REG - Cornerstone FS PLC - Variation of Share Incentives Proposed Fundraising

Cornerstone FSAnnouncement

04/08/2022 18:15

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RNS Number : 0082V  Cornerstone FS PLC  04 August 2022

Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now considered to be in
the public domain.

 

4 August 2022

 

Cornerstone FS plc

("Cornerstone" or the "Company" or the "Group")

 

Variation of Share Incentive arrangements and Proposed Fundraising to raise
approximately £1.0m

 

 

Cornerstone FS plc (AIM: CSFS), the cloud-based provider of international
payment, currency risk management and electronic account services to SMEs,
announces that it has agreed to vary certain share incentive arrangements,
details of which are set out below, and its intention to raise approximately
£1 million (before expenses) by way of a placing (the "Placing") of new
ordinary shares at a price of 6.5 pence per share and issue of a new
convertible loan note, together (the "Fundraising").

 

Variation of Share Incentive arrangements

 

The Company announced in September 2021 that it had opened an office in Dubai
led by Robert O'Brien. In March 2022, Cornerstone announced that Mr O'Brien
had taken on the role of interim COO.

 

On joining Cornerstone Mr O'Brien was entitled to receive share-based
incentivisation based on a multiple of revenue generation and contribution to
profit. As a result of his performance ahead of expectations and the widening
leadership role that he had taken on following the departure of Julian
Wheatland, the previous CEO, the Board has agreed with Mr O'Brien to vary the
terms of the original incentivisation arrangements. Under the new arrangements
Mr O'Brien will now be entitled to £2,940,000, paid over the next three
years, to be satisfied by:

 

1.    the issue of new ordinary shares in the capital of Cornerstone ("CSFS
Shares") equivalent to 9.9% of the enlarged issued share capital of
Cornerstone (following the allotment and issue of shares pursuant to the
Placing at a price of 10p per share (the maximum percentage holding allowed
for a regulated payment services company without the prior consent of the
FCA). The number of shares will only be able to be calculated after the
closing of the Fundraising;

 

2.    the issue of CSFS Shares also calculated on the basis of 10p per CSFS
Share to satisfy the balance (being the sum calculated by deducting from
£940,000 the value of the CSFS Shares issued in 1 above) (such shares to be
issued following receipt from the FCA of permission for Mr O'Brien to increase
his holding to more than 9.9% of the issued share capital of the Company); and

 

3.    the issue of a loan note to Mr O'Brien with a value of £2 million
and carrying a coupon of 6%, repayable by the Company on 31 July 2025.

 

Any shares issued in points 1 and 2 above are subject to a 12-month lock-in
from the date of issue and, for a further period of 12 months thereafter, the
disposal of any interests in the shares can only be effected on an orderly
market basis through the Company's brokers.

 

Cornerstone has benefitted greatly from the business generated by Mr O'Brien
and the team he has built, as notified to the market in the Company's Trading
Updates. In those updates the majority of the revenue recorded since his
arrival has been generated by Mr O'Brien and his team. The Board is therefore
delighted to have aligned Mr O'Brien's interests with the Company for the long
term.

 

The variation of Mr O'Brien's share-based incentivisation (as described above)
is a related party transaction for the purposes of the AIM Rules. The
Company's Directors, having consulted with the Company's nominated
adviser, SPARK Advisory Partners Limited, consider that the revised terms of
Mr O'Brien's share-based incentivisation are fair and reasonable insofar as
the Company's shareholders are concerned.

 

The three senior members of Mr O'Brien's team have also agreed to vary the
terms of their incentive arrangements in line with the changes agree with Mr
O'Brien and they will receive £210,000 in aggregate to be shared between
them, which will be satisfied by the allotment and issue to them of 2,100,000
new ordinary shares (the "Team Shares").

 

Proposed Fundraising

 

The Company also announces its intention to raise approximately £1 million
(before expenses) by way of the Placing of new ordinary shares (the "Placing
Shares") at a price of 6.5 pence per share and issue of a new convertible loan
note. The Placing Shares are being offered by way of an accelerated bookbuild
process (the "Bookbuild") which will be launched immediately following the
release of this Announcement. SP Angel Corporate Finance LLP is acting as sole
bookrunner in connection with the Placing.

 

The Bookbuild will open with immediate effect following this Announcement and
is expected to close during the morning on the 5 August 2022. The timing for
the close of the Bookbuild, the number of Placing Shares to be issued and
allocation of the Placing Shares shall be at the discretion of the Company in
consultation with the bookrunner.

 

The net proceeds of the Fundraising will be used to provide additional working
capital for the Group and in particular, provide funds to invest in expanding
its inside sales team.

 

The Placing Shares, CSFS Shares and Team Shares, which will rank pari passu
with the existing ordinary shares, will be issued under the Company's share
allotment authority and shareholders pre-emption disapplication granted at its
Annual General Meeting held on 25 July 2022. The Fundraising is not
underwritten.

 

Application will be made to the London Stock Exchange for the Placing Shares,
CSFS Shares and Team Shares to be admitted to trading on AIM ("Admission").

