REG - CyanConnode Holdings - Proposed Placing and Subscription to Raise c.£2.5m

Cyanconnode HoldingsAnnouncement

08/11/2023 17:30

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RNS Number : 8492S  CyanConnode Holdings PLC  08 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE
RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any investment decision in respect of CyanConnode Holdings plc or other
evaluation of any securities of CyanConnode Holdings plc or any other entity
and should not be considered as a recommendation that any investor should
subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").  In addition, market soundings (as defined in UK MAR) were
taken in respect of certain of the matters contained in this Announcement,
with the result that certain persons became aware of such inside information,
as permitted by UK MAR.  Upon the publication of this Announcement, this
inside information is now considered to be in the public domain and such
persons shall therefore cease to be in possession of inside information.

8 November 2023

CyanConnode Holdings plc

("CyanConnode" or the "Company")

Proposed Placing and Subscription to raise approximately £2.5 million

 

CyanConnode (AIM:CYAN.L), a world leader in narrowband radio frequency (RF)
smart mesh networks, is pleased to announce that it is proposing to raise
approximately £2.5 million, in aggregate, before expenses, by way of a
placing (the "Placing") of new ordinary shares of 2p each in the Company
("Ordinary Shares") (the "Placing Shares") to new and existing institutional
investors, and the subscription (the "Subscription") by certain of the
Company's directors ("Directors") and other investors for new Ordinary Shares
(the Placing and the Subscription together being the "Fundraising"). Each
subscriber in the Placing and the Subscription will be issued one warrant for
each new Ordinary Share subscribed for by it in the Placing or the
Subscription, as appropriate, with each warrant giving each such subscriber
the right to subscribe in cash for one new Ordinary Share at an exercise price
of 15 pence (the "Investor Warrants").

The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at a price of 10p (the "Issue Price") per Placing Share. The
Bookbuild will open with immediate effect following the release of this
Announcement.  A further announcement confirming the closing of the Bookbuild
and the number of new Ordinary Shares and Investor Warrants to be issued
pursuant to the Placing and the Subscription is expected to be made in due
course.

John Cronin (via the Placing) and Heather Peacock and David Johns-Powell (via
the Subscription), being Directors of the Company, have indicated their
intention to participate in the Fundraising, for up to £170,000, in
aggregate.

Highlights

·    The Company intends to raise approximately £2.5 million, in
aggregate, before expenses, pursuant to the Placing and the Subscription;

 

·    The Issue Price represents a discount of 1 per cent. to the closing
price on 7 November 2023, being the last trading date prior to this
Announcement;

 

·    The net proceeds of the Fundraising will be used to further
strengthen the Company's balance sheet, to fund long lead time critical
components and to fund resourcing required to manage the scale-up of the
Company.

Your attention is drawn to the Additional Information set out below.

The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement (which forms part of this announcement, such announcement
and the Appendix to this Announcement together being this "Announcement").

Enquiries:

 CyanConnode Holdings plc                                 Tel: +44 (0) 1223 225 060
 John Cronin, Executive Chairman                          www.cyanconnode.com (http://www.cyanconnode.com)

 Strand Hanson Limited (Nominated and Financial Adviser)   Tel: +44 (0) 20 7409 3494
 James Harris / Richard Johnson / David Asquith

 Zeus Capital Limited (Broker)                            Tel: +44 (0)20 3829 5000
 Simon Johnson / Louisa Waddell

 

Additional information

About CyanConnode

CyanConnode (AIM:CYAN.L), is a world leader in Narrowband Radio Frequency
("RF") Smart Mesh Networks, which are used for machine to machine ("M2M")
communication.  As well as being self-forming and self-healing, CyanConnode's
RF Smart Mesh Networks are designed for rapid deployment, whilst giving
exceptional performance and competitive total cost of ownership.

CyanConnode's award-winning Omnimesh Advanced Metering Infrastructure ("AMI")
platform has gained considerable commercial traction, especially in India
which is a key market for the Company.

Through a Global partner eco-system, which is vendor agnostic, CyanConnode has
several routes to market, therefore it is well positioned to capitalise upon
increasing Global demand for smart metering solutions.

For more information, please visit  www.CyanConnode.com
(http://www.magenta.com)

Background to the Fundraising and Business Update

As announced on 5 October 2023, revenue for the 6 months to 30 September 2023
was £5.8m, 4.3 times higher than the equivalent period in FY 2023 (H1 FY
2023: £1.35m). This significant increase reflects the growing scale of smart
metering deployments in key geographic markets. The Company currently has a
c.25% market share of installed smart meters based in India and the win rate
from contracts tendered  has been approximately 40% of tenders submitted, and
25% in terms of volumes.

A total of £7.4m of cash was collected from customers in the 6 months to 30
September 2023 (H1 FY 2023: £4.5m). The cash collected has primarily been
used to make payments for costs of goods and overheads, as well as to purchase
stock of long lead-time components and fund integration works, which has
supported the delivery of modules to date. This spending resulted in the cash
position as at 30 September 2023 reducing to c.£1.0m (H1 FY 2023: £1m).

The Company previously announced that it had signed a strategic framework
agreement with a key partner, IntelliSmart Infrastructure Pvt. Ltd.
(IntelliSmart), to deliver 3m modules. As at 30 September 2023, IntelliSmart
had ordered 1.4m Omnimesh modules for three new utility customers. Post period
end, a further 0.3m modules have also been ordered, taking the total order
book to 5.3m.

A significant proportion (4 million units) of this order book has been won
during the past 18 months, and this has resulted in a requirement for
additional working capital as set out in the Use of Proceeds below.

In addition, the Company is currently participating in tenders for more than
150 million units, certain of which are at an advanced stage and, although
there can be no certainty on quantum or timings of receipt of orders or
delivery thereof, the Company believes awards for some of these tenders may be
made in the near future.

Approximately 0.5m Omnimesh modules were shipped to customers during the first
half of FY24, and including the 300,000 Omnimesh module order recieved in
October this leaves a backlog of c. 3.2m units still to be delivered.

