REG - Coats Group PLC - Results of Capital Raise

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RNS Number : 4085R  Coats Group PLC  17 July 2025

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")) (EXCEPT TO QIBs, AS DEFINED BELOW), AUSTRALIA, CANADA (EXCEPT TO
THOSE WHO ARE ACCREDITED INVESTORS AND PERMITTED CLIENTS, AS DEFINED BELOW),
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) No.596/2014, INCLUDING AS IT FORMS PART OF DOMESTIC LAW
IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

 

17 July 2025

 

Coats Group plc

 

Results of Capital Raise

 

Coats Group plc ('Coats', the 'Company' or the 'Group'), the world's leading
industrial thread and global footwear component manufacturer, is pleased to
announce the successful completion of the Capital Raise announced yesterday,
raising gross proceeds of approximately £246m, with strong support from
existing shareholders.

 

A total of 314,806,641 new Ordinary Shares (the "Placing Shares") have been
placed by BNP Paribas and Peel Hunt (the "Bookrunners") at a price of 77.0
pence per Placing Share (the "Placing Price") with institutional investors.

 

In addition, retail investors have subscribed via the RetailBook platform (the
"Retail Offer") for a total of 3,852,840 new Ordinary Shares (the "Retail
Offer Shares") at the Placing Price. Certain directors and management of the
Company participated in the Placing for a total of 902,595 new Ordinary Shares
at the Placing Price, as described further below.

 

In aggregate, the Capital Raise comprises 319,562,076 new Ordinary Shares,
representing approximately 20 per cent. of the issued ordinary share capital
of the Company prior to the Capital Raise. The Placing Price represents a
discount of approximately 6.2 per cent. to the closing price of 82.1 pence on
16 July 2025, being the last practicable date prior to the date of this
Announcement.

 

The proceeds of the Capital Raise will be used to part fund the acquisition
and associated costs of OrthoLite Holdings LLC ("OrthoLite"), as announced by
the Company yesterday (the "Acquisition"). Details of the Acquisition are
contained in a separate announcement released by the Company yesterday which
should be read in conjunction with this announcement.

 

Admission and Dealings

 

Application has been made for the Placing Shares, Retail Offer Shares and
Subscription Shares (together, the "New Ordinary Shares") to be admitted to
the equity shares (commercial companies) category of the Official List of the
Financial Conduct Authority (the "FCA") and to trading on the Main Market of
London Stock Exchange plc (together "Admission").

 

Admission is expected to take place on or before 8:00 a.m. on 21 July 2025 and
dealings in the New Ordinary Shares will commence at that time. The Capital
Raise is conditional, inter alia, upon Admission becoming effective and the
Placing Agreement becoming unconditional and not being terminated.

 

The New Ordinary Shares will, when issued, be fully paid and will rank pari
passu in all respects with the existing Ordinary Shares of the Company,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue.

 

 

Participation of Persons Discharging Managerial Responsibility ("PDMRs")

 

Each of the PDMRs that has participated in the Placing ("Directors and
Management Participation") as follows:

 

 Director          Existing beneficial interest in Ordinary Shares*  %      Placing Shares  Interest in Ordinary Shares after Placing Shares Admission*  %
 David Gosnell     1,866,070                                         0.12%  129,870         1,995,940                                                    0.10%
 David Paja        600,000                                           0.04%  324,675         924,675                                                      0.05%
 Hannah Nichols    26,092                                            0.00%  129,870         155,962                                                      0.01%
 Steve Murray      100,000                                           0.01%  38,961          138,961                                                      0.01%
 Jakob Sigurdsson  77,244                                            0.00%  32,467          109,711                                                      0.01%
 Fran Philip       75,984                                            0.00%  12,987          88,971                                                       0.00%
 Sarah Highfield   59,227                                            0.00%  12,987          72,214                                                       0.00%
 Wu Gang           -                                                 -      58,441          58,441                                                       0.00%
 Srinivas Phatak   -                                                 -      22,727          22,727                                                       0.00%

 

*Includes beneficial interest in Ordinary Shares held by 'persons closely
associated' with each PDMR

 

Following Admission, the Company will have 1,917,372,461 Ordinary Shares in
issue. There are no Ordinary Shares held in treasury. Therefore, the Company
confirms that the total number of voting rights in the Company will, following
Admission, be 1,917,372,461 which is the figure that may be used by
shareholders 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 Company under the FCA's Disclosure Guidance and
Transparency Rules ("DTRs").