 

Appendix I sets out further information relating to the Bookbuild and the
terms and conditions of the Placing. Persons who have chosen to participate in
the Placing, by making an oral, electronic or written offer to acquire Placing
Shares, will be deemed to have read and understood this Announcement in its
entirety (including Appendix I) and to be making such offer on the terms and
subject to the conditions herein, and to be providing the representations,
warranties, agreements, acknowledgements and undertakings contained in
Appendix I.

 

Certain other technical terms and abbreviations not otherwise defined in the
text of this Announcement are defined in the glossary at Appendix II to this
Announcement.

 

Expected timetable for the Fundraising

 Announcement of completion of the Fundraising                          5 August 2022
 Expected Admission and commencement of dealings in the Placing Shares  On or about 8:00 a.m. on 12 August 2022

Further announcements will be made as appropriate.

 

 

Commenting on the changes, Cornerstone Chairman Elliott Mannis, said:

"Rob O'Brien and his team have already made a significant impact to the Group
since their arrival less than a year ago.  It was important for the Board to
recognise this impact and review the arrangements in the light of our
experience to date, which has resulted in this agreed variation which provides
clarity and certainty to the outcome of the original agreement given the
team's performance since they joined together with Rob O'Brien's increased
contribution to the Group since taking on the role of interim COO.

"The proceeds from the Fundraising will provide additional working capital for
the Group.

 "We continue to search for a new CEO and hope to be able to update the
market with more information in the near future."

 

Enquiries

 

 Cornerstone FS plc                       +44 (0)203 971 4865
 Elliott Mannis, Non-Executive Chairman

 Judy Happe, Chief Financial Officer

 SPARK Advisory Partners Limited (Nomad)  +44 (0)203 368 3550
 Mark Brady, Neil Baldwin

 SP Angel Corporate Finance LLP (Broker)  +44 (0)203 470 0470
 Jeff Keating, Harry Davies-Ball

 Luther Pendragon (Financial PR)          +44 (0)207 618 9100
 Harry Chathli, Claire Norbury

 

About Cornerstone FS plc

 

Cornerstone FS plc is a payments focused fintech business that makes managing
currency simple for SMEs. It provides international payment, currency risk
management and electronic account services using a proprietary cloud-based
multi-currency payments platform. These services are delivered directly and
via white label partners on a SaaS basis to UK-based SMEs that engage in
international trade. Cornerstone also serves some high-net worth individual
clients.

 

Headquartered in the City of London with offices in Tunbridge Wells and Dubai,
Cornerstone is admitted to trading on AIM under the trading symbol 'CSFS'. For
more information, please visit www.cornerstonefs.com.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY
SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication, distribution or
forwarding, in whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which such release, publication, distribution or forwarding
would be unlawful.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the US Securities Act of 1933,
as amended, (the "Securities Act") and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or SP Angel Corporate Finance LLP ("SP
Angel") 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 offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and SP Angel to
inform themselves about and to observe any restrictions contained in this
Announcement. Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy of this
Announcement should seek appropriate advice before taking any action. Persons
distributing any part of this Announcement must satisfy themselves that it is
lawful to do so.

This Announcement is directed at and is only being distributed to: (a) in
member states of the European Economic Area, persons who are "qualified
investors", as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation") ("EU Qualified Investors"), (b) in the United Kingdom,
Qualified Investors who (i) have professional experience in matters relating
to investments and 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 are high net
worth companies, unincorporated associations or partnerships or trustees of
high value trusts as described in Article 49(2) of the Order and (ii) are
"qualified investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 as amended, as it forms part of UK law as retained EU law as defined
in, and by virtue of, the European Union (Withdrawal) Act 2018 (as amended)
(the "UK Prospectus Regulation") ("UK Qualified Investors"), and (c)
otherwise, persons to whom it may otherwise lawfully be communicated (each
such person in (a), (b) and (c), a "Relevant Person"). No other person should
act on 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.
This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.

No prospectus or admission document 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 prospectus is required (in accordance with the EU
Prospectus Regulation or the UK Prospectus Regulation) to be published.

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 SP Angel 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.

SP Angel is authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"). SP Angel 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 SP Angel (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
by their respective affiliates or any of their respective 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 SP Angel or any of
their respective affiliates or any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed. No representation or warranty, express or
implied, is made by SP Angel or any of their respective affiliates or any of
their respective 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
therefor is expressly disclaimed. The information in this Announcement is
subject to change.

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 options 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 EU Prospectus Regulation and 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 AIM, a market operated by the
London Stock Exchange.

The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each Placee will be deemed to have
read and understood this Announcement (including the Appendix) in its
entirety, to be participating in the Placing and making an offer to acquire
and acquiring Placing Shares on the terms and subject to the conditions set
out in the Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
the Appendix to this Announcement.

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

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.

SP Angel and its affiliates may have engaged in transactions with, and
provided various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business with the
Company and/or its affiliates for which they would have received customary
fees and commissions. SP Angel and its affiliates may provide such services to
the Company and/or its affiliates in the future.

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, SP Angel will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

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

 

APPENDIX I: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION")) ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS AND 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 ARE HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF
HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED
IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)
(THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C)
OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH
SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR
ACQUIRE SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, 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 OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO
PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS,
FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

None of Cornerstone FS plc (the "Company") or SP Angel Corporate Finance LLP
("SP Angel") or any of its or their respective affiliates or any of its or
their respective directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") makes any representation or warranty,
express or implied to any Placees (as defined below) regarding any investment
in the securities referred to in this Announcement under the laws applicable
to such Placees.

