REG - Chamberlin PLC - Placing and Subscription

ChamberlinAnnouncement

26/01/2023 12:00

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RNS Number : 9995N  Chamberlin PLC  26 January 2023

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED IN IT,
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN
CHAMBERLIN PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF CHAMBERLIN
PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

 

26 January 2023

Chamberlin plc

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

 

Placing and Subscription

 

Chamberlin plc (AIM: CMH.L), the specialist castings and engineering group, is
pleased to announce that it has conditionally raised approximately £550,000
(before expenses), pursuant to a placing of 16,666,970 new Ordinary Shares of
0.1p each (the "Placing Shares") at a placing price of 3.3 pence per share
(the "Placing Price") with existing institutional and other investors (the
"Placing"). Trevor Brown, Executive Director, has also conditionally
subscribed for 3,030,000 new Ordinary Shares (the "Subscription Shares") at
the Placing Price raising an additional £100,000 (the Subscription Shares
together with the Placing Shares, the "New Ordinary Shares", and the
Subscription and the Placing, together, the "Fundraising").

 

Cenkos Securities plc ("Cenkos") and Peterhouse Capital Limited ("Peterhouse")
acted as joint bookrunners to the Placing ("Joint Bookrunners").

 

The Placing Price represents a discount of 7.0 per cent. to the closing
mid-market price of 3.55 pence per Ordinary Share on 25 January 2023 (being
the last practicable date before the release of this Announcement).

 

The net proceeds from the Fundraising will provide working capital to support
the continued delivery of the Group's growth strategy and strengthen the
Group's balance sheet.

 

The Company has the authority to issue and allot the New Ordinary Shares
pursuant to certain existing shareholder authorities granting such powers to
the directors at the Company's Annual General Meeting held on 30 November
2022.

 

 

Enquiries:

 

 Chamberlin plc                                                T: 01922 707100

 Kevin Price, Chief Executive Officer

 Alan Tomlinson, Finance Director

 Cenkos Securities plc (Nominated Adviser and Joint Broker)    T: 020 7397 8900

 Katy Birkin

 Stephen Keys

 George Lawson

 Peterhouse Capital Limited (Joint Broker)                     T: 020 7469 0930

 Lucy Williams

 Duncan Vasey

 

This Announcement is released by Chamberlin plc and contains inside
information for the purposes of Article 7 of MAR, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.

 

Market soundings (as defined in MAR) were taken in respect of the Placing with
the result that certain persons became aware of inside information (as defined
in MAR), as permitted by MAR.  This inside information is set out in this
Announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of such inside information
relating to the Company and its securities.

 

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU)
2016/1055 and the UK version of such implementing regulation (as
amended), the person responsible for arranging for the release of this
Announcement on behalf of the Company is Kevin Price, Chief Executive
Officer.

 

 

1.            Background and Reasons for the Fundraising and Use of
Proceeds

 

Background and Reasons for the Fundraising

 

The Group continues to diversify away from its reliance on the automotive
sector and has undertaken an extensive restructuring programme to align the
cost base with revenue, invest in new capacity and improve margins. The Group
has demonstrated its ability to deliver on its turnaround strategy, most
notably evidenced by:

 

·      Launching two new E-commerce brands, Iron Foundry Weights
("IFW"), and Emba, a cookware brand ("Emba");

 

·      Reporting a 79 per cent. increase in adjusted EBITDA, and a
full-year profit after tax for the 12 months ended 31 May 2022 ("FY 2022"),
for the first time in five years;

 

·      Undertaking a £1.25 million sale and leaseback of the foundry
held by Russell Ductile Castings Ltd ("RDC") in May 2022 following a review of
the use of its substantial property assets;

 

·      Completing a capacity expansion project at RDC in November 2022
which increased RDC's ability to produce large castings over three tons by 30
per cent; and

 

·      Protecting the Group from medium-term energy price increases
following the agreement of a 5-year fixed price for its electricity in March
2020.

 

The Group is well positioned to continue its revenue growth and is aiming to
return to sustainable profitability in the financial year to 31 May 2024 ("FY
2024"). The Board also continues to evaluate further opportunities to
strengthen the balance sheet, including in relation to the Group's property
assets.

