAK Securities nor any of its directors and/or employees and/or person(s)
acting on their behalf shall to the maximum extent permitted under law have
any liability except in the case of fraud;

4.  each Placee acknowledges that the content of 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 is
exclusively the responsibility of the Company and that none of OAK Securities,
any of its Affiliates, directors, officers, employees or agents, or any person
acting on behalf of any of them 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 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, any information previously published
by or on behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that 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, 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, such information being all that
it deems necessary 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 OAK
Securities or the Company, or any of their respective affiliates or any person
acting on behalf of any of them (including in any research report prepared by
any of them) and none of the foregoing persons will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
such other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing and that neither OAK Securities nor any of its
Affiliates have made any representations to it, express or implied, with
respect to the Company, the Placing and the Placing Shares or the truth,
accuracy, completeness or adequacy of any publicly available information about
the Company or any other information that has otherwise been made available to
Placees concerning the Company, whether at the date of publication, the date
of this Announcement or otherwise, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;

5.  each Placee confirms, represents and warrants that it is sufficiently
knowledgeable to understand and be aware of the risks associated with, and
other characteristics of, the Placing Shares and, among others, of the fact
that it may not be able to resell the Placing Shares except in accordance with
certain limited exemptions under applicable securities legislation and
regulatory instruments;

6.  each Placee confirms, represents and warrants, if a company or
partnership, that it is a valid and subsisting company or partnership and has
all the necessary capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents and
warrants that any person who confirms to OAK Securities on behalf of a Placee
an agreement to subscribe for Placing Shares is duly authorised to provide
such confirmation to OAK Securities;

7.  each Placee agrees that the entry into the Placing Agreement or the
exercise by OAK Securities of any right of termination or any right of waiver
exercisable by OAK Securities contained in the Placing Agreement or the
exercise of any discretion is within the absolute discretion of OAK
Securities, and OAK Securities will not have any liability to any Placee
whatsoever in connection with any decision to exercise or not exercise any
such rights.  Each Placee acknowledges that if: (i) any of the conditions in
the Placing Agreement are not satisfied (or, where relevant, waived); (ii) the
Placing Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects; the Placing will lapse and
such Placee's rights and obligations in relation to the Placing shall cease
and determine at such time and no claim shall be made by any Placee in respect
thereof;

8. each Placee acknowledges and agrees that OAK Securities does not act for,
and that it does not expect OAK Securities to have any duties or
responsibilities towards, such Placee, including, without limitation, for
providing protections afforded to customers or clients of OAK Securities under
the FCA's Conduct of Business Sourcebook or advising such Placee with regard
to its Placing Participation and that OAK Securities is not, and will not be,
a customer or client of V as defined by the FCA's Conduct of Business
Sourcebook in connection with the Placing.  Likewise, OAK Securities will not
treat any payment by such Placee pursuant to its Placing Participation as
client money and governed by the FCA's Client Assets Sourcebook;

9.  each Placee undertakes and agrees that it will be responsible for any
stamp duty or stamp duty reserve tax or securities transfer tax in relation to
the Placing Shares comprised in its Placing Participation and that neither OAK
Securities nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax or securities transfer tax in relation to the
Placing Shares comprised in such Placee's Placing Participation;

10.  each Placee acknowledges and agrees that the Placing Participation
confirmed in writing by email or orally by each Placee to OAK Securities (in
each case as agent for the Company) and further confirmed by the Contract
Confirmation is a legally binding contract between it and OAK Securities and
the Company subject to any scaling back, as described above, in OAK
SecuritiesL's absolute discretion and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed in
accordance with, the laws of England and Wales, to the exclusive
jurisdiction of whose courts such Placee irrevocably agrees to submit;

11.  each Placee agrees that it will ensure delivery and payment is completed
in accordance with the settlement instructions set out in the Contract
Confirmation and acknowledges and agrees that time shall be of the essence as
regards such Placee's obligations pursuant to its Placing Participation;