Persons who are invited to and who choose to participate in the placing (the
"Placing") of the Placing Shares (as defined below) by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
("Placees") 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 (and shall only be permitted to participate in the Placing on the
basis that they have provided) the representations, warranties, indemnities,
acknowledgements, undertakings and agreements, contained in this Appendix. In
particular, each such Placee represents, warrants, acknowledges and agrees to
each of the Company and SP Angel that:

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

2.  it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgments, undertakings and
agreements contained in this Announcement;

3.  it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Announcement (including this Appendix) and that
any Placing 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 to EU Qualified Investors, or in the United Kingdom to UK
Qualified Investors or in circumstances in which the prior consent of SP Angel
has been given to each such proposed offer or resale;

4.  it understands that the Placing Shares have not been and will not be
registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States and may not
be offered or sold, directly or indirectly, within the United States except
pursuant to an exemption from the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States;

5.  it and the person(s), if any, for whose account or benefit it is
acquiring the Placing Shares are either (a)(i) outside the United States and
will be outside the United States at the time the Placing Shares are acquired
by it and (ii) acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act
("Regulation S"); and

6.  the Company and SP Angel will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements. Each
Placee hereby agrees with SP Angel and the Company to be bound by these terms
and conditions as being the terms and conditions upon which Placing Shares
will be issued. A Placee shall, without limitation, become so bound if SP
Angel confirms to such Placee its allocation of Placing Shares.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.

The Placing Shares are being offered and sold outside the United States in
accordance with Regulation S.

Bookbuild

SP Angel will today commence the bookbuilding process in respect of the
Placing (the "Bookbuild") to determine demand for participation in the Placing
by Placees. The book will open with immediate effect. This Appendix gives
details of the terms and conditions of, and the mechanics of participation in,
the Placing. No commissions will be paid to Placees or by Placees in respect
of any Placing Shares. Members of the public are not entitled to participate.

SP Angel and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion,
determine.

Details of the Placing

SP Angel is acting as sole global co-ordinator and sole bookrunner in
connection with the Placing. SP Angel has agreed as agent for and on behalf of
the Company, to use its reasonable endeavours to procure Placees for new
ordinary shares of 1 pence each in the capital of the Company (the "Placing
Shares"), at such price and in such number, if any, to be determined following
completion of the Bookbuild and as may be agreed between the Company and SP
Angel. No element of the Placing is being underwritten.

In the event that SP Angel acquires Placing Shares in the Placing, they may
co-ordinate disposals of such shares in accordance with applicable law and
regulation. Except as required by applicable law or regulation, SP Angel does
not propose to make any public disclosure in relation to such transactions.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of 1 pence each
in the capital of the Company (the "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 Placing Shares,
and will be issued free of all claims, liens, charges, encumbrances and
equities.

Application for admission to trading

Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for admission of the Placing Shares for admission of the Placing
Shares to trading on AIM ("Admission").

It is expected that Admission will become effective at or around 8.00 a.m. on
12 August 2022 (or such later time and/or date as may be agreed between the
Company and SP Angel, being no later than 8.00 a.m. on 29 August 2022) and
that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1.  SP Angel is acting as sole bookrunner and sole broker and agent of the
Company in connection with the Placing.

2.  Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by SP Angel. SP Angel and its
agents and affiliates are each entitled to enter bids in the Bookbuild as
principal.

3.  The Bookbuild will establish a single price per Placing Share payable to
SP Angel by all Placees whose bids are successful (the "Placing Price"). The
number of Placing Shares and the Placing Price will be determined by the
Company (in consultation with SP Angel) following completion of the Bookbuild.
The Placing Price and the number of Placing Shares to be issued will be
announced on a FCA-listed regulatory information service (a "Regulatory
Information Service") following the completion of the Bookbuild.

4.  To bid in the Bookbuild, prospective Placees should communicate their bid
by telephone or in writing to their usual sales contact at SP Angel. Each bid
should state the number of Placing Shares which the prospective Placee wishes
to subscribe for at either the Placing Price which is ultimately established
by the Company and SP Angel or at prices up to a price limit specified in its
bid. Bids may be scaled down by SP Angel on the basis referred to in paragraph
11 below.

5.  A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and, except with the consent of SP Angel, will not
be capable of variation or revocation by Placees after the time at which it is
submitted. Each Placee's obligations will be owed to the Company and SP Angel.
Each Placee will also have an immediate, separate, irrevocable and binding
obligation, owed to SP Angel as agent of the Company, to pay in cleared funds
immediately on the settlement date, in accordance with the registration and
settlement requirements set out below, an amount equal to the product of the
Placing Price and the number of Placing Shares such Placee has agreed to
subscribe for and the Company has agreed to allot to them.

6.  The Bookbuild is expected to close no later than 9.00 p.m. (London time)
on 5 August 2022, but may be closed earlier or later at the absolute
discretion of SP Angel.  SP Angel may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed.