In order to fulfil both the current order book and the future pipeline, the
Company now requires further investment. The Directors believe that this
investment will enable CyanConnode to support the growth required as the
Company scales to meet the growing market demand.

Use of Proceeds

As the Company continues to go through a period of significant growth and, in
order to maintain momentum and enable further expansion, the net proceeds of
the fundraising will be used to:

·    Fund the additional engineering resources required to increase
integration of meter manufacturers and other R&D work;

·    Make advance purchases of inventory, allowing better pricing by
purchasing higher volumes of certain long lead time components; and

·    Satisfy bank guarantees and letters of credit.

The Placing

The timing for the close of the Bookbuild and the allocation of the Placing
Shares and Investor Warrants will be determined by Zeus Capital Limited
("Zeus") and the Company.

The final number of Placing Shares and Investor Warrants to be issued pursuant
to the Placing will be determined following closure of the Bookbuild.  The
Placing Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing Ordinary Shares.  The Placing is not
underwritten.

Zeus is acting as broker, and Stand Hanson is acting as nominated adviser, to
the Company in connection with the Placing. The Placing has been arranged by
Zeus in accordance with the terms and conditions set out in the Appendix to
this Announcement and the terms of conditions of the Placing Agreement (as
defined below), the principal terms of which are set out in the Appendix to
this Announcement. The Bookbuild is expected to close not later than 8.00 a.m.
(London time) on 9 November 2023, but may be closed at such earlier or later
time as Zeus, in its absolute discretion (following consultation with the
Company), determine.

Details of the result of the Placing will be announced as soon as practicable
after closure of the Bookbuild.  Attention is drawn to the detailed terms and
conditions of the Placing described in the Appendix (which forms part of this
Announcement).  By choosing to participate in the Placing and by making an
oral and legally binding offer to subscribe for Placing Shares and Investor
Warrants, investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be making such
offer on the terms and subject to the conditions in it, and to be providing
the representations, warranties and acknowledgements contained in the
Appendix.

The Placing will be split into a first placing (the "First Placing") of
certain of the Placing Shares (the "First Placing Shares") and certain of the
Investor Warrants (the "First Placing Warrants") to investors who are seeking
to invest in "eligible shares" for the purposes of the Enterprise Investment
Scheme ("EIS") or which are intended to form part of a "qualifying holding",
each pursuant to the relevant sections of the Income Tax Act 2007 ("EIS/VCT
Relief") and a second placing (the "Second Placing") in respect of the
remaining balance of the Placing Shares (the "Second Placing Shares") and the
Investor Warrants (the "Second Placing Warrants") which are not issued
pursuant to the First Placing to certain new and existing institutional
investors. The First Placing is not conditional on completion of the Second
Placing. Investors should note that it is possible that the First Admission
(as defined below) will occur, but the Second Admission (as defined below) may
not occur.

In connection with the First Placing and the Subscription, the Company has
received advance assurance from HMRC to the effect that the First Placing
Shares and the EIS Subscription Shares (as defined below) will be 'eligible
shares' capable of constituting a qualifying holding for EIS purposes, and
that subject to receipt of a satisfactory compliance statement from the
Company, the First Placing Shares and the EIS Subscription Shares (as defined
below) are capable of satisfying the requirements for EIS relief (as defined
in the Income Tax Act 2007).

The Placing is not conditional upon the approval of the Company's
shareholders.

To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Zeus.

The Subscription

Heather Peacock and David Johns-Powell, being Directors of the Company, and
certain other investors have indicated their intention to subscribe for new
Ordinary Shares at the Issue Price pursuant to the terms and conditions of
subscription letters to be entered into between the relevant Directors and the
Company on or about the date hereof. Certain of the new Ordinary Shares to be
issued pursuant to the Subscription are intended to qualify for EIS/VCT Relief
(the "EIS Subscription Shares"), and will be admitted to trading on AIM at
First Admission (as defined below), with the remaining balance of the new
Ordinary Shares to be subscribed for in the Subscription (and that are not
intended to qualify for EIS/VCT Relief) being admitted at Second Admission
(the "Remaining Subscription Shares").

Further details relating to the Subscription, including the total number of
new Ordinary Shares to be subscribed for and the aggregate gross proceeds of
the Subscription, will be announced as soon as practicable after closure of
the Bookbuild.

Terms of the Investor Warrants

The Investor Warrants are exercisable for cash at any time on or before 9 May
2025 at an exercise price of 15 pence per Ordinary Share. The Investor
Warrants will be issued on the terms and conditions set out in a warrant
instrument entered into by the Company on or about the date hereof (the
"Warrant Instrument"), and warrant certificates in respect of the Investor
Warrants will be issued by the Company to the investors in the Placing and the
Subscription after the date of First Admission (as defined below and which is
expected to become effective on or around 14 November 2023).

The final number of Investor Warrants to be issued pursuant to the Fundraising
will be determined following closure of the Bookbuild.

Admission, settlement and CREST

Applications will be made for the new Ordinary Shares to be issued pursuant to
the Fundraising to be admitted to trading on AIM.

Given the need to satisfy the conditions required to allow EIS/VCT Relief to
be claimed, such admission will be split into the First Admission (as defined
below) and the Second Admission (as defined below). Settlement for and
admission of the First Placing Shares and the EIS Subscription Shares to
trading on AIM is expected to take place on or before 8.00 a.m. on 14 November
2023 (or such later date as the Company, Zeus and Strand Hanson may agree, but
in any event not later than 8.00 a.m. on 11 December 2023).

Settlement for and admission of the Second Placing Shares and the Remaining
Subscription Shares to trading on AIM is expected to take place on or before
8.00 a.m. on 15 November 2023 (or such later date as the Company, Zeus and
Strand Hanson may agree, but in any event not later than 8.00 a.m. on 12
December 2023).

The Placing is conditional upon, among other things, those matters set out in
the paragraph headed "Conditions of the Placing" in the Appendix, and the
Placing Agreement (as defined below) not being terminated in accordance with
its terms.