 

Chamberlin & Hill Castings Ltd ("CHC")

 

Although the recovery in performance at CHC was slower than anticipated in the
first half of the financial year to 31 May 2023 ("H1 2023") due to uneven
demand in automotive volumes, as detailed in the announcement on 30 November
2022, the Group has secured new orders amounting to approximately £1.2
million within the construction, cast iron radiator, power generation and
commercial vehicle markets demonstrating diversification away from the
automotive market. Despite this, underlying demand for turbocharger components
is recovering strongly from the downturn in the second half of the financial
year to 31 May 2022 ("H2 2022") and conversion is more consistent.

 

In addition, new orders have been secured within CHC's machining facility for
an aggregated potential annualised revenue value of approximately £0.85
million. The machining facility is now running five out of six machines on
single shift basis for the first time in two years, expected to enable CHC to
achieve further revenue growth in FY 2024.

 

Finally, Emba's agreement to develop, market, and sell a jointly branded
cookware range with a well-established cookware company is progressing well.
The product range is currently in development and is expected to be available
for retail sale towards the end of March 2023.

 

Consistent with the rest of the Group, CHC has undergone a number of cost
saving initiatives, and the Board believes the cost base and margins are now
the right size for CHC, with an expectation that the subsidiary generates a
modest profit as it enters Q4 FY 2023.

 

Russell Ductile Castings Ltd ("RDC")

 

RDC delivered a record profit after tax in FY 2022 of £1.09 million and
continued to perform well in H1 2023. Following the increase in production
capacity at the RDC foundry increasing RDC's ability to produce large castings
over three tons by around 30 per cent., the business reported its best ever
monthly revenue performance in November 2022. The order book remained stable
at approximately £4 million in H1 FY 2023, and RDC secured a significant
order, expected to generate revenue of approximately £0.6 million, within the
renewable energy sector - a target market for the Group's growth strategy. RDC
now has the capacity, enquiry pipeline and competitive market position to
maintain its revenue growth potential in FY 2023.

 

Petrel Ltd ("Petrel")

 

As announced on 30 November 2022, Petrel made a positive contribution to the
Group's results in H1 FY 2023. As well as performing at a run rate consistent
with FY 2022 and delivering an operating profit averaging approximately 17 per
cent. of revenue, the order intake has remained elevated and includes a
substantial order in the defence sector.

 

Petrel's outlook is also positive; a new management team has been implemented,
and the subsidiary is also currently investing in an upgrade to its
manufacturing facility in Birmingham. These initiatives are part of a wider
strategy from the Group to transform Petrel into the UK's leading independent
manufacturer of hazardous area lighting equipment.

 

Use of Proceeds

 

As outlined above, the Group has continued to deliver on its turnaround
strategy and management expects all business units to be profitable by Q4 FY
2023 and is aiming to be cash generative in FY 2024 through a combination of
revenue growth, profitable operating performance and organic reduction in net
debt.

 

In order to deliver on the Group's growth objectives, the Company has
conditionally raised approximately £650,000 (before expenses) through the
Fundraising in order to provide working capital to support the continued
delivery of the Group's growth plans and strengthen the Group's balance sheet.

 

 

2.            Details of the Placing and Subscription

 

The Company has conditionally raised, in aggregate, approximately £650,000
(before expenses), pursuant to a placing of 16,666,970 Placing Shares at the
Placing Price with existing institutional and other investors and a
subscription for 3,030,000 Subscription Shares at the Placing Price by Trevor
Brown, Executive Director.

 

The Placing has not been underwritten and is conditional, inter alia, upon:

 

a)             the placing agreement between the Company, Cenkos
and Peterhouse (the "Placing Agreement") becoming unconditional in all
respects other than admission of the Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules for Companies ("Admission") and not
having been terminated in accordance with its terms; and

 

b)            Admission of the Placing Shares occurring by not
later than 8.00 a.m. on 31 January 2023 (or such later time and/or date as the
Company, Cenkos and Peterhouse may agree, not being later than 8.00 a.m. on 14
February 2023).

 

Accordingly, if any of the conditions are not satisfied or waived (where
capable of being waived), the Placing will not proceed, the Placing Shares
will not be issued and all monies received by Cenkos and Peterhouse will be
returned to the applicants (at the applicants' risk and without interest) as
soon as possible thereafter.

 

Under the terms of the Placing Agreement, each of Cenkos and Peterhouse has
agreed to use its reasonable endeavours to procure subscribers for the Placing
Shares at the Placing Price.  The Placing Agreement contains certain
warranties and indemnities from the Company in favour of Cenkos and Peterhouse
and either Cenkos or Peterhouse may terminate the Placing Agreement in certain
customary circumstances.