7.  Each prospective Placee's allocation will be agreed between SP Angel and
the Company and will be confirmed orally or in writing by SP Angel (as agent
of the Company) following the close of the Bookbuild. This confirmation to
such Placee will constitute an irrevocable legally binding commitment upon
that person (who will at that point become a Placee) in favour of SP Angel and
the Company to subscribe for the number of Placing Shares allocated to it at
the Placing Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association and each Placee will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety.

8.  All obligations under the Bookbuild and Placing will be subject to
fulfilment or, where applicable, waiver of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Right to terminate".

9.  By participating in the Bookbuild, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by SP Angel.

10.  Each prospective Placee's allocation and commitment will be evidenced by
a contract note or trade confirmation issued to such Placee by SP Angel. The
terms of this Appendix will be deemed incorporated by reference therein.

11.  Subject to paragraphs 4 and 5 above, SP Angel may choose to accept bids,
either in whole or in part, on the basis of allocations determined in
agreement with the Company and may scale down any bids for this purpose on
such basis as they may determine. SP Angel may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the Company (i)
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time; and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time. The
Company reserves the right (upon agreement with SP Angel) to reduce or seek to
increase the amount to be raised pursuant to the Placing.

12.  Except as required by law or regulation, no press release or other
announcement will be made by SP Angel or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.

13.  Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be subscribed for
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and settlement".

14.  To the fullest extent permissible by law, neither SP Angel or the
Company or any of their respective affiliates or any of their respective
Representatives shall have any responsibility or liability (whether in
contract, tort or otherwise) to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of SP Angel or the
Company or any of their respective affiliates or any of their respective
Representatives shall have any responsibility or liability (whether in
contract, tort or otherwise and including to the fullest extent permissible by
law, any fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Placing as SP Angel and the Company
may agree.

Conditions of the Placing

The Placing is conditional upon the Placing becoming unconditional and not
having been terminated. The obligations of SP Angel in respect of the Placing
Shares are conditional on, inter alia:

1.  each of the representations and warranties of the Company being true and
accurate and not misleading on and as of the date of the Placing and at all
times before Admission;

2.  the Company complying with its obligations and undertakings in all
respects which, in the good faith opinion of SP Angel, are material in the
context of the Placing, so far as the same fall to be performed or satisfied
on or prior to Admission;

3.   there not having occurred, in the good faith opinion of SP Angel, any
Material Adverse Change;

5.  the Company allotting, subject only to the passing of the Resolution and
Admission, the Placing Shares; and

6.  Admission taking place at 8.00 a.m. (London time) on 12 August 2022 (or
such later time and/or date as may be agreed between the Company and SP Angel,
being no later than 8.00 a.m. on 29 August 2022).

SP Angel has the discretion to waive compliance with certain of the conditions
and/or agree an extension in time for their satisfaction. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.

If (a) any of the conditions, including those described above, are not
fulfilled (or, where permitted, waived or extended in writing by SP Angel) or
become incapable of fulfilment on or before the date or time specified for the
fulfilment thereof (or such later date and/or time as SP Angel may agree); or
(b) the Placing is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect thereof.

Neither SP Angel nor any of their respective affiliates nor any of their
respective Representatives shall have any responsibility or liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or the 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 Placee agrees that any such decision is in
the absolute discretion of SP Angel.

By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Right to terminate" below, and will not be capable of rescission or
termination by the Placee.

Right to terminate

At any time before Admission, SP Angel is entitled to terminate the Placing in
the following circumstances, amongst others: (i) if any of the Company's
warranties or representations are not or cease to be true and accurate or have
become misleading; or (ii) if the Company is in breach of any of its
obligations under the Placing, which is material in the context of Admission;
or (iii) in the good faith opinion of SP Angel, there shall have occurred any
Material Adverse Change or (iv) the occurrence of a market disruption event;
or (v) it comes to the notice of SP Angel that a matter has arisen, which is
likely to give rise to a claim under any of the indemnities given by the
Company .

Upon notice of termination being given to the Company, the parties to the
Placing shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective obligations
under or pursuant to the Placing, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise or
non-exercise by SP Angel of any right of termination or other discretion under
the Placing shall be within the absolute discretion of SP Angel, and that
neither SP Angel nor the Company need to make any reference to, consult with,
or seek consent from, Placees and that neither SP Angel nor the Company shall
have any liability to Placees whatsoever in connection with any such exercise
or failure so to exercise.

No prospectus or admission document

No prospectus admission document has been or will be prepared or submitted to
be approved by the FCA or submitted to the London Stock Exchange or in any
other jurisdiction in relation to the Placing and no such prospectus or
admission document is required (in accordance with the EU Prospectus
Regulation or the UK Prospectus Regulation) to be published. Placees'
commitments will be made solely on the basis of their own assessment of the
Company, the Placing and the Placing Shares based on information contained in
this Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of the Company
simultaneously with or prior to the date of this Announcement, and subject to
the further terms set forth in the contract note or trade confirmation to be
provided to individual prospective Placees. Each Placee, by accepting a
participation in the Placing, agrees that the content of this Announcement and
all other publicly available information previously and simultaneously
published by or on behalf of the Company by notification to a Regulatory
Information Service is exclusively the responsibility of the Company and has
not been independently verified or approved by SP Angel. Each Placee, by
accepting a participation in the Placing, further confirms that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Company, SP Angel or any other person
and none of SP Angel or the Company or any of their respective affiliates or
any of their respective Representatives will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have obtained or
received. Each Placee 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. Nothing in this paragraph shall
exclude or limit the liability of any person for fraud or fraudulent
misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BNG7CD28)
following Admission will take place within the CREST system, subject to
certain exceptions. In the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and SP Angel may agree that the Placing Shares should
be issued in certificated form. SP Angel and the Company reserve the right to
require settlement for and delivery of the Placing Shares (or a portion
thereof) to Placees in certificated form or by such other means as they deem
necessary if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or trade confirmation stating the
number of Placing Shares to be allocated to it at the Placing Price and
settlement instructions. It is expected that such contract note or trade
confirmation will be despatched on or around 5 August 2022 and that this will
also be the trade date.

Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with SP Angel.

The Company will deliver the Placing Shares to a CREST account operated by SP
Angel as agent for the Company and SP Angel will enter its delivery (DEL)
instruction into the CREST system. SP Angel will hold any Placing Shares
delivered to this account as nominee for the Placees until settlement. The
input to CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 12 August 2022 on a delivery versus
payment basis in accordance with the instructions given to SP Angel.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by SP Angel.

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

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

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (and/or any
interest, fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer Placing
Shares), none of SP Angel or the Company shall be responsible for the payment
thereof.

Placees (or any nominee or other agent acting on behalf of a Placee) will not
be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be) with SP Angel and the Company, in each case as a fundamental term
of its application for Placing Shares, that:

1.  it has read and understood this Announcement (including this Appendix) in
its entirety and that its participation in the Bookbuild and the Placing and
its acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein and it
undertakes not to redistribute or duplicate this Announcement and that it is
relying solely on this Announcement and has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Bookbuild,
the Placing, the Company, the Placing Shares or otherwise;

2.  no admission document or prospectus has been or will be prepared in
connection with the Placing or is required under the EU Prospectus Regulation
or the UK Prospectus Regulation, the FSMA or any other applicable law and it
has not received and will not receive an admission document, prospectus or
other offering document in connection with Admission, the Bookbuild, the
Placing, the Company or the Placing Shares;

3.  the Placing does not constitute a recommendation or financial product
advice and SP Angel has not had regard to its particular objectives, financial
situation and needs;

4.  if it has received any "inside information" (for the purposes of the UK
Market Abuse Regulation (the UK version of EU Regulation No. 596/2014 ("EU
MAR") as it forms part of UK law as retained EU law as defined in, and by
virtue of, the European Union (Withdrawal) Act 2018, as amended ("UK MAR"))
and section 56 of the Criminal Justice Act 1993) concerning the Company or its
shares or other securities or related financial instruments in advance of the
Placing, that it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person except as permitted
under UK MAR;

5.  it has the power and authority to carry on the activities in which it is
engaged, to subscribe and/or acquire Placing Shares and to execute and deliver
all documents necessary for such subscription and/or acquisition;

6.  none of SP Angel or the Company or any of their respective affiliates or
any of their respective Representatives or any person acting on behalf of any
of them has provided, and none of them will provide, it with any material or
information regarding the Placing Shares or the Company or any other person
other than this Announcement, nor has it requested SP Angel or the Company or
any of their respective affiliates or any of their respective Representatives
or any person acting on behalf of any of them to provide it with any such
material or information;

7.  (i) it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing based on this Announcement and any information
publicly announced to a Regulatory Information Service by or on behalf of the
Company simultaneously with or prior to the date of this Announcement (the
"Publicly Available Information"); (ii) the Company's Ordinary Shares are
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 (the "Exchange Information"), which includes a description of
the nature of the Company's business, most recent balance sheet and profit and
loss account, and similar statements for preceding years, and it has reviewed
such Exchange Information as it has deemed necessary or that it is able to
obtain or access the Exchange Information without undue difficulty; and (iii)
it has had access to such financial and other information (including the
business, financial condition, prospects, creditworthiness, status and affairs
of the Company, the Placing and the Placing Shares, as well as the opportunity
to ask questions) concerning the Company, the Placing and the Placing Shares
as it has deemed necessary in connection with its own investment decision to
acquire any of the Placing Shares and has satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing;

8.  (i) none of the Company or SP Angel or any of their respective affiliates
or any of their respective Representatives or any person acting on their
behalf has made any warranties or representations to it, express or implied,
with respect to the Company, the Placing and the Placing Shares or the
accuracy, fairness, completeness or adequacy of the Publicly Available
Information or the Exchange Information, and each of them expressly disclaims
any liability in respect thereof; and (ii) it will not hold SP Angel or any of
their respective affiliates or any of their respective Representatives or any
person acting on their behalf responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange Information.
Nothing in this paragraph or otherwise in this Announcement excludes the
liability of any person for fraudulent misrepresentation made by that person;

