REG - Chariot Oil & Gas Ld - Proposed Placing <Origin Href="QuoteRef">CHARC.L</Origin> - Part 1

ChariotAnnouncement

06/09/2014 18:40

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RNS Number : 9145M
Chariot Oil & Gas Ld
21 July 2014 
 
21 July 2014 
 
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
(SAVE AS SET OUT BELOW), CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR NEW ZEALAND OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. 
 
Chariot Oil & Gas Limited 
 
("Chariot", the "Company" or the "Group") 
 
Proposed Placing of Ordinary Shares 
 
Portfolio Update 
 
Chariot Oil & Gas Limited (AIM: CHAR), the Atlantic margins focused oil and
gas exploration company, announces that it intends to conduct a placing (the
"Placing) to raise proceeds of up to US$15 million (approximately £8.8
million). 
 
The Placing is being conducted through an accelerated bookbuilding process,
which will be launched immediately following this announcement and will be
made available to new and existing eligible institutional investors. 
 
The proceeds of the Placing, will be used to: 
 
o facilitate the acceleration and completion of its 3D seismic work in Brazil
(approximately US$7.5 million) 
 
o fund a new venture opportunity in a country where the Company currently
operates to increase option value and sustain the growth potential of the
portfolio (approximately US$7.5 million) 
 
This fundraising will also result in greater flexibility in partnering
negotiations and provide further optionality in executing the forward work
programmes as detailed below. 
 
Larry Bottomley, CEO of Chariot commented: 
 
"During the course of the last 18 months, we have demonstrated that our
business model is working. We have diversified the portfolio and brought in
levered partners at the relevant stages of investment in order to share in the
risk and reward of exploration. 
 
Whilst our cash balance remains strong, the proposed fundraising will improve
our liquidity, allowing us to continue to accelerate our planned work
programmes, pursue a new venture opportunity and create value over the longer
term. As a result of our work to date, theCompany has built up a large scale,
high impact portfolio with a solid platform for growth and exposure to a
pipeline of drilling activity over the coming years." 
 
 For further information please contact:  Chariot Oil & Gas Limited Larry Bottomley, CEO    +44 (0)20 7318 0450  finnCap (Nominated Adviser and Joint Bookrunner)Matt Goode, Christopher Raggett +44 (0)20 7220 0500 GMP Securities Europe (Joint Bookrunner)Rob Collins, Emily Morris  +44 (0)20 7647 2835 Ladenburg Thalmann & Co Inc. (US Placing Agents)Jim Hansen +1 713 353 8914 EMC2 Advisory Natalia Erikssen  +44 (0)78 0944 0929    
 
 
For further information please contact:  Chariot Oil & Gas Limited Larry
Bottomley, CEO 
 
+44 (0)20 7318 0450 
 
finnCap (Nominated Adviser and Joint Bookrunner)Matt Goode, Christopher
Raggett 
 
+44 (0)20 7220 0500 
 
GMP Securities Europe (Joint Bookrunner)Rob Collins, Emily Morris 
 
+44 (0)20 7647 2835 
 
Ladenburg Thalmann & Co Inc. (US Placing Agents)Jim Hansen 
 
+1 713 353 8914 
 
EMC2 Advisory Natalia Erikssen 
 
+44 (0)78 0944 0929 
 
Background to and reasons for the Placing 
 
Chariot holds nine licences (eight of which are operated) in established,
emerging and frontier regions of the Atlantic margins. Over the last two years
the Company has diversified its portfolio to encompass the giant potential,
underexplored deepwater regions offshore Morocco, Mauritania, Namibia and
Brazil which has provided a range of risk and maturity across its asset base
with the potential for sustained drilling opportunities. 
 
The purpose of the Placing is to provide the Company with the necessary
liquidity to continue to develop its portfolio in advance of the receipt of
100% of the costs of the recent 3D seismic programme and a share of back costs
on the Rabat Deep permits following the successful farm-out to Woodside. In
particular, the Placing funds will enable Chariot to fund any un-carried
element of the 3D seismic commitment in Brazil as soon as a vessel becomes
available; pursue an opportunity to add new key acreage to its portfolio
creating an additional catalyst for sustainable growth; maintain the necessary
and ongoing financial flexibility to manage negotiations with future farm out
partners; and fund any increases in bank guarantees associated with drilling
commitments. 
 
Current Trading and Prospects 
 
Chariot's strategy is to explore for giant oil and gas potential in new and
emerging hydrocarbon provinces, take large equity positions in the early
stages of exploration, manage risk and apply capital discipline to all its
activities. Chariot has achieved this through diversifying its portfolio,
repositioning itself as a fast follower and successfully securing industry
partners. 
 
Across its licences, Chariot has acquired substantial datasets and a great
deal of in-house technical work has been carried out to date. The Company has
identified over two billion barrels of gross mean prospective resources within
its acreage, both in giant (500mmbbls+) prospects and multiple leads with
significant follow-on potential, and the team continues to focus on maturing
key targets for drilling. 
 
Through conservative portfolio management and using the team's careful
technical evaluation, Chariot has strategically positioned itself as a fast
follower within these regions of high industry interest. This allows the
Company to integrate its proprietary data with that from third party drilling
activity in order to enhance its knowledge of the petroleum systems,
prioritise targets and maximise the chance of success. 
 
In line with its strategy, Chariot's team has a proven track record in
securing partners, as demonstrated with the participation of Petrobras, BP,
PGS and more recently Cairn and Woodside in its assets to date. The Company
will continue to look to secure partners to mitigate risk, gain third party
validation and share the capital requirements of the forward exploration
programme. 
 