Neither the Subscription nor the Placing are being made available to the
public and are only available to Relevant Persons (as defined below).

 

 

Appendix

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION CONTAINED
HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

 

NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES OR INVESTOR WARRANTS IS BEING
MADE IN THE UNITED STATES, UNITED KINGDOM OR ELSEWHERE. ALL OFFERS OF THE NEW
ORDINARY SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK VERSION OF
REGULATION (EU) NO 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
14 JUNE 2017, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED FROM TIME TO TIME, (THE "UK PROSPECTUS
REGULATION") FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS. THIS ANNOUNCEMENT
IS BEING DISTRIBUTED TO PERSONS IN THE UNITED KINGDOM ONLY IN CIRCUMSTANCES IN
WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED
("FSMA") DOES NOT APPLY.

NO PROSPECTUS WILL BE MADE AVAILABLE IN CONNECTION WITH THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT AND NO SUCH PROSPECTUS IS REQUIRED (IN ACCORDANCE WITH
THE PROSPECTUS REGULATION) TO BE PUBLISHED. THIS ANNOUNCEMENT AND THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHO ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E)
OF REGULATION (EU) NO 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
OF 14 JUNE 2017 (THE "EU PROSPECTUS REGULATION")) ("QUALIFIED INVESTORS"); AND
(B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS (WITHIN THE MEANING OF
ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION) WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING 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"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III)
ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT
AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS (I) IN THE EEA WHO ARE NOT QUALIFIED INVESTORS; OR (II) IN THE
UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO (I) PERSONS IN THE EEA
WHO ARE QUALIFIED INVESTORS AND (II) PERSONS IN THE UNITED KINGDOM WHO ARE
RELEVANT PERSONS, AND WILL BE ENGAGED IN ONLY WITH QUALIFIED INVESTORS IN THE
EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM.

THIS ANNOUNCEMENT HAS BEEN 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 THE DIRECTORS OR THE COMPANY, OR BY ANY OF ITS OR THEIR RESPECTIVE
PARTNERS, EMPLOYEES, ADVISERS, AFFILIATES OR AGENTS AS TO OR IN RELATION TO,
THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL
INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR
ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.

 

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS ANNOUNCEMENT,
INCLUDING THIS APPENDIX, DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. NEITHER THE PLACING SHARES NOR THE INVESTOR WARRANTS HAVE BEEN AND NOR
WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933 (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES AND
INVESTOR WARRANTS ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION
S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES,
THE UNITED KINGDOM OR ELSEWHERE.

NEITHER THE PLACING SHARES NOR THE INVESTOR WARRANTS HAVE BEEN AND NEITHER
WILL BE REGISTERED UNDER THE SECURITIES LAWS AND REGULATIONS OF AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND AND NEITHER THE
PLACING SHARES NOR THE INVESTOR WARRANTS MAY BE OFFERED, SOLD, RESOLD, OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND, OR IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES AND THE INVESTOR
WARRANTS.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS,
AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY
INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE,
SUCH RESTRICTIONS.

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the Placing Shares and
the Investor Warrants have been subject to a product approval process, which
has determined that the Placing Shares and the Investor Warrants 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 Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares and
the Ordinary Shares issued pursuant to the exercise of any Investor Warrants
may decline and investors could lose all or part of their investment; neither
the Placing Shares nor the Investor Warrants offer guaranteed income and/or
capital protection; and an investment in the Placing Shares and the Investor
Warrants 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, Zeus will only procure investors
who meet the criteria of professional clients and eligible counterparties (as
defined in Chapter 3 of COBS).

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A and 10A (respectively) of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares and/or the Investor
Warrants.

Persons who are invited to and who choose to participate in the Placing by
making an oral or written offer to acquire Placing Shares and Investor
Warrants, including any individuals, funds or others on whose behalf a
commitment to acquire Placing Shares and Investor Warrants is given
(the "Placees"), will be deemed: (i) to have read and understood this
Announcement, including this Appendix, in its entirety; and (ii) to be
participating and making an offer for Placing Shares and Investor Warrants on
the terms and conditions and to be providing the representations, warranties,
acknowledgements and undertakings, contained in this Appendix.

 

In particular each such Placee represents, warrants and acknowledges that:

 

a)    if it is in the United Kingdom, it is a Relevant Person and if it is
in the EEA, it is a Qualified Investor, and in each case undertakes that it
will acquire, hold, manage or dispose of any Placing Shares and/or Investor
Warrants that are allocated to it for the purposes of its business;

 

b)    it is acquiring the Placing Shares and the Investor Warrants for its
own account or is acquiring the Placing Shares and the Investor Warrants for
an account with respect to which it has authority to exercise, and is
exercising, investment discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement;

 

c)    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 Appendix; and

 

d)    if it is a financial intermediary, as that term is used in Article
5(1) of the Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, any Placing Shares and/or Investor Warrants subscribed for or
acquired by it in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be subscribed for or 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 to Qualified
Investors in a member state of the EEA which has implemented the EU Prospectus
Regulation or to Relevant Persons in the United Kingdom, or in circumstances
in which the prior consent of Zeus has been given to each such proposed offer
or resale.

 

 

 

Details of the Placing Agreement, the Placing Shares, the Investor Warrants
and the Bookbuild

 

Zeus is acting as broker and bookrunner in connection with the Placing and
Strand Hanson is acting as nominated adviser to the Company in connection with
the Placing and have entered into a placing agreement with the Company (the
"Placing Agreement") under which Zeus has conditionally agreed to use its
reasonable endeavours to procure Placees to subscribe for the Placing Shares,
on the terms and subject to the conditions set out therein and in this
Appendix, and Strand Hanson has conditionally agreed to make the applications
for Admission (as defined below). The Placing is not being underwritten.

 

Zeus will today commence the bookbuilding process to determine demand for
participation in the Placing by potential Placees. This Appendix gives details
of the terms and conditions of, and the mechanics for participation in, the
Placing. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares and/or any Investor Warrants.