9.  the content of this Announcement is exclusively the responsibility of the
Company and that neither SP Angel nor any of its respective affiliates nor any
of its respective Representatives nor any person acting on their behalf has or
shall have any responsibility or liability for any information, representation
or statement contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including, without
limitation, any Publicly Available Information or Exchange Information, and
will not be liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in this
Announcement or any information previously or simultaneously published by or
on behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is entitled to rely
and on which such Placee has relied in committing itself to acquire the
Placing Shares is contained in this Announcement and any Publicly Available
Information including (without limitation) the Exchange Information, such
information being all that it deems necessary and/or appropriate to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given, investigation made or
representations, warranties or statements made by SP Angel or the Company or
any of their respective affiliates or any of their respective Representatives
or any person acting on their behalf and neither SP Angel nor the Company nor
any of their respective affiliates nor any of their respective Representatives
nor any person acting on its or their behalf will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;

10.  it has not relied on any information relating to the Company contained
in any research reports prepared by SP Angel or any of its affiliates or any
of its Representatives or any person acting on their behalf and understands
that (i) none of SP Angel or any of its affiliates or any of its
Representatives or any person acting on their behalf has or shall have any
liability for public information or any representation; (ii) none of SP Angel
or any of its affiliates or any of its Representatives or any person acting on
their behalf has or shall have any liability for any additional information
that has otherwise been made available to such Placee, whether at the date of
publication, the date of this Announcement or otherwise; and (iii) none of SP
Angel or any of its affiliates or any of its Representatives or any person
acting on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such information,
whether at the date of publication, the date of this Announcement or
otherwise;

11.  in making any decision to acquire Placing Shares, (i) it has such
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of taking up the
Placing Shares; (ii) it is experienced in investing in securities of a similar
nature to the Ordinary Shares and in the sector in which the Company operates
and is aware that it may be required to bear, and is able to bear, the
economic risk of participating in, and is able to sustain a complete loss in
connection with, the Placing; (iii) it has relied on its own examination, due
diligence and analysis of the Company and its affiliates taken as a whole,
including the markets in which the Company and its affiliates operate, and the
terms of the Placing, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of SP Angel; (iv)
it has had sufficient time and access to information to consider and conduct
its own investigation with respect to the offer and purchase of the Placing
Shares, including the legal, regulatory, tax, business, currency and other
economic and financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary for the
purposes of its investigation, and (v) it will not look to the Company, SP
Angel, any of their respective affiliates, any of their respective
Representatives or any person acting on their behalf for all or part of any
such loss or losses it or they may suffer;

12.  it satisfies any and all standards for investors in the Placing Shares
imposed by the jurisdiction of its residence or otherwise;

13.  (i) unless otherwise specifically agreed with SP Angel, it and each
account it represents is not and, at the time the Placing Shares are acquired,
will not be, a resident of Australia, Canada, the Republic of South Africa,
Japan or any other jurisdiction in which it is unlawful to make or accept an
offer to acquire the Placing Shares; (ii) it and each account it represents
is (a) outside the United States and will be outside the United States at the
time the Placing Shares are acquired by it and (b) acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of
Regulation S; and (iii) it is not acquiring any of the Placing Shares as a
result of any form of "directed selling efforts" within the meaning of
Regulation S or as a result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) of Regulation D under the
Securities Act;

14.  (i) it and each account it represents is acquiring the Placing Shares
for investment purposes, and is not acquiring the Placing Shares with a view
to the offer, sale, resale, transfer, delivery or distribution, directly or
indirectly of any such Placing Shares in or into the United States, Australia,
Canada, the Republic of South Africa, Japan or any other jurisdiction in which
the same would be unlawful; and (ii) it understands, and each account it
represents has been advised, that the Placing Shares have not been and will
not be registered or qualified for distribution by way of a prospectus under
the securities legislation of the United States, Australia, Canada, the
Republic of South Africa, Japan and, subject to certain exceptions, may not be
offered, sold, acquired, renounced, distributed or delivered or transferred,
directly or indirectly, within or into those jurisdictions or in any country
or jurisdiction where any such action for that purpose is required;

15.  it will not distribute, forward, transfer or otherwise transmit this
Announcement or any other materials concerning the Placing (including any
electronic copies thereof), directly or indirectly, whether in whole or in
part, in or into the United States, Australia, Canada, the Republic of South
Africa or Japan;

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

17.  neither it, nor the person specified by it for registration as holder of
Placing Shares is, or is acting as nominee or agent for, and the Placing
Shares will not be allotted to, a person who is or may be liable to stamp duty
or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services), it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability and the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;

18.  it has complied and will continue to comply with its obligations under
the Criminal Justice Act 1993, UK MAR and/or EU MAR and any delegating acts,
implementing acts, technical standards and guidelines thereunder, and in
connection with money laundering and terrorist financing, under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended) and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any government agency having jurisdiction in respect thereof (the
"Regulations") and the Money Laundering Sourcebook of the FCA and, if making
payment on behalf of a third party, satisfactory evidence has been obtained
and recorded by it to verify the identity of the third party as required by
the Regulations. If within a reasonable time after a request for verification
of identity, SP Angel has not received such satisfactory evidence, SP Angel
may, in its absolute discretion, terminate the Placee's Placing participation
in which event all funds delivered by the Placee to SP Angel will be returned
without interest to the account of the drawee bank or CREST account from which
they were originally debited;

19.  if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation: (a) any Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in the United Kingdom or to which
the UK Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of SP Angel has been
given to the offer or resale; or (ii) where Placing Shares have been acquired
by it on behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;