Portfolio Update 
 
In Morocco, the Company holds acreage across three licences: Rabat Deep,
Loukos and Mohammedia. Principal drilling candidate JP-1 has been identified
in the Rabat Deep acreage, with significant follow on potential in the
Jurassic play fairway. Data from the recently acquired 1,700km2 3D seismic
survey is currently being processed and interpretation is expected to be
complete in H1 2015. This will enable the team to identify a drilling location
on its JP-1 prospect and technically mature other Jurassic leads as well as
define additional prospectivity in the Mio-Pliocene play in the Rabat Deep,
Loukos and Mohammedia licences. Subject to partnering, the principal JP-1
prospect could be drilled in H2 2015. 
 
In Mauritania, interpretation of the 3D seismic data acquired last year within
Block C-19 is near completion and it is expected that this will result in the
maturation of key prospects for drilling. Third party activity has reportedly
opened up a new play adjacent to C-19, and subsequent drilling programmes in
the near to mid-term will test a number of plays that extend into the block.
Subject to further partnering, Chariot expects to drill a well here in
2015/2016. 
 
In Brazil, the Environmental Impact Assessment is underway in advance of
conducting an 800km² 3D seismic survey across its four offshore blocks as
planned for next year. Commercial terms have been concluded with a third party
to fund 50% of this seismic programme to earn 25% equity in the licences with
documentation of these terms currently being negotiated. An additional
partnering process has been initiated on this acreage to further mitigate risk
and share capital investment. Again, subject to additional partnering,
drilling could take place in H2 2016 or 2017. 
 
In Namibia, Chariot holds acreage in three regions. In the Northern blocks,
information from recent third party drilling is being integrated into the
Company's proprietary datasets and once this has been fully evaluated Chariot
will decide its forward plan on these blocks. In the Central blocks, Chariot
is progressing a number of processes and the Company will update the market on
these in due course. In Southern block 2714A, the existing partnership has
elected not to enter into the Second Renewal Phase. Given this, Chariot, The
National Petroleum Corporation of Namibia (NAMCOR) and a local partner are in
the process of applying for a new three year licence in the Initial
Exploration Phase over this same area with equity interests of 85% (operator),
10% and 5% (carried interests) respectively.On completion of this, Chariot
will have no well commitment in this block, ensuring that the Company is no
longer exposed to play opener risk and that it is able to achieve the lower
risk profile of a fast follower. As a result, the Company will have the
necessary time for additional exploration maturation in blocks 2714A and 2714B
(the latter recently re-awarded to the Company) in the South and be able to
lever any farm-out negotiation activity that it initiates here in the future.
In January of this year, a 2D seismic programme was acquired in block 2714B,
which is currently being processed and interpreted. From this, a 3D seismic
programme will be designed in order to gain further understanding of the
shallower petroleum system. This, combined with additional exploration work on
block 2714A, will provide a broader view of the petroleum systems in this part
of Chariot's portfolio. 
 
In addition to the current portfolio, and in line with its strategy, Chariot
has submitted an application for additional exploration acreage in a country
where the Company currently operates. Success in this application will
increase the option value of the current portfolio in this country. 
 
Going forward, the Company will continue to pursue partnering at all phases of
significant investment. The Company will also continue with its careful
portfolio management, expert technical work and new opportunity evaluation
with a focus on growth and value creation. 
 
Use of proceeds 
 
Subject to the Company's ordinary shares being successfully placed with
placees, the Placing will be conditional to, inter alia, the passing of
certain shareholder resolutions (the "Resolutions") to approve the issue of
the Placing Shares at a General Meeting and admission of the Placing Shares to
trading on the AIM market of the London Stock Exchange plc ("AIM")
("Admission"). Details of the Resolutions will be included in the announcement
notifying the results of the Placing. 
 
It is intended that the proceeds of US$15 million (approximately £8.8 million)
from the Placing will be used to further the Company's 2014/15 portfolio
development activities, facilitate the acceleration and completion of its 3D
seismic work commitment in Brazil and pursue an additional new venture
opportunity to sustain the growth potential of its portfolio: 
 
·      Un-carried element of ~US$15m Brazil 3D Seismic Survey       US$7.5
million (approximately £4.4 million) 
 
·      Portfolio expansion/New Venture opportunity                          
US$7.5 million (approximately £4.4 million) 
 
Total                                                                         
                     US$15 million (approximately £8.8 million) 
 
Directors Intentions 
 
Certain of the Directors, namely Larry Bottomley (CEO), Mark Reid (CFO),
Matthew Taylor (Technical Director), George Canjar and Bill Trojan
(Non-Executive Directors) have indicated their intention to participate in the
Placing at a minimum value of £18,500, £15,000, £10,000, £8,627 and £28,772
respectively. 
 
Westward Investments Limited, a company which is owned by a discretionary
trust of which Adonis Pouroulis (Non-Executive Director) is one of a number of
beneficiaries, has indicated its intention to participate in the Placing at a
minimum value of US$1 million (£585,000). 
 
Further Details of the Placing 
 
The Placing will be led by GMP Securities Europe LLP ("GMP"), and finnCap
Limited ("finnCap") as joint bookrunners and Ladenburg Thalmann & Co. Inc.
("Ladenburg Thalmann"), a subsidiary of Ladenburg Thalmann Financial Services
Inc. (NYSE MKT:LTS)  acting as US Placing Agent. The Placing is not being
underwritten. The Placing is subject to the terms and conditions set out in
Appendix I to this Announcement. 
 