 

This Announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 (as it forms part of domestic law as defined in
the European Union (Withdrawal) Act 2018). This Placing Announcement is issued
on behalf of the Company by Hannah Nichols, Chief Financial Officer.

 

 

For further information please contact:

 

 Coats Group plc (Investors)                +44 (0) 7974 974 690
 Chris Dyett

 BNP Paribas (Joint Broker and Bookrunner)  +44 (0) 20 7595 9444

 Virginia Khoo

 Tom Snowball

 Carwyn Evans

 Lauren Davies

 Peel Hunt (Joint Broker and Bookrunner)    +44 (0) 20 7418 8900

 Mike Bell

 Sohail Akbar

 Dominic Convey

 Nick Wilks

 Lazard (Financial Adviser)                 +44 (0) 7834 843 400

 Simon Chambers

 FTI Consulting (Communications)            +44 (0) 20 3727 1340

 Nick Hasell

 Victoria Hayns

 

 

 

 

Pre-Emption Group Reporting

 

The Placing, Retail Offer and Directors and Management Participation (the
"Capital Raise") is a non-pre-emptive issue of equity securities for cash and
accordingly the Company makes the following post-transaction report in
accordance with the most recently published Pre-Emption Group Statement of
Principles (2022).

 Name of issuer        Coats Group plc
 Transaction details   In aggregate, the Capital Raise of 319,562,076 Ordinary Shares represents
                       approximately 20 per cent of the Company's issued ordinary share capital.

                       Settlement for the New Ordinary Shares are expected to take place on or before
                       8.00 a.m. (London time) on 21 July 2025.
 Use of proceeds       The proceeds of the Capital Raise will be used to part fund the acquisition
                       and associated costs of OrthoLite, as announced by the Company yesterday.
 Quantum of proceeds   In aggregate, the Capital Raise will raise gross proceeds of approximately
                       £246 million with estimated net proceeds of approximately £240 million.
 Discount              The Placing Price represents a discount of approximately 6.2 per cent. to
                       82.1 pence, which was the closing price on 16 July 2025.
 Allocations           Soft pre-emption has been adhered to in the allocations process. The Company
                       was involved in the allocations process, which has been carried out in
                       compliance with all applicable MiFID II allocation requirements. Allocations
                       made outside of soft pre-emption were preferentially directed towards existing
                       shareholders in excess of their pro rata, and wall-crossed accounts.
 Consultation          The Joint Bookrunners undertook a pre-launch wall-crossing process, including
                       consultation with major shareholders, to the extent reasonably practicable and
                       permitted by law.
 Retail investors      The Capital Raise included a Retail Offer, for a total of 3,852,840 Ordinary
                       Shares, via the RetailBook platform.

                       Retail investors who participated in the Retail Offer were able to do so at
                       the same Placing Price as all other investors participating in the Placing.

                       The Retail Offer was made available to existing shareholders and new investors
                       in the UK. Investors were able to participate through RetailBook's free-to-use
                       direct channel. As such, to the extent practicable on the transaction
                       timetable, eligible UK retail investors (including certificated retail
                       shareholders) had the opportunity to participate in the Retail Offer alongside
                       institutional investors.