20.  if it is a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in any member state of the EEA or
to which the EU Prospectus Regulation otherwise applies other than EU
Qualified Investors or in circumstances in which the prior consent of SP Angel
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA other than
EU Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;

21.  it has not offered or sold and, prior to the expiry of a period of six
months from Admission, will not offer or sell any Placing Shares to persons in
the United Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA;

22.  it understands that any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons, and further understands that this Announcement
must not be acted on or relied on by persons who are not Relevant Persons;

23.  if it is in a member state of the EEA, it is a EU Qualified Investor
and, to the extent applicable, any funds on behalf of which it is acquiring
the Placing Shares that are located in a member state of the EEA are each
themselves such a EU Qualified Investor;

24.  if it is in the United Kingdom, it and any person acting on its behalf
is (a) a UK Qualified Investor and (b) falls within Article 19(5) and/or
Article 49(2) (a) to (d) of the Order and undertakes that it will acquire,
hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;

25.  it has not offered or sold and will not offer or sell any Placing Shares
to the public in any member state of the EEA or the United Kingdom except in
circumstances falling within Article 1(4) of the EU Prospectus Regulation
which do not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the EU Prospectus Regulation;

26.  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 Financial
Services and Markets Act 2000, as amended ("FSMA")) relating to the Placing
Shares in circumstances in which section 21(1) of FSMA does not require the
approval of the communication by an authorised person and it acknowledges and
agrees that this Announcement has not been approved by SP Angel in its
capacity as an authorised person under section 21 of FSMA and it may not
therefore be subject to the controls which would apply if it was made or
approved as a financial promotion by an authorised person;

27.  it has complied and will comply with all applicable laws (including all
relevant provisions of FSMA in the United Kingdom) with respect to anything
done by it in relation to the Placing Shares;

28.  no action has been or will be taken by either the Company or SP Angel or
any person acting on behalf of the Company or SP Angel that would, or is
intended to, permit a public offer of the Placing Shares in any country or
jurisdiction where any such action for that purpose is required;

29.  it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgments, undertakings, representations and
agreements and give the indemnities herein on behalf of each such person; and
(ii) it is and will remain liable to the Company and/or SP Angel for the
performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person). Each Placee
agrees that the provisions of this paragraph shall survive the resale of the
Placing Shares by or on behalf of any person for whom it is acting;

30.  (i) it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions which apply to it;
(ii) it has paid any issue, transfer or other taxes due in connection with its
participation in any territory; (iii) it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take
any action which will or may result in SP Angel, the Company or any of their
respective affiliates or any of their respective Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placing; and (iv) the acquisition of the Placing Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;

31.  it has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to its participation in the Placing and
to perform its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;

32.  it (and any person acting on its behalf) has the funds available to pay
for the Placing Shares it has agreed to acquire and acknowledges, agrees and
undertakes that it (and any person acting on its behalf) will make payment for
the Placing Shares allocated to it in accordance with the terms and conditions
of this Announcement (including this Appendix) on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
persons or sold as SP Angel may in its absolute discretion determine and
without liability to such Placee, and it will remain liable for any amount by
which the net proceeds of such sale falls short of the product of the Placing
Price and the number of Placing Shares allocated to it and may be required to
bear any stamp duty or stamp duty reserve tax or other similar taxes (together
with any interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;

33.  its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to acquire,
and that SP Angel or the Company may call upon it to acquire a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;

34.  neither SP Angel nor any of its affiliates nor any of its
Representatives nor any person acting on behalf of any of them, are making any
recommendations to it or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and
participation in the Placing is on the basis that it is not and will not be a
client of SP Angel and SP Angel has no duties or responsibilities to it for
providing the protections afforded to their respective clients or customers or
for giving advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities nor for the exercise
or performance of any of their rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;

35.  the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither SP
Angel nor the Company will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify on an after-tax basis and hold harmless the
Company, SP Angel and their respective affiliates and each of their respective
Representatives in respect of the same on an after-tax basis on the basis that
the Placing Shares will be allotted to the CREST stock account of SP Angel who
will hold them as nominee on behalf of such Placee until settlement in
accordance with its standing settlement instructions;

36.  it will indemnify, on an after-tax basis, and hold harmless the Company,
SP Angel and their respective affiliates and their respective Representatives
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising, directly or indirectly, out of or in connection with
any breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the Placing;

37.  it acknowledges that it irrevocably appoints any director or authorised
signatories of SP Angel as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;

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

39. that SP Angel and its affiliates may have engaged in transactions with,
and provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have received
customary fees and commissions. Each of SP Angel and its affiliates may
provide such services to the Company and/or its affiliates in the future;

40. a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by SP Angel. SP Angel reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage at its sole
discretion, inter alia, to take account of the Company's objectives, MiFID II
requirements and/or their allocation policies;

41. its commitment to acquire Placing Shares on the terms set out in this
Announcement (including this Appendix) and in the contract note or trade
confirmation will continue notwithstanding any amendment that may in the
future be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or SP Angel's conduct of the Placing;

42.  neither the Company nor SP Angel owes any fiduciary or other duties to
any Placee in respect of any acknowledgements, confirmations, representations,
warranties, undertakings or indemnities;