 

Zeus shall be entitled to effect the Placing by such alternative method to the
Bookbuild as it may, in its absolute discretion, following consultation with
the Company, determine.

 

The Placing Shares and any new Ordinary Shares issued pursuant to the exercise
of any Warrants will, as from the date when they are issued, be fully paid up
and rank pari passu in all respects with the existing Ordinary Shares then in
issue.

 

The Placing Agreement contains certain undertakings, warranties and
indemnities given by the Company for the benefit of each of Zeus and Strand
Hanson.  Zeus and Strand Hanson have absolute discretion as to whether or not
to bring an action against the Company for breach of these undertakings,
warranties and indemnities.

Zeus and Strand Hanson have the right to terminate the Placing Agreement in
certain circumstances, details of which are set out below.

 

Applications for admission to trading

 

Applications will be made to the London Stock Exchange for:

a)    the First Placing Shares and the EIS Subscription Shares ("First
Admission"); and

b)    the Second Placing Shares  together with the Remaining Subscription
Shares ("Second Admission"),

to be admitted to trading on AIM (together, "Admission").

It is expected that First Admission will become effective and that dealings
in the First Placing Shares and the EIS Subscription Shares will commence at
8.00 a.m. on 14 November 2023 (or such later date as the Company, Zeus and
Strand Hanson may agree, but in any event not later than 8.00 a.m. on 11
December 2023) (the "First Admission Date").

It is expected that Second Admission will become effective and that dealings
in the Second Placing Shares and the Remaining Subscription Shares will
commence at 8.00 a.m. on 15 November 2023 (or such later date as the Company,
Zeus and Strand Hanson may agree, but in any event not later than 8.00 a.m. on
12 December 2023) (the "Second Admission Date").

 

 

 Participation in, and principal terms of, the Placing

 

1.    Zeus is arranging the Placing as agent for the Company for the
purpose of procuring Placees at the Issue Price for the Placing Shares.

 

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

 

3.    The final number of Placing Shares and Investor Warrants will be
agreed between Zeus and the Company following completion of the Bookbuild. The
final number of Placing Shares and Investor Warrants to be issued will be
announced on a Regulatory Information Service following 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 Zeus. Each bid
should state the number of Placing Shares which the prospective Placee wishes
to subscribe for at the Issue Price. Bids may be scaled down on the basis
referred to in paragraph 7 below.

 

5.    The Bookbuild is expected to close no later than 5.00 p.m. (London
time) on 9 November 2023, but may be closed earlier or later, at the
discretion of Zeus. Zeus may, in agreement with the Company, accept bids
(either in whole or in part) that are received after the Bookbuild has closed.

 

6.    Each Placee's allocation of Placing Shares and Investor Warrants will
be confirmed to Placees orally by Zeus following the close of the Bookbuild,
and a trade confirmation or contract note will be dispatched as soon as
possible thereafter. The terms of this Appendix are deemed to be incorporated
in the form of confirmation. Zeus' oral confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Zeus and the Company,
pursuant to which such Placee agrees to subscribe for and acquire the number
of Placing Shares and Investor Warrants allocated to it and to pay or procure
payment of the Issue Price in respect of such Placing Shares on the terms and
conditions set out in this Appendix and in accordance with the Company's
corporate documents. Except with the consent of Zeus, such commitment will not
be capable of variation, revocation, termination or rescission at either the
time of such oral confirmation or any time thereafter.

 

7.    Subject to paragraphs 3 and 4 above, after consultation with the
Company as to the allocation of the Placing Shares and Investor Warrants to
Placees, Zeus will, in effecting the Placing, determine the identity of the
Placees and the basis of allocation of the Placing Shares and Investor
Warrants.

 

8.   A bid in the Bookbuild will be made on the terms and subject to the
conditions in this Appendix and, after confirmation (oral or otherwise) by
Zeus, will be legally binding on the Placee on behalf of which it is made and
except with Zeus' consent will not be capable of variation, revocation,
termination or rescission after the time at which it is submitted. Each Placee
will also have an immediate, separate, irrevocable and binding obligation,
owed to Zeus, to pay or procure payment to it (or as it may direct) in cleared
funds an amount equal to the product of the Issue Price and the number of
Placing Shares that such Placee has agreed to acquire and the Company has
agreed to allot and issue to that Placee.

 

9.    If a Placee subscribes for First Placing Shares, such Placee
understands and acknowledges that:

 

(i)         it will receive one First Placing Warrant for every one First
Placing Share subscribed for by it in the First Placing;

 

(ii)       its obligations and rights under the Placing in respect of such
First Placing Shares and the First Placing Warrants are conditional on the
First Placing having become unconditional but are not conditional on the
Second Placing having also become unconditional;

 

(iii)         it is anticipated that the First Placing Shares will be
allotted and issued at or before 8.00 a.m. on the First Admission Date
(envisaged to be on the business day immediately prior to the Second Admission
Date) and that First Admission will occur, and dealings in respect of the
First Placing Shares will commence, at 8.00 a.m. on the First Admission Date;

 

(iv)      it is anticipated that the Second Placing Shares will be allotted
and issued at 8.00 a.m. on the Second Admission Date and that Second Admission
will occur, and dealings in respect of the Second Placing Shares will commence
at 8.00 a.m. on the Second Admission Date; and

 

(v)          Placees should therefore be aware of the possibility
that the First Placing Shares and First Placing Warrants might be issued and
that none of the Second Placing Shares or Second Placing Warrants are issued.
Consequently, even if the First Placing Shares and First Placing Warrants have
been issued, there is no guarantee that the placing of the Second Placing
Shares and Second Placing Warrants will become unconditional or that Second
Admission will occur.

 

10.  Except as required by law or regulation, no press release or other
announcement will be made by Zeus 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.

 

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

 

12.  All obligations under the Bookbuild and Placing will be subject to
fulfilment or (where applicable and permissible by law) 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 under the Placing Agreement".