 

 

 

 

 

IMPORTANT NOTICES

 

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")) (EXCEPT TO QIBs), AUSTRALIA, CANADA (EXCEPT TO THOSE WHO ARE
ACCREDITED INVESTORS AND PERMITTED CLIENTS), THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS
ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE,
NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

Coats Group plc is a company registered in England and Wales with company
number 00103548 and registered office at 4th Floor 14 Aldermanbury Square,
London, England, EC2V 7HS.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any state or any other jurisdiction of the United States. A potential
placee and the prospective beneficial owner of the Placing Shares is, and at
the time the Placing Shares are subscribed for will be, (i) outside the United
States in "offshore transactions" (as such terms are defined in Regulation S
under the Securities Act ("Regulation S")) pursuant to Regulation S and
otherwise in accordance with applicable laws; or (ii) in the United States to
a limited number of "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act) ("QIBs"). The securities referred to herein have not
been approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the securities referred
to herein. No public offering of the Placing Shares is being made in the
United States.

No action has been taken by the Company or BNP PARIBAS ("BNPP") or Peel Hunt
LLP ("Peel Hunt") or any of their respective affiliates, or any of its or
their respective directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") that would, or is intended to, 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.

This Announcement is for information purposes only and does not constitute an
offer to sell or issue, or the solicitation of an offer to buy, acquire,
underwrite or subscribe for or otherwise acquire or dispose of any shares in
the capital of the Company in the United States, Australia, Canada, Japan or
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. The distribution of this Announcement, and the
Placing and/or the offer or sale of the Placing Shares, may be restricted by
law in certain jurisdictions. Persons receiving this Announcement are required
to inform themselves about and to observe any such restrictions. 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. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so. Any
failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions.

This Announcement is directed at and is only being distributed to persons: (a)
if in member states of the European Economic Area (the "EEA"), "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "EU Prospectus Regulation") ("Qualified Investors"); or (b) if in the
United Kingdom, "qualified investors" within the meaning of Article 2(e) of
the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are (i) persons who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons
who fall within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom
it may otherwise lawfully be communicated (each such person in (i), (ii) and
(iii) above, a "Relevant Person"). No other person should act or rely on this
Announcement and persons distributing this Announcement must satisfy
themselves that it is lawful to do so. By accepting the terms of this
Announcement, you represent and agree that you are a Relevant Person, if in
the United Kingdom, or a Qualified Investor, if in a member state of the EEA.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons, if in the United Kingdom, or Qualified Investors, if in a
member state of the EEA. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant Persons, if
in the United Kingdom, and Qualified Investors, if in a member state of the
EEA, and will be engaged in only with Relevant Persons, if in the United
Kingdom, and Qualified Investors, if in a member state of the EEA.

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such offering document or prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published. This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and 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.

The securities may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are "accredited investors" within the meaning of
National Instrument 45-106 - Prospectus Exemptions (or section 73.3(1) of the
Securities Act (Ontario), as applicable) (each, an "Accredited Investor") and
"permitted clients" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations
(each, a "Permitted Client"). Any resale of the securities must be made in
accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws. Canadian purchasers are
advised to seek legal advice prior to any contemplated purchase and resale of
securities of the Company.

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

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial results
are forward-looking statements. Any statements contained in this Announcement
that are not statements of historical fact are, or may be deemed to be,
forward-looking statements. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect", "may", "plan", "project" or words or terms of similar meaning or the
negative thereof, are not guarantees of future performance and are subject to
known and unknown risks and uncertainties. There are a number of factors
including, but not limited to, commercial, operational, economic and financial
factors, that could cause actual results, financial condition, performance or
achievements to differ materially from those expressed or implied by these
forward-looking statements. Many of these risks and uncertainties relate to
factors that are beyond the Company's ability to control or estimate
precisely, such as changes in taxation or fiscal policy, future market
conditions, currency fluctuations, the behaviour of other market participants,
the actions of governments or governmental regulators, or other risk factors,
such as changes in the political, social and regulatory framework in which the
Company operates or in economic or technological trends or conditions,
including inflation, recession and consumer confidence, on a global, regional
or national basis. Given those risks and uncertainties, readers are cautioned
not to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of this Announcement. Each of the Company
and BNPP and Peel Hunt and their respective affiliates and Representatives
expressly disclaims any obligation or undertaking to update or revise publicly
any forward looking statements, whether as a result of new information, future
events or otherwise unless required to do so by applicable law or regulation.