12.  each Placee acknowledges and agrees that it is the responsibility of
such Placee (if it is outside of the United Kingdom) to satisfy itself that,
in doing so, such Placee complies with the laws and regulations of any
relevant territory in connection with its Placing Participation and that it
obtains any requisite governmental or other consents and observes any other
applicable formalities;

13.  each Placee acknowledges and agrees that the Announcement does not
constitute an offer to sell, or the solicitation of an offer to subscribe for
or buy, Placing Shares in any jurisdiction in which such an offer or
solicitation is unlawful.  Accordingly, such Placee acknowledges and agrees
that the Placing Shares may not, subject to certain limited exceptions, be
offered or sold, directly or indirectly, in or into the United States, any
province of Canada or Australia, Japan, Republic of Ireland or the Republic of
South Africa or offered or sold to, or for the account or benefit of, a
national, citizen or resident of the United States, any province of Canada or
Australia, Japan, Republic of Ireland or the Republic of South Africa, in each
case subject to limited exemptions, or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction;

14.  each Placee acknowledges and agrees that the Placing Shares have not
been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Canadian, Japanese, Republic of Ireland, Australian or
South African securities legislation and therefore the Placing Shares may not
be offered, sold, transferred or delivered directly or indirectly into the
United States, Canada, Japan, Republic of Ireland, Australia or the Republic
of South Africa or their respective territories and possessions, subject to
limited exemptions, and in the case of the United States, pursuant to an
exemption from, or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with United States
securities laws;

15. each Placee confirms, represents and warrants that it has complied with
all relevant laws of all relevant territories, obtained all requisite
governmental or other consents which may be required, in connection with its
Placing Participation and complied with all requisite formalities and paid any
issue, transfer or other taxes due in connection with its offer commitment in
any territory and that it has not taken any action or omitted to take any
action which will or may result in OAK Securities, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in connection with
the Placing or such Placee's Placing Participation;

16.  each Placee confirms, represents and warrants if it is receiving the
Placing in circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, that it is a person to whom the
Placing Shares may be lawfully offered under that other jurisdiction's laws
and regulations;

17.  each Placee confirms, represents and warrants if it is a resident in any
EEA state, it is (i) an EEA Qualified Investor; and (ii) a 'professional
client' or an 'eligible counterparty' within the meaning of Article 4(1)(11)
and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as
implemented into national law of the relevant EEA state;

18.  each Placee confirms, represents and warrants if it is outside
the United Kingdom, neither this Announcement nor any other offering,
marketing or other material in connection with the Placing constitutes an
invitation, offer or promotion to, or arrangement with, it or any person whom
it is procuring to subscribe for Placing Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other course of
conduct could lawfully be made to it or such person and such documents or
materials could lawfully be provided to it or such person and Placing Shares
could lawfully be distributed to and subscribed and held by it or such person
without compliance with any unfulfilled approval, registration or other
regulatory or legal requirements;

19.  each Placee confirms, represents and warrants if it is a resident in
the UK: (i) it is a UK Qualified Investor and (ii) it is a person of a kind
described in Article 19 and/or Article 49 of the FPO and it understands that
the information contained in this Appendix is only directed at any of the
following: (A) persons falling within Article 19 of the FPO having
professional experience in matters relating to investments; (B) persons
falling within Article 49 of the FPO (including companies and unincorporated
associations of high net worth and trusts of high value); (C) persons falling
within Article 43(2) of the FPO or (D) persons to whom it would otherwise be
lawful to distribute it; and that, accordingly, any investment or investment
activity to which this Appendix relates is available to it as such a person or
will be engaged in only with it as such a person;

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

21.  each Placee confirms, represents and warrants that its subscription for
Placing Shares does not trigger, in the jurisdiction in which such Placee is
resident or located: (i) any obligation to prepare or file a prospectus or
similar document or any other report with respect to such subscription; (ii)
any disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of OAK Securities or the Company;