43.  it may not rely on any investigation that SP Angel or any person acting
on its behalf may or may not have conducted with respect to the Company and
its affiliates, the Placing Shares or the Placing and SP Angel has not made
any representation or warranty to it, express or implied, with respect to the
suitability or merits of any transactions it may enter into in connection with
the Placing, or as to the condition, financial or otherwise, of the Company
and its affiliates, or as to any other matter relating thereto, and no
information has been prepared by, or is the responsibility of, SP Angel for
the purposes of the Placing;

44.  where it is acquiring the Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account to acquire the
Placing Shares for each managed account and it has full power to make the
acknowledgements, representations and agreements herein on behalf of each such
account;

45.  these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English and Welsh courts as
regards any claim, dispute or matter arising out of any such agreements and
such non-contractual obligations, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by either the Company or SP
Angel in any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock exchange;
and

46.  the Company, SP Angel and their respective affiliates and their
respective Representatives and others will rely upon the truth and accuracy of
the acknowledgements, representations, warranties, indemnities, undertakings
and agreements set forth herein and which are given to SP Angel on its own
behalf and on behalf of the Company and are irrevocable and it irrevocably
authorises the Company and SP Angel to produce this Announcement, pursuant to,
in connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreements made in connection
with its subscribing and/or acquiring of Placing Shares is no longer true or
accurate, it shall promptly notify the Company and SP Angel.

The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company and SP
Angel and are irrevocable.

The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
and representation from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service. If there are
any such arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes
may be payable, for which neither the Company nor SP Angel will be responsible
and each Placee shall indemnify on an after-tax basis and hold harmless the
Company, SP Angel and their respective affiliates and their respective
Representatives for any stamp duty or stamp duty reserve tax or other similar
tax paid or otherwise payable by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify SP Angel accordingly.

Neither the Company nor SP Angel is liable to bear any capital duty, stamp
duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable in or outside the United Kingdom by any
Placee or any other person on a Placee's acquisition of any Placing Shares or
the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to
indemnify on an after-tax basis and hold harmless the Company, SP Angel and
their respective affiliates and their respective Representatives from any and
all interest, fines or penalties in relation to any such duties or taxes.

Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify SP Angel accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that SP Angel and/or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.   Each Placee acknowledges and is aware that SP Angel is receiving a
fee in connection with its role in respect of the Placing. When a Placee or
person acting on behalf of the Placee is dealing with SP Angel any money held
in an account with SP Angel on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within the meaning
of the rules and regulations of the FCA made under FSMA. The Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this money will not be segregated
from SP Angel's money in accordance with the client money rules and will be
used by SP Angel in the course of its own business; and the Placee will rank
only as a general creditor of SP Angel.

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

The rights and remedies of SP Angel and the Company under these terms and
conditions in this Announcement are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.

All times and dates in this Announcement may be subject to amendment by SP
Angel (in its absolute discretion). SP Angel shall notify the Placees and any
persons acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, SP Angel or their respective affiliates or their respective
Representatives pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.

 

APPENDIX II: DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

"Admission" means admission of the relevant New Ordinary Shares to trading on
AIM becoming effective in accordance with the AIM Rules;

"AIM" means the market of that name operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies;

"Announcement" means this announcement and its appendices;

"Application" the application to be made to the London Stock Exchange for
Admission of the Placing Shares;

"Board" or "Directors" means the directors of the Company;

"Business Day" means a day (excluding Saturdays, Sundays or public holidays in
England and Wales) on which banks generally are open in London for the
transaction of business;

"certificated" or "in certificated form" means where a security is not held in
uncertificated form (i.e. not in CREST);

"Company" means Cornerstone FS plc;

"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear is the Operator (as defined in the CREST
Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI
2001/3755), including any enactment or subordinate legislation which amends or
supersedes those regulations and any applicable rules made under those
regulations or any such enactment or subordinate legislation for the time
being in force;

"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST;

"Existing Ordinary Shares" means the 23,683,616 Ordinary Shares in issue as at
3 August 2022 (being the latest practicable date prior to publication of this
Announcement);

"FCA" means the Financial Conduct Authority of the United Kingdom;

"FSMA" means the Financial Services and Markets Act 2000 (as amended);

"Fundraise" means the Placing as described herein;

"London Stock Exchange" means London Stock Exchange plc;

"New Ordinary Shares" means, together, the Placing Shares;

"Ordinary Shares" means the ordinary shares of 1 pence each in the capital of
the Company;

"Placees" means Relevant Persons who subscribe for the Placing Shares
pursuant to the Placing;

"Placing" means the placing of the Placing Shares as described herein;

"Placing Shares" means the approximately 13.1 million new Ordinary Shares to
be issued by the Company pursuant to the Placing;

"Placing Price" means 6.5 pence per Placing Share;

"Securities Act" means the US Securities Act of 1933, as amended;

"Shareholders" means holders of Ordinary Shares;

"SP Angel" SP Angel Corporate Finance LLP;

"uncertificated" or "in uncertificated form" means recorded on the register
of members of the Company as being held in uncertificated form in CREST and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland; and

"United States" or "US" means the United States of America, its territories
and possessions and the District of Columbia.

 

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