 

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

 

14.  To the fullest extent permissible by law neither Zeus nor the Company
nor any of their respective affiliates or persons acting on behalf of any of
them shall have any responsibility or liability to any Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither Zeus nor the Company, nor any of their respective
affiliates or persons acting on behalf of any of them shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of Zeus' conduct of the Bookbuild or of such
alternative method of effecting the Placing as Zeus and the Company may agree.
Nothing in this paragraph excludes liability of any person for fraud or
fraudulent misrepresentation made by that person.

 

Conditions of the Placing

 

The Placing is conditional upon, inter alia, the conditions set out below.

 

Zeus' and Strand Hanson's obligations under the Placing Agreement in respect
of the First Placing are conditional on certain conditions, including inter
alia:

 

a)    none of the warranties or undertakings provided in the Placing
Agreement by the Company being or having become untrue, inaccurate or
misleading at any time before First Admission and no fact or circumstance
having arisen which would constitute a breach of any such warranties;

 

b)    the Company having complied with certain specified obligations under
the Placing Agreement (to the extent such obligations fall to be performed
prior to First Admission) including the Company allotting, conditional on
First Admission occurring, the First Placing Shares subject to the Company's
articles of association;

 

c)    the subscription agreements governing the terms of the Subscription
not having been terminated or amended prior to First Admission and having
become unconditional in all respects save for any conditions relating to the
Placing Agreement or Second Admission;

 

d)    the Warrant Instrument creating the Investor Warrants being entered
into by the Company and the relevant number of First Placing Warrants being
allotted and issued to the subscribers for the First Placing Shares
(conditional on First Admission);

 

e)    the delivery by the Company to Zeus and Strand Hanson of certain
documentary conditions precedent; and

 

f)    First Admission occurring at 8:00 a.m. (London time) on 14 November
2023 (or such later time and/or date, not being later than 8:00 a.m. (London
time) on 11 December 2023, as the Company, Zeus and Strand Hanson may
otherwise agree). .

 

Zeus' and Strand Hanson's obligations under the Placing Agreement in respect
of the Second Placing are conditional on certain conditions, including inter
alia:

 

a)    none of the warranties or undertakings provided in the Placing
Agreement by the Company being or having become untrue, inaccurate or
misleading at any time before Second Admission and no fact or circumstance
having arisen which would constitute a breach of any such warranties;

 

b)    the Company having complied with certain specified obligations under
the Placing Agreement (to the extent such obligations fall to be performed
prior to Second Admission) including the Company allotting, conditional on
Second Admission occurring, the Second Placing Shares subject to the Company's
articles of association;

 

c)    the subscription agreements governing the terms of the Subscription
not having been terminated or amended prior to Second Admission and having
become unconditional in all respects save for any conditions relating to the
Placing Agreement or Second Admission;

 

d)   the relevant number of Second Placing Warrants being allotted and
issued to the subscribers for the Second Placing Shares (conditional on Second
Admission);

 

e)   the delivery by the Company to Zeus and Strand Hanson of certain
documentary conditions precedent;

 

f)     First Admission having taken place; and

 

g)   Second Admission occurring at 8:00 a.m. (London time) on 15 November
2023 (or such later time and/or date, not being later than 8:00 a.m. (London
time) on 12 December 2023, as the Company, Zeus and Strand Hanson may
otherwise agree).

 

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable and permissible
by law) waived or extended in writing by each of Zeus and Strand Hanson by the
relevant times or dates specified (or such later times or dates as the Company
and Zeus may agree); or (ii) prior to either the First Admission or the Second
Admission, as applicable, the Placing Agreement is terminated in accordance
with its terms including, inter alia, in the circumstances specified below,
the Placing will lapse and the Placees' rights and obligations hereunder in
relation to the relevant Placing Shares and the Investor Warrants shall cease
and terminate at such time and each Placee agrees that no claim can be made by
it in respect thereof.

 

Zeus and Strand Hanson may, in their discretion, extend the time for
satisfaction of, or, where applicable and permissible by law, waive compliance
by the Company with, the whole or any part of certain of the Company's
obligations in relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.

 

Zeus shall have no liability to any Placee (or to any other person whether
acting on behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision it 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 within the absolute discretion of Zeus.

 

During the period of 40 days after the later of the commencement of the
Placing and the closing of the Placing, neither the Placing Shares nor the
Investor Warrants may be offered, sold or delivered within the United States
or to, or for the account or benefit of, U.S. persons (other than Placing
Shares and Investor Warrants sold pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act) and an offer or sale of the Placing Shares and/or Investor Warrants
within the United States during this period by any dealer (whether or not
participating in the Placing) may violate the registration requirements of the
Securities Act, if such offer or sale is made otherwise than pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Terms used in this paragraph have the
respective meanings given to them by Regulation S under the Securities Act.

 

Right to terminate under the Placing Agreement

 

Zeus and Strand Hanson may, after having to the extent practicable in the
circumstances consulted with the Company, at any time before either the First
Admission or the Second Admission, as applicable, terminate the Placing and
the Placing Agreement in respect of the First Placing Shares and the First
Placing Warrants at any time prior to First Admission, and in respect of the
Second Placing Shares and Second Placing Warrants at any time prior to Second
Admission, in accordance with the terms of the Placing Agreement in certain
limited circumstances including, inter alia, if:

 

a)    any statement contained in the Placing documents has, in the opinion
of Zeus and Strand Hanson (acting reasonably), been discovered to be
materially untrue, incorrect or misleading; or

 

b)   there has, in the opinion of Zeus and Strand Hanson (acting reasonably),
been a material breach of any of the warranties or any other obligations on
the part of the Company under the Placing Agreement which is material in the
context of the Placing.