22.  that it and any person acting on its behalf is entitled to acquire 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 OAK Securities, the Company or any of their respective
affiliates acting in breach of the legal or regulatory requirements of any
jurisdiction in connection with the Placing;

23.  each Placee confirms, represents and warrants that it is not investing
with a view to obtaining VCT or EIS relief;

25.  each Placee confirms, represents and warrants it is acting as principal
and for no other person and that its Placing Participation will not give any
other person a contractual right to require the issue or sale by the Company
of any Placing Shares;

26.  each Placee confirms, represents and warrants that in accepting its
Placing Participation it is not applying for registration as, or as a nominee
or agent for, a person who is or may be a person mentioned in sections 67 to
72 inclusive and sections 93 to 97 inclusive of the UK Finance Act 1986;

27.  each Placee confirms, represents and warrants that, to the extent
applicable to it, it is aware of its obligations in connection with
MAR, UK Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime
and Security Act 2001, Money Laundering Regulations, the Proceeds of Crime Act
2002 and the Financial Services and Markets Act 2000 (each as amended), it has
identified its clients in accordance with the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and it has complied fully with its obligations pursuant to those Regulations;

28.  each Placee acknowledges and agrees that all times and dates in the
Announcement and the Terms and Conditions set out in this Appendix may be
subject to amendment and that OAK Securities will notify it of any such
amendments;

29.  where it is acquiring 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 acquire 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;

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

31.  each Placee acknowledges and agrees that no term of the agreement
confirmed by the Contract Confirmation shall be enforceable under the
Contracts (Rights of Third Parties) Act 1999 by any person other than the
Company or OAK Securities or any affiliate of OAK Securities or any
Indemnified Persons (as hereinafter defined);

32.  each Placee acknowledges that any of its monies held or received by OAK
Securities will not be subject to the protections conferred by the Client
Money Rules of the Financial Conduct Authority ("FCA");

33.  each Placee confirms and agrees that, in connection with any permitted
transfer, the Company or OAK Securities will have the right to obtain, as a
condition to such transfer, a legal opinion of counsel, in form and by counsel
satisfactory to the Company or OAK Securities, that no Securities Act
registration is or will be required along with appropriate certifications by
the transferee as to the 'Accredited Investor' status and/or other appropriate
matters;

34.  each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted the Announcement
or any other presentation or offering materials concerning the Placing Shares
within the United States, nor will it do any of the foregoing.  Such Placee
further confirms that it understands that the information in the Announcement,
including financial information, may be materially different from any
disclosure that would be provided in a United States offering;

35.  each Placee confirms, represents and warrants that if it has received
any confidential price sensitive information about the Company in advance of
the Placing, it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and has not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company; or (c)
disclosed such information to any person, prior to the information being made
publicly available;

36.  each Placee confirms, represents and warrants that, in making its
investment decision with respect to the Placing Shares:

36.1  it has not relied on the Company or any of its respective affiliates or
on any document published by any of them (other than the Announcement);

36.2  it has the ability to bear the economic risk of its investment in the
Placing Shares and has no need for liquidity with respect to its investment in
the Placing Shares;

36.3  it has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits, risks and suitability of
investing in the Placing Shares, and is able to sustain a complete loss of any
investment in the Placing Shares;

36.4 it has investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares,
including any federal, state and local tax consequences, affecting it in
connection with its subscription for and any subsequent disposal of the
Placing Shares;

36.5 if it is a 'financial intermediary' in the United Kingdom, as that term
is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares
purchased by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in the United Kingdom other than to UK Qualified
Investors, or in circumstances in which the prior consent of OAK Securities
has been given to the offer or resale;

36.6 if it is a 'financial intermediary' in a member state of the EEA, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA other than to
EEA Qualified Investors, or in circumstances in which the prior consent of OAK
Securities has been given to the offer or resale; and

36.7  it has not offered or sold and will not offer or sell any Placing
Shares to the public in the United Kingdom or any member state of the EEA
except in circumstances falling within Article 5(1) of the UK Prospectus
Regulation or the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to the UK Prospectus
Regulation or the EU Prospectus Regulation;