 

Together, the total number of New Ordinary Shares to be issued pursuant to the
Placing and Subscription, being 19,696,970 New Ordinary Shares, represent
approximately 18.55 per cent. of the Company's issued share capital as at the
date of this Announcement.

 

The New Ordinary Shares will, when issued, be credited as fully paid up and
will be issued subject to the Articles and rank pari passu in all respects
with the Company's existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the New Ordinary Shares, and
will on issue be free of all claims, liens, charges, encumbrances and
equities.

 

Application has been made to the London Stock Exchange for the Admission of
the New Ordinary Shares to trading on AIM. It is expected that Admission will
occur on or around 8.00 a.m. on 31 January 2023 (or such later time and/or
date as Cenkos and Peterhouse may agree with the Company, being not later than
8.00 a.m. on 14 February 2023).

 

Following Admission, the total number of Ordinary Shares in the capital of the
Company in issue will be 125,853,677 with each Ordinary Share carrying the
right to one vote.  There are no Ordinary Shares held in treasury and
therefore the total number of voting rights in the Company is 125,853,677 (the
"Enlarged Share Capital"). The above figure may be used by shareholders in the
Company as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

 

3.            Directors' Participation and Related Party
Transaction

 

As at the date of this Announcement, Trevor Brown holds 31,306,915 Ordinary
Shares representing 29.49 per cent. of the Company's issued share capital and,
following Admission, will hold 34,336,915 Ordinary Shares representing 27.28
per cent. of the Enlarged Share Capital.

 

In addition, BW Family Limited, a person closely associated with Keith
Butler-Wheelhouse, Chairman, has agreed to subscribe for 275,118 Placing
Shares at the Placing Price. Following Admission, Keith Butler-Wheelhouse will
beneficially hold 1,757,866 Ordinary Shares representing 1.40 per cent. of the
Enlarged Share Capital.

 

The Subscription by Trevor Brown, as a substantial shareholder (as defined in
the AIM Rules for Companies) and director, and the participation in the
Placing by Keith Butler-Wheelhouse, as a director, constitute a related party
transaction pursuant to AIM Rule 13. The Directors (other than Trevor Brown
and Keith Butler-Wheelhouse), having consulted with the Company's nominated
adviser, Cenkos, believe that the participation in the Fundraising by Trevor
Brown and Keith Butler-Wheelhouse is fair and reasonable insofar as
Shareholders are concerned.

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         Trevor Brown

 2   Reason for the notification

 a)  Position/status                                              Executive Director

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Chamberlin plc

 b)  LEI                                                          213800OS2SK73PPFO761

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted

 a)  Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p each
     Identification code                                          GB0001870228

 b)  Nature of the transaction                                    Purchase of Ordinary Shares pursuant to the Subscription

 c)  Price(s) and volumes(s)                                      Price(s)                       Volume(s)

     £0.033                                                                                      3,030,000

 d)  Aggregated information                                       N/A (single transaction)

     Aggregated volume                                            N/A (single transaction)

     Price                                                        N/A (single transaction)

 e)  Date of the transaction                                      26 January 2023

 f)  Place of the transaction                                     Outside of a trading venue

 

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         BW Family Limited, a PCA of Keith Butler-Wheelhouse

 2   Reason for the notification

 a)  Position/status                                              PCA of Chairman

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Chamberlin plc

 b)  LEI                                                          213800OS2SK73PPFO761

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted

 a)  Description of the financial instrument, type of instrument  Ordinary Shares of 0.1p each
     Identification code                                          GB0001870228

 b)  Nature of the transaction                                    Purchase of Ordinary Shares pursuant to the Placing

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     £0.033                                                                                    275,118

 d)  Aggregated information                                       N/A (single transaction)

     Aggregated volume                                            N/A (single transaction)

     Price                                                        N/A (single transaction)

 e)  Date of the transaction                                      26 January 2023

 f)  Place of the transaction                                     Outside of a trading venue

 

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in whole or in part, in or
into the United States, Australia, Canada, Japan, New Zealand or the Republic
of South Africa or to any persons in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the relevant
securities laws of such jurisdiction (each, a "Restricted Jurisdiction"). This
Announcement is for information purposes only and neither it, nor the
information contained in it, shall constitute an offer to sell or issue, or
the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation.  Any failure to comply with
these restrictions may constitute a violation of securities laws of such
jurisdictions.