 

Zeus and Strand Hanson may also, after having to the extent practicable in the
circumstances consulted with the Company, terminate the Placing and the
Placing Agreement in respect of the First Placing Shares and the First Placing
Warrants at any time prior to First Admission, and in respect of the Second
Placing Shares and the Second Placing Warrants at any time prior to Second
Admission, in accordance with the terms of the Placing Agreement if, at any
time prior to First Admission or Second Admission, as applicable, inter alia,
there happens, develops or comes into effect:

(a)   any occurrence of any kind which (by itself or together with any other
such occurrence) in the reasonable opinion of Zeus and Strand Hanson is
likely to materially and adversely affect the market's position or prospects
of the CyanConnode group taken as a whole; or

(b)   any other crisis of international or national effect or any change in
any currency exchange rates or controls or in any financial, political,
economic or market conditions or in market sentiment which, in any such case,
in the reasonable opinion of Zeus and Strand Hanson is materially adverse to
the Placing.

 

For the avoidance of doubt, following First Admission, the Placing Agreement
is not capable of termination in respect of the placing of the First Placing
Shares and the First Placing Warrants. Following Second Admission, the Placing
Agreement is not capable of termination in respect of the Second Placing
Shares and the Second Placing Warrants. For the avoidance of doubt, First
Admission is not conditional on Second Admission taking place.

 

By participating in the Placing, Placees agree that the exercise by Zeus and
Strand Hanson of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of Zeus and Strand
Hanson (acting in accordance with the terms of the Placing Agreement) and that
Zeus need not make any reference to, or consult with, Placees and that neither
Zeus nor Strand Hanson shall have any liability to Placees whatsoever in
connection with any such exercise.

 

No Prospectus

 

No offering document or prospectus has been or will be submitted to be
approved by the FCA or any other regulatory authority or will be submitted to
the London Stock Exchange in relation to the Placing.

 

Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) released by the
Company today and subject to the further terms set forth in any contract note
to be provided to individual Placees.

 

Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) and all other publicly
available information previously published by the Company by notification to a
Regulatory Information Service is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any other
information, representation, warranty or statement made by or on behalf of the
Company or Zeus or Strand Hanson or any other person and neither the Company
nor Zeus nor Strand Hanson nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees 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
CyanConnode group in accepting a participation in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraud or fraudulent
misrepresentation by that person.

 

Registration and Settlement

 

Settlement of the Placing Shares (ISIN: GB00BF93WP34) following the First
Admission and/or the Second Admission, as applicable, will take place within
the system administered by Euroclear UK & International Limited ("CREST").
Subject to certain exceptions, Zeus and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if delivery
or settlement is not possible or practicable within the CREST system within
the timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.

 

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place with Zeus
stating the number of Placing Shares allocated to it at the Issue Price, the
aggregate amount owed by such Placee to Zeus and settlement instructions. 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 in respect of the Placing Shares that it has in place
with Zeus.

 

It is expected that settlement for the First Placing Shares will be on 14
November 2023, and that settlement for the Second Placing Shares will be on 15
November 2023 in each case in accordance with the instructions set out in the
trade confirmation.

 

Each Placee is deemed to agree that, if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Zeus' account
and benefit, an amount equal to the aggregate amount owed by the Placee. 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 (together with any penalties) or other similar taxes
imposed in any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.

 

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the 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 circumstances in which any stamp duty
or stamp duty reserve tax or other similar taxes or duties (including any
interests and penalties relating thereto) is payable in respect of the
allocation, allotment, issue, sale, transfer 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), neither Zeus nor the Company shall be responsible
for the payment thereof.

 

Representations, Warranties and Further Terms

 

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with each of Zeus, Strand Hanson and
the Company, in each case as a fundamental term of its application for Placing
Shares, the following:

 

1.    that it has read and understood the Announcement, including this
Appendix, in its entirety and that its acquisition of Placing Shares and
Investor Warrants is subject to and based upon all the terms, conditions,
representations, warranties, acknowledgements, agreements and undertakings and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement (including this Appendix);

 

2.    that no offering document or prospectus has been or will be prepared
in connection with the Placing and represents and warrants that it has not
received and will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares or the Investor Warrants or
Admission or otherwise;

 

3.    that the Placing does not constitute a recommendation or financial
product advice and that Zeus and Strand Hanson have had no regard to its
particular objectives, financial situation or needs;

 

4.    that none of Zeus, Strand Hanson, the Company, nor any of their
respective affiliates, agents, directors, officers or employees has provided,
nor will provide, it with any material regarding the Placing Shares, the
Investor Warrants or the Company other than this Announcement; nor has it
requested any of Zeus, Strand Hanson, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide it with
any such information;

 

5.    that the existing Ordinary Shares are quoted on AIM and that the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices under the AIM Rules,
which includes a description of the Company's business and the Company's
financial information, including balance sheets and income statements, and
that it is able to obtain or access such information, or comparable
information concerning other publicly traded companies, in each case without
undue difficulty;

 

6.    that the content of this Announcement is exclusively the
responsibility of the Company and that neither Zeus nor Strand Hanson, nor
their affiliates or any person acting on behalf of them, has or shall have any
liability for any information, representation or statement contained in, or
omission from, this Announcement or any information previously published by or
on behalf of the Company, pursuant to applicable laws, 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
otherwise. Each Placee further represents, warrants and agrees with each of
Zeus, Strand Hanson and the Company that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
acquire Placing Shares and Investor Warrants is contained in this Announcement
and any information previously published by the Company by notification to a
Regulatory Information Service, such information being all that such Placee
deems necessary or appropriate and sufficient to make an investment decision
in respect of the Placing Shares and the Investor Warrants and that it has
neither received nor relied on any other information given, or
representations, warranties or statements made, by Zeus, Strand Hanson, or the
Company nor any of their respective affiliates, agents, directors, officers or
employees and that none of Zeus, Strand Hanson or the Company or any such
affiliate, agent, director, officer or employee 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 fraud or
fraudulent misrepresentation made by that person;

 

7.    that it may not rely, and has not relied, on any investigation that
Zeus or Strand Hanson, or any of their affiliates or any person acting on
their behalf, may have conducted with respect to the Placing Shares or the
Investor Warrants or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Placing
Shares, the Investor Warrants or the accuracy, completeness or adequacy of the
information in this Announcement or any other publicly available information;