37.  each Placee acknowledges and agrees that neither OAK Securities, nor any
of its Affiliates or any person acting on behalf of any of them, 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 it
is not entitled to the protections afforded to clients of OAK Securities in
connection with the Placing and that neither OAK Securities nor any of its
Affiliates nor any of their respective officers, directors, employees or
advisers shall be liable for any losses (including, without limitation, loss
of profit, loss of business or opportunity and special interest or
consequential losses), damages or costs of the Placee save as a result of
fraud or for death or personal injury;

38. each Placee acknowledges and agrees the Placing does not constitute a
recommendation or financial product advice and OAK Securities has not had
regard to its particular objectives, financial situation and needs;

39.  each Placee acknowledges that the Company, OAK Securities, CREST, the
Registrar, any transfer agent, any distributors or dealers and their
respective affiliates and others will rely on the truth and accuracy of the
foregoing warranties, acknowledgements, representations, undertakings and
agreements, and agrees to notify the Company and OAK Securities promptly in
writing if any of its warranties, acknowledgements, representations,
undertakings or agreements set out above cease to be accurate and complete and
to indemnify and hold harmless on an after-tax basis the Company, OAK
Securities and any of their respective officers, directors, agents, employees
or advisers ("Indemnified Persons") from and against any and all loss,
damage, liability or expense, including reasonable costs and attorneys' fees
and disbursements, which an Indemnified Person may incur by reason of, or in
connection with, any representation or warranty made by such Placee as set out
above not having been true when made, any misrepresentation made or any
failure by such Placee to fulfil any of its undertakings or agreements set out
above or any other document such Placee provides to the Company or OAK
Securities. Such Placee irrevocably authorises each of the Company and OAK
Securities to produce a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby;

40.  acknowledges that it irrevocably appoints any member or officer of OAK
Securities as its agent for the purposes of executing and delivering to the
Company and/or the Registrar 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; each Placee acknowledges that the rights and
remedies of OAK Securities 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 right or remedy
will not prevent the exercise of the other rights and/or remedies;

41.  each Placee acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out herein and in the 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 OAK Securities's conduct of the Placing;

42.  each Placee acknowledges and agrees that in connection with the Placing,
OAK Securities and any of its Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being issued, offered
or placed should be read as including any issue, offering or placement of such
shares in the Company to OAK Securities and any of its Affiliates acting in
such capacity. In addition, OAK Securities may enter into financing
arrangements and swaps with investors in connection with which OAK Securities
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither OAK Securities nor any of its
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;

43.  each Placee acknowledges and agrees that none of the Company, the
Directors or any of the Company's advisers give any warranty or undertaking
that any Placing Shares will be eligible for EIS Relief or be regarded as a
'qualifying holding' for VCT relief purposes or that any such reliefs (if
available) will not be withdrawn at a later date;

44.  each Placee authorises and instructs OAK Securities, the Company and
their respective agents to receive and hold any personal data and information
of or belonging to the Placee which is received in relation to the Placing,
and it consents to the lawful use by OAK Securities, the Company and their
respective agents of such data and information for the purposes of the
Placing; and

45.  each Placee undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in accordance with
the Announcement and these Terms and Conditions on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as the OAK Securities may in its sole discretion determine
and without liability to such Placee and such Placee will 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 the liability for any stamp
duty or stamp duty reserve tax (together with any interest or penalties due
pursuant to or referred to in these Terms and Conditions) which may arise upon
the placing or sale of such Placee's Placing Shares on its behalf.

 

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company and OAK
Securities (for their own benefit and, where relevant, the benefit of their
respective officers and affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that the neither the Company nor OAK Securities owes any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.

 

Responsibility

 

The Terms and Conditions set out in this Appendix and the Announcement of
which it forms part have been issued by the Company and are the sole
responsibility of the Company.

 

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