The final offering price and total number of Placing Shares to be sold
pursuant to the Placing will be determined in the context of the market with
final terms to be determined following the completion of the book-building
process.  The book will open with immediate effect and close at the sole
discretion of GMP, finnCap and Ladenburg Thalmann.  Details on the number of
Placing Shares offered and the price at which they are offered will be
announced as soon as practicable after the close of the book-building
process. 
 
Your attention is drawn to the detailed terms and conditions of the Placing
described in the Appendix to this Announcement (which forms part of this
Announcement). By choosing to participate in the Placing and by making an oral
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this announcement in its entirety and to be making such offer
on the terms and conditions in it, and to be providing the representations,
warranties, acknowledgements and undertakings contained in the Appendix. 
 
NOTES TO EDITORS 
 
About Chariot 
 
Chariot Oil & Gas Limited is an independent oil and gas exploration group. It
holds licences covering eight blocks in Namibia, one block in Mauritania,
three blocks in Morocco and four licences in the Barreirinhas Basin offshore
Brazil. All of these blocks are currently in the exploration phase. 
 
The ordinary shares of Chariot Oil & Gas Limited are admitted to trading on
the AIM Market of the London Stock Exchange under the symbol 'CHAR'. 
 
Certain statements in this Announcement are forward-looking statements 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 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 these 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 applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. The information contained in this Announcement is subject to change
without notice and neither the Company nor GMP nor finnCap nor Ladenburg
Thalmann assumes any responsibility or obligation to update publicly or review
any of the forward-looking statements contained herein. 
 
Past performance is not a guide to future performance. 
 
The material in this Announcement is for informational purposes only and does
not constitute an offer of securities for sale in the United States or any
other jurisdiction in which such an offer or solicitation is unlawful.  The
Company's securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or the laws
of any state, and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state laws.  No
public offering of securities will be made in the United States. 
 
finnCap, which is authorised and regulated by the Financial Conduct Authority,
is acting for the Company in connection with the Placing and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap or for providing advice in relation
to the Placing. 
 
GMP, which is authorised and regulated by the Financial Conduct Authority, is
acting for the Company in connection with the Placing and no one else and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of GMP or for providing advice in relation to
the Placing. 
 
Ladenburg Thalmann, a broker-dealer registered with and regulated by the U.S.
Securities and Exchange Commission (the "SEC") and the U.S. Financial Industry
Regulatory Authority ("FINRA"), is acting as placement agent in the United
States for the Placing Shares. Ladenburg Thalmann (i) was not requested to
(and did not) verify or confirm any statement contained in the document
relating to the past or future financial performance, financials, operations
or activities of the Company or its affiliates, the Company's products or any
market information; (ii) did not conduct any investigation with respect to
such information; and (iii) cannot guarantee the accuracy of such
information. 
 
The distribution of this Announcement and the Placing in certain jurisdictions
may be restricted by law.  No action has been taken by the Company, finnCap,
GMP or Ladenburg Thalmann or by any of their respective affiliates or agents
or brokers that would permit the Placing or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing in any jurisdiction where action for that purpose is required. 
Persons into whose possession this Announcement becomes available are required
by the Company, finnCap, GMP and Ladenburg Thalmann to inform themselves
about, and to observe, such restrictions. 
 
Neither the content of websites referred to in this Announcement, nor any
hyperlinks on such websites is incorporated in, or forms part of, this
Announcement. 
 
APPENDIX 
 
TERMS AND CONDITIONS - IMPORTANT INFORMATION REGARDING THE PLACING. 
 
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (SAVE AS
OTHERWISE SET OUT BELOW), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. 
 
EACH PURCHASER SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN SHARES IN THE COMPANY. 
 
MEMBERS OF THE PUBLIC ARE NOT ENTITLED TO TAKE PART IN THE PLACING AND THIS
ANNOUNCEMENT IS COMMUNICATED TO THEM FOR THE PURPOSES OF INFORMATION ONLY AND
IS DIRECTED ONLY: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA
("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE
TERMS AND CONDITIONS HEREIN MUST NOT BE RELIED ON, ACTED ON OR RESPONDED TO BY
PERSONS WHO ARE (I)NOT RELEVANT PERSONS; OR (II) NOT US PERMITTED PERSONS (AS
SUCH TERM IS DEFINED BELOW).  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND/OR US PERMITTED PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS AND PERMITTED US PERSONS. THIS
APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. IF YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE A
RELEVANT PERSON YOU SHOULD CONSULT A PROFESSIONAL ADVISER FOR ADVICE. 
 
Persons who are invited to and who choose to participate in the Placing (as
such term is defined in paragraph 1.1 below) by making an oral or written
offer to subscribe for Shares (as such terms is defined in paragraph 1.1
below), including any individuals, funds or others on whose behalf a
commitment to acquire Shares is given (the "Purchaser"), will be deemed to
have read and understood this Announcement in its entirety and to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, undertakings and agreements
contained in this Appendix. In particular, each such prospective Purchaser
represents, warrants and acknowledges that: 
 
1. it is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Shares (as such term is defined below) that are allocated to
it for the purposes of its business; 
 
2. if it is a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, any Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in 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 which has implemented the Prospectus
Directive to Qualified Investors, or in circumstances in which the prior
consent of finnCap Limited ("finnCap")has been given to each such proposed
offer or resale; and 
 
3. (a) (i) it is not in the United States and (ii) it is not acting for the
account or benefit of a person in the United States; (b) it is a dealer or
other professional fiduciary in the United States acting on a discretionary
basis for a non-US person (other than an estate or trust) in reliance on
Regulation S; (c) it is otherwise acquiring the Shares in an "offshore
transaction" meeting the requirements of Regulation S under the Securities
Act; or (d) it is a "qualified institutional buyer" (a "QIB") (as defined in
Rule 144A under the Securities Act) and it has duly executed an investor
letter in a form provided to it and delivered the same to one of the Joint
Bookrunners or its affiliates (3(b), 3(c) and 3(d) together "US Permitted
Persons"). 
 