 

8.    that it has conducted its own investigation of the Company and made
its own assessment of the Placing Shares and the Investor Warrants and has
received all information it believes necessary or appropriate in connection
with its investment in the Placing Shares and the Investor Warrants;

 

9.    that it has made its own assessment and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its investment in the Placing Shares and the Investor Warrants;

 

10.  that none of Zeus or Strand Hanson, or their representative affiliates
nor any person acting on behalf of any of them has or shall have any liability
for any information made publicly available by or in relation to the Company
or any representation, warranty or statement relating to the Company or the
CyanConnode group contained therein or otherwise, provided that nothing in
this paragraph excludes the liability of any person for fraud or fraudulent
misrepresentation made by that person;

 

11.  that: (i) it is and, at the time the Placing Shares and the Investor
Warrants are subscribed for, will be outside the United States and subscribing
for the Placing Shares and the Investor Warrants in an "offshore transaction"
in accordance with Rule 903 or Rule 904 of Regulation S; (ii) if acquiring the
Placing Shares and Investor Warrants for the account of one or more other
persons, it has full power and authority to make the representations,
warranties, agreements, undertakings and acknowledgements herein on behalf of
each such person; (iii) it is not acquiring the Placing Shares or Investor
Warrants as a result of any "directed selling efforts" as defined in
Regulation S or as a result of any "general solicitation" or "general
advertising" within the meaning of Rule 502(c) of Regulation D of the
Securities Act; and (iv) it will not publish, distribute or transmit this
Announcement or any other document or information related to the Placing, by
any means or media, directly or indirectly, in whole or in part, in or into or
from the United States;

 

12.  that it understands that neither the Placing Shares nor the Investor
Warrants have been, and neither will be, registered under the Securities Act
and neither the Placing Shares nor the Investor Warrants may be offered, sold,
resold or transferred, directly or indirectly, in or into or from the United
States, except in accordance with Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act;

 

13.  that in making any decision to acquire Placing Shares and the Investor
Warrants it: (i) has such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of subscribing for or
purchasing the Placing Shares and the Investor Warrants; (ii) will not look to
Zeus nor Strand Hanson for all or part of any loss it may suffer as a result
of any such subscription or purchase; (iii) is experienced in investing in
securities of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of an investment in the
Placing Shares and Investor Warrants; (iv) is able to sustain a complete loss
of an investment in the Placing Shares and Investor Warrants; and (v) has no
need for liquidity with respect to its investment in the Placing Shares and
Investor Warrants;

 

14.  unless otherwise specifically agreed with Zeus, that it is not and at
the time the Placing Shares and Investor Warrants are subscribed for or
acquired, neither it nor the beneficial owner of the Placing Shares or
Investor Warrants will be, a resident of Australia, Canada, Japan, South
Africa or New Zealand and further acknowledges that neither the Placing Shares
nor the Investor Warrants have been and neither will be registered under the
securities legislation of Australia, Canada, Japan, South Africa or New
Zealand and, subject to certain exceptions, neither the Placing Shares nor the
Investor Warrants may be offered, sold, transferred, delivered or distributed,
directly or indirectly, in or into any of those jurisdictions;

 

15.  represents and warrants that the issue to it, or the person specified by
it for registration as holder, of Placing Shares and/or Investor Warrants,
will not give rise to a liability under any of sections 67, 70, 93 or 96 of
the Finance Act 1986 (depositary receipts and clearance services);

 

16.  represents and warrants that it has complied with its obligations: (i)
under the Criminal Justice Act 1993 and UK MAR;  (ii) under EU MAR; (iii) in
connection with the laws of all relevant jurisdictions which apply to it and
it has complied, and will fully comply, with all such laws (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of
Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017) and that it is
not a person: (a) with whom transactions are prohibited under the Foreign
Corrupt Practices Act 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury; (b) named on the Consolidated List of
Financial Sanctions Targets maintained by HM Treasury of the United Kingdom;
or (c) subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations ((i), (ii),
(iii), (a) and (b), together, the "Regulations") and rules and guidance on
anti-money laundering produced by the FCA and, if it is making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations; and it is permitted to subscribe for Placing Shares and Investor
Warrants in accordance with the laws of all relevant jurisdictions which apply
to it and it has have complied, and will fully comply, with all such laws
(including where applicable, the Anti-Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017);

 

17.  that it is acting as principal only in respect of the Placing or, if it
is acting for any other person it is duly authorised to do so and has full
power to make the acknowledgments, warranties, representations, undertakings,
and agreements herein on behalf of each such person;

 

18.  if a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, that
the Placing Shares and Investor Warrants subscribed for or acquired by it in
the Placing will not be subscribed for or acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in a Member State of the EEA other than Qualified Investors
or persons in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of Zeus has been given to the offer
or resale;

 

19.  that it has not offered or sold and will not offer or sell any Placing
Shares or Investor Warrants 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;

 

20.  that it has not offered or sold and will not, prior to either First
Admission or Second Admission, offer or sell any Placing Shares or Investor
Warrants to persons in the EEA 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 in and which will not result in an offer
to the public (within the meaning of the Prospectus Regulation) in any member
state of the EEA;

 

21.  that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares and the Investor Warrants in circumstances in which
section 21(1) of the FSMA does not require approval of the communication by an
authorised person;

 

22.  that it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the Placing Shares
and/or the Investor Warrants in, from or otherwise involving the United
Kingdom;

 

23.  that, if in a member state of the EEA, unless otherwise specifically
agreed with Zeus in writing, it is a "Qualified Investor";

 

24.  that, if in the United Kingdom, it is a Relevant Person;

 

25.  that no action has been or will be taken by any of the Company, Zeus, or
any person acting on behalf of the Company or Zeus that would, or is intended
to, permit a public offer of the Placing Shares and/or the Investor Warrants
in any country or jurisdiction where any such action for that purpose is
required;