In particular, no statement in this Announcement is intended to be a profit
forecast or profit estimate and no statement of a financial metric (including
estimates of EBITDA, profit before tax, free cash flow or net debt) should be
interpreted to mean that any financial metric for the current or future
financial years would necessarily match or exceed the historical published
position of the Company and its subsidiaries. Certain statements in this
Announcement may contain estimates. The estimates set out in this Announcement
have been prepared based on numerous assumptions and forecasts, some of which
are outside of the Company's influence and/or control, and is therefore
inherently uncertain and there can be no guarantee or assurance that it will
be correct. The estimates have not been audited, reviewed, verified or subject
to any procedures by the Company's auditors. Undue reliance should not be
placed on them and there can be no guarantee or assurance that they will be
correct.

BNP PARIBAS is authorised and regulated by the European Central Bank and the
French Autorité de contrôle prudentiel et de résolution. BNP PARIBAS is
authorised by the Prudential Regulation Authority (the "PRA") and is subject
to regulation by the FCA and limited regulation by the PRA. BNP PARIBAS London
Branch is registered in the UK under number FC13447. UK establishment number:
BR000170. UK establishment office address: 10 Harewood Avenue, London NW1 6AA.
Peel Hunt is authorised and regulated in the United Kingdom by the FCA. Each
of BNPP and Peel Hunt is acting exclusively for the Company and for no one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing or any other matter referred to in this Announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for giving advice in relation to the Placing or any
other matter referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of BNPP or Peel Hunt (apart from the responsibilities
or liabilities that may be imposed by the Financial Services and Markets Act
2000, as amended ("FSMA") or the regulatory regime established thereunder) or
their respective affiliates or any of their Representatives as to, or in
relation to, the accuracy, adequacy, fairness or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers or any other
statement made or purported to be made by or on behalf of any of BNPP or Peel
Hunt or any of their respective affiliates or Representatives in connection
with the Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefore is
expressly disclaimed. No representation or warranty, express or implied, is
made by BNPP or Peel Hunt or any of their respective affiliates or
Representatives as to the accuracy, fairness, verification, completeness or
sufficiency 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 party or its advisers, and any liability therefore is
expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
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. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, business, financial or
tax advice.

Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus.
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
apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market for listed
securities of the London Stock Exchange.

In connection with the Placing, each of BNPP and Peel Hunt and any of their
respective affiliates or Representatives, 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, each
of BNPP and Peel Hunt and any of their respective affiliates and
Representatives acting in such capacity. In addition, each of BNPP and Peel
Hunt and any of their respective affiliates or Representatives may enter into
financing arrangements (including swaps, warrants or contracts for difference)
with investors in connection with which each of BNPP and Peel Hunt and any of
their respective affiliates may from time to time acquire, hold or dispose of
shares. Neither BNPP nor Peel Hunt intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to the Company, and
no one else, in connection with the matters set out in this announcement, and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or arrangement
referred to herein. Neither Lazard nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or otherwise.

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

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

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 such Placing Shares are: (a) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(b) eligible for distribution through all permitted distribution channels (the
"UK target market assessment"). Notwithstanding the UK target market
assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK target market
assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK target market assessment, each of BNPP
and Peel Hunt will only procure investors for the Placing Shares who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own UK 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 such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the 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 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 Target Market Assessment, each of BNPP and
Peel Hunt will only procure investors for the Placing Shares who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of 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.

EACH OF THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES
EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE
ANY STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW
INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

If you are in any doubt about the contents of this Announcement you should
consult your stockbroker, bank manager, solicitor, accountant or other
financial adviser. The Company has taken all reasonable care to ensure that
the facts stated in this Announcement are true and accurate in all material
respects, and that there are no other facts the omission of which would make
misleading any statement in the Announcement, whether of facts or of opinion.
The Company accepts responsibility accordingly.

It should be remembered that the price of securities and the income from them
can go down as well as up.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED
OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

 

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