This Announcement does not constitute an offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of any securities or investment
advice in any jurisdiction, including, without limitation, the United Kingdom,
the United States, Australia, Canada, Japan or South Africa. No public offer
of securities of the Company is being made in the United Kingdom, United
States or elsewhere. 
 
In particular, the Shares referred to in this Announcement have not been and
will not be registered under the US Securities Act or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and the Company has not been registered as an investment company under the US
Investment Company Act of 1940, as amended. None of this document, the Shares,
nor any document related to this document or the Shares, have been approved or
disapproved by the US Securities and Exchange Commission, any State securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. Any representation to the
contrary is unlawful. The Shares are being offered and sold outside the United
States in accordance with Regulation S under the US Securities Act. Any
offering to be made in the United States will be made to a limited number of
QIBs pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act or in a transaction not involving any
public offering. 
 
The relevant clearances have not been, and nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with and/or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Shares
have not been, and nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of Australia,
Canada, Japan or South Africa. Accordingly, the Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered or otherwise transferred, directly or indirectly, in or
into the United States (except to US Permitted Persons), Australia, Canada,
Japan, South Africa or any other jurisdiction outside the United Kingdom. 
 
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action. 
 
1.         Placing 
 
1.1       Chariot Oil & Gas Limited (company number 47532) (the "Company"),
intends to conduct a Placing to raise proceeds of up to US$15 million
(approximately £8.8  million). The new ordinary shares of £0.01 nominal value
each ("Shares") will be issued to existing and new investors (the"Placing") at
an issue price ("Issue Price") as determined by the Brokers and the Company
subject to shareholder approval. 
 
1.2       The Company has appointed GMP Securities Europe LLP ("GMP"), finnCap
and Ladenburg Thalmann & Co. Inc. as joint placing agents and brokers in
respect of the Placing (together, the "Joint Bookrunners", and each, a "Joint
Bookrunner"). 
 
1.3       The terms and conditions set out in this Appendix apply to persons
making an offer to subscribe for Shares under the Placing. 
 
2.         Allocation and conditions to Placing 
 
2.1       Shares under the Placing will be issued on the Closing Date (as
defined below). 
 
2.2       Participation in the Placing will only be available to persons who
may lawfully be, and are, invited to participate by the Joint Bookrunners. 
 
2.3       The number of Shares to be issued and the Issue Price will be
finally agreed between the Joint Bookrunners and the Company following
completion of the book-build being conducted by the Joint Bookrunners to
determine demand for participation in the Placing and the Issue Price (the
"Book-build"). The number of Shares which have been placed and the Issue Price
will be announced following the completion of the Book-build. 
 
2.4       Acceptances of the Placing and allocations of Shares (including the
subscription amount payable) will be as: 
 
confirmed (orally or in writing) with prospective purchasers who are in the
United Kingdom and United States (or as the Joint Bookrunners and Company may
agree, in any other jurisdiction) by the respective Joint Bookrunner (or their
broker dealers or their agents as agent of the Company).  That confirmation
constitutes an irrevocable legally binding commitment of that person (who will
at that point become a purchaser ("Purchaser")) to subscribe for the number of
Shares allocated to it on the terms and conditions set out in this Appendix (a
copy of this Appendix having been provided to the Purchaser prior to or at the
same time as such confirmation) and in accordance with the Company's articles
of association; or 
 
(unless paragraph 2.4(a) applies) by the completion and return of such letter
of confirmation and registration or other forms as the Joint Bookrunners or
their agents may in their absolute discretion require and in that event the
terms and conditions set out in such letter of confirmation and registration
or other form shall apply to the exclusion of this Appendix. 
 
2.5       The Book-build is expected to close no later than 4.30 pm on 22 July
2014 but may be closed earlier or later at the discretion of the Joint
Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept
bids that are received after the Book-build has closed. The Company reserves
the right to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its absolute discretion. 
 
2.6       The Joint Bookrunners may choose to allocate Shares at their
discretion (in agreement with the Company) and may scale down any bids for
Shares made by prospective Purchasers for this purpose on such basis as they
may determine. The Joint Bookrunners may also, notwithstanding paragraph 2.5
above, subject to the prior consent of the Company (a) allocate Shares after
the time of any initial allocation to any person submitting a bid after that
time; and (b) allocate Shares after the Book-build has closed to any person
submitting a bid after that time. 
 
2.7       For the avoidance of doubt, acceptance of the Placing constitutes a
Purchaser's irrevocable legally binding agreement, subject to the Placing
Agreement (as defined below) not having been terminated, to pay the aggregate
settlement amount of the Shares regardless of the total number of Shares (if
any) subscribed for by any other investor(s). 
 
2.8       By participating in the Book-build, each Purchaser agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described in paragraph 4 below, and will not be capable of
rescission or termination by the Purchaser. 
 
2.9       In making an investment decision, Purchasers must rely on their own
examination of the Company and its prospects and the terms of the Placing,
including the merits and risks involved in investing in the Shares. 
 
2.10     Irrespective of the time at which a Purchaser's allocation pursuant
to the Placing is confirmed, settlement for all Shares to be acquired pursuant
to the Placing will be required to be made at the same time, on the basis
explained below under "Registration and Settlement." 
 