 

26.  that it and any person acting on its behalf is entitled to acquire the
Placing Shares and the Investor Warrants under the laws of all relevant
jurisdictions and that it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities to enable it to commit to this 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 Appendix)
and will honour such obligations and that, to the best of its knowledge and
belief it has not taken any action or omitted to take any action which will or
may result in Zeus, the Company or any of their respective directors,
officers, agents, employees or advisers acting in breach of the legal or
regulatory requirements of any jurisdiction in connection with the Placing;

 

27.  that it (and any person acting on its behalf) will make or procure
payment in respect of the Placing Shares and Investor Warrants allocated to it
in accordance with this Appendix on the due time and date set out herein,
failing which the relevant Placing Shares and Investor Warrants may be placed
with other acquirers or sold as Zeus may in their sole discretion determine
and without liability to such Placee, who will remain liable for any amount by
which the net proceeds of such sale fall short of the product of the relevant
Issue Price and the number of Placing Shares and Investor Warrants  allocated
to it and may be required to bear any stamp duty, stamp duty reserve tax or
other similar taxes (together with any penalties) which may arise upon such
placing or sale of such Placee's Placing Shares and Investor Warrants;

 

28.  that neither Zeus, nor any of its affiliates, agents, directors,
officers or employees are making any recommendations to it or advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that its participation in the Placing is on the basis
that it is not and will not be a client of Zeus in connection with its
participation in the Placing and that Zeus has no duty nor responsibility to
it for providing the protections afforded to its clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their
respective rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;

 

29.  that the person whom it specifies for registration as holder of the
Placing Shares and Investor Warrants  will be: (i) itself; or (ii) its
nominee, as the case may be. Neither Zeus 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;

 

30.  that these terms and conditions and any agreements entered into by it
pursuant to the terms and conditions set out in this Appendix, and all
non-contractual or other obligations arising out of or in connection with
them, 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 courts as regards any claim, dispute or matter arising out of any such
contract (including an dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make or procure
payment for the Placing Shares and Investor Warrants may be taken by the
Company and/or Zeus 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;

 

31.  except as set out in paragraph 32 below, represents and warrants that it
has neither received nor relied on any 'inside information' (for the purposes
of UK MAR and section 56 of the Criminal Justice Act 1993) concerning the
Company prior to or in connection with accepting the invitation to participate
in the Placing and is not purchasing Placing Shares or Investor Warrants on
the basis of material non-public information;

 

32.  if it has received any 'inside information' (for the purposes of UK MAR
and section 56 of the Criminal Justice Act 1993) in relation to the Company
and its securities, confirms that it has received such information within the
market soundings regime provided for in article 11 of UK MAR and associated
delegated regulations and it has not: (i) dealt (or attempted to deal) in the
securities of the Company; (ii) encouraged, recommended or induced another
person to deal in the securities of the Company; or (iii) unlawfully disclosed
inside information to any person, prior to the information being made publicly
available;

 

33.  that its purchase of Placing Shares and Investor Warrants is in full
compliance with applicable laws and regulations;

 

34.  that the Company, Zeus, Strand Hanson and their respective affiliates
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements, agreements, and undertakings
which are given to Zeus on its own behalf and Strand Hanson on its own behalf
and on behalf of the Company and are irrevocable and it irrevocably authorises
the Company, Zeus and Strand Hanson 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;

 

35.  that neither the Company nor Zeus nor Strand Hanson owes any fiduciary
or other duties to any Placee in respect of any acknowledgments,
confirmations, undertakings, representations, warranties or indemnities in the
Placing Agreement;

 

36.  that its commitment to take up Placing Shares and Investor Warrants on
the terms set out in this Announcement (including this Appendix) will continue
notwithstanding any amendment that may now or 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 or Zeus' conduct of the Placing;

 

37.  that time shall be of the essence as regards to its obligations pursuant
to this Appendix; and

 

38.  that, to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement, including this Appendix.

 

The foregoing representations, warranties, agreements, undertakings,
acknowledgements and confirmations are given for the benefit of the Company as
well as each of Zeus and Strand Hanson and are irrevocable.

 

The agreement to allot and issue Placing Shares and Investor Warrants to
Placees (and/or to persons for whom such Placee is contracting as 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 and Investor Warrants in question.
Such agreement also assumes that the Placing Shares and Investor Warrants are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares or Investor Warrants into
a clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares or Investor Warrants, stamp
duty or stamp duty reserve tax or other similar taxes may be payable, for
which neither the Company nor Zeus will be responsible and the Placees shall
indemnify the Company and Zeus on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify Zeus accordingly. Placees are advised to consult with their own
advisers regarding the tax aspects of their subscription for Placing Shares
and Investor Warrants.

 

Neither the Company nor Zeus are liable to bear any transfer taxes that arise
on a sale of Placing Shares  and/or any Investor Warrants subsequent to their
acquisition by Placees or for transfer taxes arising otherwise than under the
laws of the United Kingdom. Each Placee should, therefore, take its own advice
as to whether any such transfer tax liability arises and notify Zeus
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax
basis and hold Zeus and the Company and their respective affiliates harmless
from any and all interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes to the extent that such
interest, fines or penalties arise from the default or delay of that Placee or
its agent.

 

In addition, Placees should note that they will be liable for any 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 outside the UK by them or any other person on the acquisition
by them of any Placing Shares and/or Investor Warrants  or the agreement by
them to acquire any Placing Shares and/or Investor Warrants.

 

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Zeus and any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares
and/or Investor Warrants.

 

When a Placee or person acting on behalf of the Placee is dealing with Zeus,
any money held in an account with Zeus 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 the
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 Zeus' money in accordance with the client money
rules and will be used by Zeus in the course of their own business and the
Placee will rank only as a general creditor of Zeus.

 

All times and dates in this Announcement may be subject to amendment. Zeus
shall notify the Placees and any person acting on behalf of the Placees of any
changes.

 

 

 

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