The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, resold,
pledged, transferred or delivered, directly or indirectly, in or into the
United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any state or other
jurisdiction of the United States.

No action has been taken by the Company, the Joint Bookrunners or any of their
respective directors, officers, partners, agents, employees, affiliates,
advisors, consultants or, in the case of each of the Joint Bookrunners ,
persons connected with them as defined in the Financial Services and Markets
Act 2000, as amended ("FSMA") (together, "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.

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

This Announcement has not been approved by the Financial Conduct Authority or
the London Stock Exchange.

No offering document or prospectus will be made available in connection with
the matters contained or referred to in this Announcement and no such offering
document or prospectus is required to be published, in accordance with
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU)
2017/1129, as amended and retained in UK law on 31 December 2020 by the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation").

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by the Joint Bookrunners, or by any of
their respective Affiliates as to, or in relation to, the accuracy, fairness
or completeness of the information or opinions contained in this Announcement
or any other written or oral information made available to or publicly
available to any interested person or its advisers, and any liability
therefore is expressly disclaimed. The information in this Announcement is
subject to change.

None of the information in this Announcement has been independently verified
or approved by the Joint Bookrunners or any of their respective Affiliates.
Save for any responsibilities or liabilities, if any, imposed on the Joint
Bookrunners by FSMA or by the regulatory regime established under it, no
responsibility or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by the Joint Bookrunners or any of their Affiliates
whatsoever for the contents of the information contained in this Announcement
(including, but not limited to, any errors, omissions or inaccuracies in the
information or any opinions) or for any other statement made or purported to
be made by or on behalf of either of the Joint Bookrunners or any of their
respective Affiliates in connection with the Company, the Placing Shares or
the Placing or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Placing. The Joint Bookrunners and
their respective Affiliates accordingly disclaim all and any responsibility
and liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above) in respect of any statements or other information
contained in this Announcement and no representation or warranty, express or
implied, is made by either of the Joint Bookrunners or any of their respective
Affiliates as to the accuracy, completeness or sufficiency of the information
contained in this Announcement.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is
acting solely for the Company and no-one else in connection with the Placing
and arrangements described in this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements described in this
Announcement. Cenkos is not responsible to anyone other than the Company for
providing the protections afforded to clients of Cenkos or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described herein.

Peterhouse Capital Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting solely for the Company and no-one else in
connection with the Placing and arrangements described in this Announcement
and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing or the transactions and
arrangements described in this Announcement. Peterhouse is not responsible to
anyone other than the Company for providing the protections afforded to
clients of Peterhouse or for providing advice in connection with the contents
of this Announcement, the Placing or the transactions and arrangements
described herein.

Certain statements in this Announcement are forward-looking statements, which
include all statements other than statements of historical fact and which are
based on the Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters that are
not historical facts. These forward-looking statements, which may use words
such as "aim", "anticipate", "believe", "could", "may", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company,
the Joint Bookrunners and their respective Affiliates undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

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.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners. This Announcement is not intended to provide the basis for any
decision in respect of the Company or other evaluation of any securities of
the Company or any other entity and should not be considered as a
recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities. Recipients of this
Announcement who are considering acquiring Placing Shares pursuant to the
Placing are reminded that they should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
Announcement.  Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. The price and value of securities can go down
as well as up.

The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, the Joint Bookrunners and any of their
respective affiliates, acting as investors for their own account, may take up
a portion of the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own accounts
or otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and
any of their respective affiliates acting in such capacity. In addition, the
Joint Bookrunners and any of their respective affiliates may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which the Joint Bookrunners and any of their
respective affiliates may from time to time acquire, hold or dispose of
shares. Neither of the Joint Bookrunners intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

Each prospective placee has been offered Placing Shares at the Placing Price
and the Placing Shares have been conditionally subscribed by such placees
pursuant to irrevocable placing letters issued by the Joint Bookrunners.

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

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in COBS 3.4.1R of the
Conduct of Business Sourcebook in the FCA Handbook ("COBS") , (b) investors
who meet the criteria of professional clients as defined in COBS 3.5.1R of
COBS and (c) eligible counterparties as defined in COBS 3.6.1R of COBS; and
(ii) eligible for distribution through all distribution channels as are
permitted by the UK Product Governance Rules (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS; 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.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail clients
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

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

 

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