2.11     Settlement will occur on a date to be advised but expected to be on
or around 19 August 2014 ("Closing Date"). 
 
3.         Shares and Quotation 
 
3.1       The Shares will be issued fully paid and will rank equally, from the
date of issue, in all respects with the Company's existing issued ordinary
shares, including the right to receive all dividends and other distributions
declared, made or paid in respect of such ordinary shares after the date of
issue of the Shares. 
 
3.2       Application will be made to the London Stock Exchange plc for
admission to trading of the Shares on AIM ("Admission").  It is anticipated
that Admission will become effective on or around 19 August 2014 and that
dealings in the Shares will commence at that time. 
 
4.         Placing Agreement 
 
4.1       On 21 July 2014, the Company and each of the Joint Bookrunners
entered into a placing agreement in connection with the Placing (the "Placing
Agreement").  Pursuant to the Placing Agreement, each of the Joint Bookrunners
has agreed to use their respective reasonable endeavours to place the Shares
with prospective Purchasers. 
 
4.2       The Joint Bookrunners' obligations under the Placing Agreement in
respect of the Shares are conditional, inter alia, on: 
 
shareholder approval of the resolutions necessary to issue the Shares pursuant
to the Placing ("Resolutions"); 
 
none of the warranties contained in the Placing Agreement being untrue,
inaccurate or misleading as at the date of the Placing Agreement and at all
times before and at the date of Admission; 
 
the Company allotting, subject only to Admission, the Shares in accordance
with the Placing Agreement; 
 
Admission taking place not later than 8.00 a.m. on 19 August 2014 or such
later date as the Company and the Joint Bookrunners may otherwise agree but
not being later than 8.00 a.m. on 29 August 2014; and 
 
there having been since the date of the Placing Agreement no material adverse
effect on the Company (or of its subsidiaries). 
 
4.3       If: (i) any of the conditions contained in the Placing Agreement in
relation to the Shares are not fulfilled or waived by the Joint Bookrunners by
the respective time or date where specified (or such later time or date as the
Company and the Joint Bookrunners  may agree); (ii) any of such conditions
becomes incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing in relation to
the Shares will lapse and the Purchaser's rights and obligations hereunder in
relation to the Shares shall cease and terminate at such time and each
Purchaser agrees that no claim can be made by the Purchaser in respect
thereof. 
 
4.4       The Joint Bookrunners may, at their absolute discretion and upon
such terms as they think fit, waive, or extend the period for, compliance by
the Company with the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement save that the conditions
relating to the allotment and issue of the Shares (subject only to Admission)
and shareholder approval may not be waived. Any such extension or waiver will
not affect Purchasers' rights and obligations under the terms and conditions
set out in this Appendix. 
 
4.5       Neither of the Joint Bookrunners nor the Company shall have any
liability to any Purchaser (or to any other person whether acting on behalf of
a Purchaser or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally and by
participating in the Placing each Purchaser agrees that any such decision is
within the absolute discretion of the Joint Bookrunners. 
 
4.6       Each of the Joint Bookrunners is entitled, at any time before
Admission, to terminate the Placing Agreement by giving notice to the Company
in certain circumstances, including, inter alia, a breach of the warranties
given to the Joint Bookrunners in the Placing Agreement, the failure of the
Company to comply with obligations under the Placing Agreement or an event has
occurred which, in the opinion of the Joint Bookrunner (acting in good faith),
constitutes or is likely to cause a material adverse change.  Following
Admission, the Placing Agreement is not capable of rescission or termination. 
 
4.7       The rights and obligations of the Purchasers shall terminate only in
the circumstances described in these terms and conditions and will not be
subject to termination by the Purchaser or any prospective Purchaser at any
time or in any circumstances. By participating in the Placing, Purchasers
agree that the exercise by a Joint Bookrunner of any right of termination or
other discretion under the Placing Agreement shall be within the absolute
discretion of that Joint Bookrunner, and that it need not make any reference
to Purchasers and that it shall have no liability to Purchasers whatsoever in
connection with any such exercise. 
 
5.         Relationship of the Joint Bookrunners 
 
5.1       The obligations of each Joint Bookrunner in connection with the
Placing (including any payment obligation) are several, and not joint nor
joint and several.  A right of a Joint Bookrunner in connection with the
Placing (including any rights under the Placing Agreement) is held by that
Joint Bookrunner severally and each Joint Bookrunner may exercise its rights,
powers and benefits in connection with the Placing separately and
individually. 
 
5.2       A Joint Bookrunner will not be responsible for the performance
obligations of the other Joint Bookrunner and will not be liable for any
claims, damages or liabilities arising out of the actions taken, omissions of
or advice given by the other Joint Bookrunner.  Any breach, non-performance or
default by a Joint Bookrunner will not constitute a breach, non-performance or
default of the other. 
 
5.3       Nothing contained or implied hereby or by acceptance of the Placing
constitutes a Joint Bookrunner acting as the partner, agent or representative
of the other Joint Bookrunner for any purpose or creates any partnership,
agency or trust between the Joint Bookrunners, and no Joint Bookrunner has any
authority to bind another Joint Bookrunner in any way. 
 
5.4       Neither of the Joint Bookrunners will be liable for any loss, damage
or claim arising out of the actions taken or advice given by the other Joint
Bookrunner.  In addition, the rights of a Joint Bookrunner and the
Beneficiaries (as defined below) in respect of that Joint Bookrunner under the
representations, warranties, acknowledgements and undertakings set out below
will in no way be affected by the actions taken or alleged to have been taken
or advice given or alleged to have been given by the other Joint Bookrunner or
its Beneficiaries. 
 
6.         Offer personal 
 
The offering of Shares and the agreement arising from acceptance of the
Placing is personal to each Purchaser and does not constitute an offering to
any other person or to the public.  A Purchaser may not assign, transfer, or
in any other manner, deal with its rights or obligations under the agreement
arising from the acceptance of the Placing, without the prior written
agreement of the Joint Bookrunners in accordance with all relevant legal
requirements. 
 
7.         No Prospectus 
 
7.1       No offer document or prospectus has been or will be delivered to the
Financial Conduct Authority ("FCA") in relation to the Placing, and a
Purchaser's commitments will be made solely on the basis of the information
contained in the announcement released by the Company today which this
Appendix forms part of (the "Announcement"). 
 
7.2       Each Purchaser, by making an offer to subscribe for Shares, agrees
that the content of this Announcement (including this Appendix) is exclusively
the responsibility of the Company and confirms that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company or the Joint Bookrunners or any other
person and none of the Company or the Joint Bookrunners nor any other person
will be liable for any Purchaser's decision to participate in the Placing
based on any other information, representation, warranty or statement which
Purchasers may have obtained or received, and if given or made, such
information, representation, warranty or statement must not be relied upon as
having been authorised by the Bookrunners, the Company or their respective
officers, directors, employees or agents.  Each Purchaser acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company in accepting a participation in the Placing. 
Neither the Company nor the Bookrunners make any undertaking or warranty to
any Purchaser regarding the legality of any investment in the Shares by such
Purchaser under any legal, investment or similar laws or regulations. Each
Purchaser should not consider any information in this Announcement to be
legal, tax or business advice. Each Purchaser should consult its own
solicitor, tax adviser and financial adviser for independent legal, tax and
financial advice regarding an investment in the Shares. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation. 
 
8.         Registration and Settlement 
 
8.1       Settlement of transactions in the Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within the CREST system
administered by Euroclear UK and Ireland Limited ("CREST"). 
 
8.2       The Company will procure its Transfer Agent (as defined in paragraph
9(k) below) to deliver the Shares to CREST accounts operated by the respective
Joint Bookrunner for the Company and the Joint Bookrunners will enter their
respective delivery (DEL) instructions into the CREST system. The input to
CREST by each Purchaser of a matching or acceptance instruction will then
allow delivery of the relevant Shares to that Purchaser against payment. 
 
8.3       Each Purchaser allocated Shares in the Placing will be sent a
conditional trade confirmation stating the number of Shares and the
subscription amount payable to be allocated to it and will be required to
provide the Joint Bookrunners with funds sufficient to purchase such
securities prior to the Closing Date. 
 
8.4       Each Purchaser is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Shares allocated to
that Purchaser on such Purchaser's behalf and retain from the proceeds, for
the Company's account and benefit, an amount equal to the aggregate amount
owed by the Purchaser plus any interest due.  The relevant Purchaser 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 (together
with any interest or penalties) which may arise upon the sale of such Shares
on such Purchaser's behalf. 
 
8.5       Subject to the passing of the Resolutions, it is expected that
settlement will take place on or about 19 August 2014 in CREST in accordance
with the instructions set out in the conditional trade confirmation.
Settlement will be either through GMP against CREST ID 116 or through finnCap
against CREST ID CAQAQ. 
 
8.6       The Company reserves the right to require settlement for and
delivery of the Shares (or a portion thereof) to any Purchaser in any form it
requires if, in the Joint Bookrunners' or the Company's opinion, delivery or
settlement is not possible or practicable within CREST or would not be
consistent with the regulatory requirements of the Purchaser's jurisdiction. 
 
8.7       Each Purchaser agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with the applicable
registration and settlement procedures, including if applicable, CREST rules
and regulations and settlement instructions that it has in place with the
respective Joint Bookrunner. 
 
8.8       If Shares are to be delivered to a custodian or settlement agent,
Purchasers should ensure that the conditional trade confirmation is copied and
delivered immediately to the relevant person within that organisation. Each
Purchaser shall ensure that, insofar as Shares are registered in a Purchaser's
name or that of its nominee or in the name of any person for whom a Purchaser
is contracting as agent or nominee, such person shall not be a person who is
or may be liable to any UK stamp duty or stamp duty reserve tax or securities
transfer tax. 
 
8.9       Interest is chargeable daily on payments to the extent that value is
received after the due date at the rate per annum of 4 percentage points above
the Barclays Bank plc base rate. 
 
9.         Representations and Warranties 
 
9.1       Each Purchaser (and each person acting on its behalf) represents,
warrants, acknowledges and undertakes for the benefit of the Company, each of
the Joint Bookrunners and the respective officers, employees and advisers of
the Company and of each of the Joint Bookrunners, and any person acting on
behalf of any of them ( each a "Beneficiary" and together the "Beneficiaries")
as follows: 
 
if it is a Purchaser in the United Kingdom it: 
 
is a Qualified Investor; and 
 
is also a person falling within one or more of the categories of persons
referred to in article 19 (investment professionals) or 49 (high net worth
companies, etc) of the Order or is a person to whom the Placing may otherwise
be made or to whom the Shares may otherwise be directed without an approved
prospectus having been made available to the public in the UK before the
Shares are offered and without making an unlawful financial promotion; and 
 
understands, recognises and acknowledges that no prospectus has been or will
be approved in connection with the Placing by the FCA in the United Kingdom
under section 87A of Financial Services and Markets Act 2000 (the "FSMA"); or 
 
if it is not in the United Kingdom but is acting for the account of a
Purchaser in the United Kingdom, that each of subparagraphs (i), (ii) and
(iii) applies in respect of each such Purchaser; 
 
if it is a Purchaser in or otherwise subject to the laws of a member state of
the EEA (other than, for the avoidance of doubt, the UK), (i) it is a
Qualified Investor acting as a principal for its own account to whom an
invitation or Placing to subscribe for Shares in the manner contemplated by
this agreement and any communication or correspondence in connection therewith
is permitted by the laws of that member state or (ii) if it is not in any such
member state but are acting for the account of such person then (i) applies in
respect of each such Purchaser; 
 
it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person; 
 
if it is in a jurisdiction outside the United States, the United Kingdom, or
other member states of the EEA, it is a person to whom the Placing or an
invitation to subscribe for the Shares in the manner contemplated by this
Appendix and any communication or correspondence therewith is permitted by the
laws of the jurisdiction in which it is situated or from where the Purchaser
submitted its bid to subscribe for Shares and it is a person to whom the
Shares can lawfully be offered and issued under all applicable laws, without
the need for any approval, registration, filing or lodgement of any kind,
including a prospectus or other disclosure document; 
 
if it is not in the United States, nor a U.S. Person (as defined in Regulation
S under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"),
nor acting for the account or benefit of a person in the United States or a
U.S. Person, it is acquiring the Shares in an offshore transaction in
accordance with Regulation S under the U.S. Securities Act; 
 
if it is in the United States or a U.S. Person, it meets the requirements of a
qualified institutional buyer, as defined in Rule 144A under the U.S.
Securities Act; 
 
it understands that the Placing and sale to it of the Shares has not been and
will not be registered under the U.S. Securities Act or the laws of any state
of the United States; Therefore, it agrees that it will not offer, sell or
pledge any Shares in the United States unless and until the Shares are
registered under the U.S. Securities Act (which it acknowledges the Company
has no obligation to do) or unless the Shares are offered, sold or pledged in
a transaction exempt from, or not subject to, the registration requirements of
the U.S. Securities Act and the laws of any state of the United States; 
 
the Purchaser acknowledges that it has not acquired the Shares as a result of
any general solicitation or general advertising (as these terms are used in
Regulation D under the U.S. Securities Act), including advertisements,
articles, notices or other communications published in any newspaper, magazine
or similar media, or broadcast over radio, Internet or television, or any
seminar or meeting whose attendees have been invited by general solicitation
or general advertising; 
 
the Purchaser understands that if it is in the United States or a U.S. person
and it decides to offer, sell or otherwise transfer any of the Shares, such
securities may be offered, sold or otherwise transferred only (i) to the
Company, (ii) pursuant to an effective registration statement that covers
resales of the securities, (iii) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, or (iv) within the United
States in a transaction that does not require registration under the
Securities Act (including, without limitation, pursuant to Rule 144 or Rule
144A) and in any case in accordance with any applicable securities laws of any
state of the United States, and, with respect to clauses (iii) and (iv), the
Purchaser has, prior to such offer, sale or transfer, furnished to the Company
an opinion of counsel or other evidence of exemption, in either case
reasonably satisfactory to the Company; 
 
if the Purchaser is in the United States or a U.S. person and holds the Shares
in certificated form, the Purchaser understands and acknowledges that upon the
original issuance thereof, and until such time as the same is no longer
required under applicable requirements of the U.S. Securities Act or
applicable state securities laws, certificates representing, documents or
notations constituting the Shares and all certificates or documents issued in
exchange therefor or in substitution thereof, shall bear a legend
substantially in the following form: 
 
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").  THESE
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT THAT COVERS
RESALES OF SECURITIES, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, OR (D) IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT (INCLUDING WITHOUT
LIMITATION RULE 144 OR 144A THEREUNDER) OR ANY APPLICABLE STATE SECURITIES
LAWS, AND, WITH RESPECT TO CLAUSES (C) AND (D), THE HOLDER HAS, PRIOR TO SUCH
OFFER, SALE OR TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR
OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE
COMPANY." 
 
if Shares are being resold by a US investor under Rule 904 of Regulation S
under the U.S. Securities Act, and provided that the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, Capita
Registrars, the Company's registrar and transfer agent (including any
successor transfer agent, the "Transfer Agent"), may remove the legend if (i)
the US investor provides a declaration as the Company may prescribe from time
to time; and (ii) if required by Transfer Agent, subject to applicable law,
the Company obtains an opinion or memorandum of U.S. counsel (as required by
the Transfer Agent), addressed to the Transfer Agent permitting removal of
resale restrictions for resales of Subscribed Shares by investors in the
United States through the facilities of the London Stock Exchange in reliance
upon Rule 904 of Regulation S under the Securities Act; the Company will use
reasonable endeavors to obtain such an opinion; 
 
unless otherwise specifically agreed in writing with the Joint Bookrunners,
neither it nor the beneficial owner of such Shares will be a resident of
Australia, Japan, the Republic of South Africa or the Republic of Ireland; 
 
the Shares have not been and will not be registered under the securities
legislation of the United States, Canada, Australia, Japan, the Republic of
South Africa and the Republic of Ireland and may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly, within
those jurisdictions except subject to certain exceptions; 
 
the Purchaser consents to the Company making a notation on its records or
giving instructions to any registrar and transfer agent of the Shares in order
to implement the restrictions on transfer set forth and described above; 
 
if required by applicable securities laws or as otherwise reasonably requested
by the Company, the Purchaser will execute, deliver and file and otherwise
assist the Company in filing reports, questionnaires, undertakings and other
documents with respect to the issue of the Shares; 
 
the Purchaser has such knowledge and experience in financial, business and tax
matters as to be capable of evaluating the merits and risks of its investment
in the Shares and it is able to bear the economic risks and complete loss of
such investment in the Shares; 
 
the Purchaser has not received or requested, nor does it have any need to
receive, any offering memorandum or any other document describing the business
and affairs of the Company in order to assist it in making an investment
decision to subscribe for the Shares; 
 
the Purchaser understands and agrees that there may be material tax
consequences to the Purchaser of an acquisition or disposition of any of the
Shares.  Neither the Company nor any of the Joint Bookrunners gives any
opinion or makes any representation with respect to the tax consequences to
the Purchaser under United States, state, local or foreign tax law of the
undersigned's acquisition or disposition of such securities.  In particular,
no determination has been made whether the Company will be a "passiveforeign
investment company" ("PFIC") within the meaning of Section 1291 of the United
States Internal Revenue Code; 
 
it is purchasing the Shares for its account or for the account of one or more
persons for investment purposes only and not with the purpose of, or with a
view to, the resale, transfer or distribution or granting, issuing or
transferring of interests in, or options over, the Shares and, in particular,
neither the Purchaser nor any other person for whose account it is purchasing
the Shares has any intention to distribute either directly or indirectly any
of the Shares in the United States; 
 
it has such knowledge and experience in financial and business matters and
expertise in assessing credit and all other relevant risks that it is capable
of evaluating independently, and has evaluated independently and conducted an
in-depth detailed analysis on, the merits and risks of a purchase of the
Shares for itself and each other person, if any, for whose account it is
acquiring any Shares, and it has determined that the Shares are a suitable
investment for itself and each other person, if any, for whose account it is
acquiring any Shares, both in the nature and the number of the Shares being
acquired; 
 
if applicable, it is, or any beneficial Purchaser for whom it is contracting
is, acquiring the Shares pursuant to and in compliance with an exemption from
the prospectus requirements of securities laws of the jurisdiction of
residence and will provide the Company and the Joint Bookrunners, on request,
whether before or after the Closing Date, with evidence of such compliance; 
 
it has had access to all information that it believes is necessary or
appropriate in connection with, and for an adequate time prior to, its
purchase of the Shares.  It acknowledges and agrees that it will not hold the
Joint Bookrunners responsible for any misstatements in, or omissions from, any
publicly available information concerning the Company; 
 
it has made and relied entirely upon its own assessment of the Company, and
has conducted its own independent investigation with respect to the Shares and
the Company; 
 
it shall obtain its own advice regarding the tax consequences in any
jurisdiction of purchasing, owning or disposing of any Shares; 
 
it has not relied on any investigation that any Beneficiary  may have
conducted with respect to the Shares or the Company.  No Beneficiary has made
any representation to it, express or implied, with respect to the Shares or
the Company; 
 
it acknowledges that the Placing does not constitute a securities
recommendation or advice in relation to any securities, and that no securities
recommendation or advice has been made or given to you by any Beneficiary in
relation to the Placing; 
 
it acknowledges that an investment in the Shares involves a degree of risk; 
 
except to the extent that liability cannot by law be excluded, it acknowledges
that none of the Beneficiaries accept any responsibility in relation to the
Placing or for the accuracy or completeness of any information given to it in
connection with the Placing; 
 
it acknowledges and agrees that it will accept the decisions and actions of
the Joint Bookrunners and/or the Company in respect of the Placing and the
acceptance of any Placing of Shares does not oblige the Joint Bookrunners
and/or the Company to consult with it as to any matter or qualify the exercise
or non-exercise of rights arising under or in relation to the Placing; 
 
it has been independently advised as to any resale restrictions under
applicable securities laws in its own jurisdiction; 
 
it acknowledges and agrees that if a Joint Bookrunner takes title to the
Shares it does so only as agent for Purchaser for the purposes of effecting
settlement and it agrees to release such Joint Bookrunner from any liability
incurred by it in acting in such capacity (whether arising out of any act or
omission by the Company in relation to the Placing or to the Shares or
otherwise); 
 
if it is acquiring any Shares for an account of one or more persons, it has
full power to make the acknowledgements, representations, warranties and
agreements hereunder on behalf of each such person and it will take reasonable
steps to ensure that each such person will comply with its obligations
hereunder; 
 
it acknowledges that the Beneficiaries will rely upon the truth and accuracy
of the foregoing acknowledgements, representations, warranties and agreements
in conducting and undertaking the Placing; 
 
it has read this Announcement, including this Appendix, in its entirety and
its subscription of the Shares is subject to and based upon only the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein; 
 
the exercise by the Joint Bookrunners of any right of termination or any right
of waiver exercisable by them contained in the Placing Agreement, without
limitation, the right to terminate the Placing Agreement, is within their
absolute discretion and no Joint Bookrunner will have any liability to any
Purchaser whatsoever in connection with any decision to exercise or not
exercise any such rights; 
 
if (i) any of the conditions in the Placing Agreement are not satisfied (or,
where relevant, waived), or (ii) the Placing Agreement is terminated or does
not otherwise become unconditional in all respects prior to the admission of
the Shares, the Placing will lapse and its rights shall cease and determine at
such time and no claim shall be made by any Purchaser in respect thereof; 
 
no offer document or prospectus has been, or will be, prepared in connection
with the Placing and it represents and warrants that it has not received a
prospectus or other offer document in connection therewith; 
 
the Shares are (and the Shares issued pursuant to the Placing will be)
admitted to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the rules and
practices of AIM and that it is able to 

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