REG - Entain PLC - Proposed Placing of New Ordinary Shares

EntainAnnouncement

13/06/2023 17:15

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RNS Number : 5941C  Entain PLC  13 June 2023

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE SECTION OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

13 June 2023

 

Entain plc

 

Proposed Placing of New Ordinary Shares

 

Entain plc (LSE:ENT), the global sports-betting, gaming and interactive
entertainment group ("Entain", the "Company", and, together with its
subsidiaries, the "Group"), today announces its intention to conduct an equity
raise of approximately £600m through a non-pre-emptive placing of new
ordinary shares of €0.01 each in the capital of the Company (the "Placing
Shares") to institutional investors (the "Placing").

 

Concurrently with the Placing, the Company will today make a separate offer of
new ordinary shares of €0.01 each in the capital of the Company (the "Retail
Offer Shares") via PrimaryBid (the "Retail Offer"), to provide retail
investors with an opportunity to acquire Retail Offer Shares. A separate
announcement will be made shortly regarding the Retail Offer and its terms.

 

The Placing will be conducted through an accelerated bookbuild which will be
launched immediately following this Announcement and will be made available to
new and existing eligible institutional investors. The Placing is subject to
the terms and conditions set out in Appendix I to this Announcement. Merrill
Lynch International ("BofA Securities") and Morgan Stanley & Co.
International plc ("Morgan Stanley") are acting as joint global coordinators
and joint bookrunners (together, the "Bookrunners") in respect of the Placing,
with Banco Santander, S.A. ("Santander", and, together with the Bookrunners,
the "Banks") acting as co-manager.

 

Use of Proceeds

 

Entain has separately announced today that Entain CEE is launching a tender
offer (the "Offer") to acquire 100% of STS Holding S.A. ("STS"), the leading
sports-betting operator in Poland listed on the Warsaw Stock Exchange
(WSE:STH) (the "Acquisition"). Entain CEE is Entain's venture in Central and
Eastern Europe ("CEE") together with its partner EMMA Capital ("EMMA") -
Entain and EMMA will fund the Offer in proportion to their current
shareholding in Entain CEE (75% / 25% respectively).

STS's CEO Mateusz Juroszek, and his father Zbigniew Juroszek, who through
their respective family foundations ("Juroszek Foundations" or "Foundations")
hold approximately 70% of STS's share capital, have entered into a binding
agreement to irrevocably accept the Offer. Following completion, the Juroszek
Foundations will re-invest a proportion of their proceeds into Entain CEE in
return for a 10% economic stake in Entain CEE.

The net cash consideration of the transaction payable by Entain will be
approximately £450m. The remaining proceeds will be used to fund further
near-term acquisitions.

 

The Placing and Retail Offer are not conditional on completion of the
Acquisition and should the Acquisition not complete, the Group will retain the
net proceeds of the Placing and the Retail Offer. In such circumstances, the
proceeds would be used to pursue the Group's broader strategy through ongoing
investment in both organic and inorganic opportunities.

A separate announcement (the "Acquisition of STS Announcement") has been
issued in relation to the Acquisition and a presentation containing further
information relevant to the Acquisition has been made available on the
Company's website at
www.entaingroup.com/investor-relations/acquisition-and-placing
(https://entaingroup.com/investor-relations/acquisition-and-placing) . This
Announcement should be read in conjunction with the Acquisition of STS
Announcement.

 

 

Details of the Placing

 

BofA Securities and Morgan Stanley are acting as joint global co-ordinators
and joint bookrunners, and Santander is acting as co-manager, in respect of
the Placing.

 

The Placing is subject to the terms and conditions set out in Appendix I of
this Announcement.

 

The Bookrunners will commence the Bookbuilding Process immediately following
the release of this Announcement in respect of the Placing. The price at which
the Placing Shares are to be placed (the "Placing Price") and the number of
Placing Shares will be determined following the close of the Bookbuilding
Process by agreement between the Company and the Bookrunners.

 

The book will open with immediate effect following this Announcement. The
timing of the closing of the book, pricing and allocations are at the absolute
discretion of the Bookrunners and the Company. Details of the Placing Price
and the number of Placing Shares and Retail Offer Shares to be allotted and
issued will be announced as soon as reasonably practicable after the close of
the Bookbuilding Process.

 

The Placing Shares and Retail Offer Shares, when issued, will be fully paid
and will rank pari passu in all respects with each other and with the existing
ordinary shares of the Company, including, without limitation, the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.

 

Applications will be made to (i) the Financial Conduct Authority (the "FCA")
for admission of the Placing Shares and Retail Offer Shares to listing on the
premium listing segment of the Official List; and (ii) London Stock Exchange
plc for admission of the Placing Shares and Retail Offer Shares to trading on
its main market for listed securities (together, "Admission").

Settlement for, and Admission of, the Placing Shares and Retail Offer Shares
is expected to take place on or before 8.00 a.m. on 16 June 2023. The Placing
is conditional upon, among other things, Admission becoming effective. The
Placing is also conditional upon the placing agreement between the Company and
the Banks (the "Placing Agreement") becoming unconditional and not being
terminated in accordance with its terms. The Appendices to this Announcement
set out further information relating to the terms and conditions of the
Placing.

 

The Retail Offer is not made subject to the terms and conditions set out in
Appendix I to this Announcement, and instead will be made on the terms
outlined in a separate announcement to be made shortly. The Retail Offer is
conditional on the Placing, but the Placing is not conditional on the Retail
Offer.

 

Entain acknowledges that it is seeking to issue Placing Shares and Retail
Offer Shares amounting to up to approximately 7.9% per cent of its issued
ordinary share capital on a non-pre-emptive basis. The Company has consulted
with its major institutional shareholders ahead of release of this
Announcement, which has confirmed the Board's view that the Placing is in the
best interests of shareholders.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the Information provided in the "Important Notices"
section of this Announcement. The appendices to this Announcement set out
further information relating to the terms and conditions and additional key
information of the Placing. Unless otherwise stated, capitalised terms in this
Announcement have the meanings ascribed to them in the appendices (which forms
part of this Announcement).

 

Investors who have chosen to participate in the Placing, by making an oral or
written offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement and the Acquisition of STS Announcement in their
entirety (including the appendices) 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 the
appendices to this Announcement.

 

The person responsible for arranging release of this Announcement on behalf of
Entain is Simon Zinger, General Counsel.

 

Contact details

Entain plc

 Investor Relations - Entain plc                           investors@Entaingroup.com (mailto:investors@entaingroup.com)

 David Lloyd-Seed, Chief IR & Communications Officer

 Davina Hobbs, Head of Investor Relations

 Aimee Remey, VP US Investor Relations

 Callum Sims, IR Manager
 Media - Entain plc                                        media@Entaingroup.com (mailto:media@Entaingroup.com)

 Lisa Attenborough, Head of Corporate Communications

 Jay Dossetter, Head of Corporate PR

 Jodie Hitch, PR Manager

 

BofA Securities (Joint Global Coordinator and Joint Bookrunner)

Ed Peel

James Robertson

Stephen Little

Ben Winstanley

Tel: +44 (0) 20 7628 1000

 

Morgan Stanley (Joint Global Coordinator and Joint Bookrunner)

Laurence Hopkins

Tom Perry

Emma Whitehouse

Rusheel Somaiya

Tel: +44 (0) 20 7425 8000

 

Media - Powerscourt

Rory Godson / Rob Greening / Sam Austrums

Tel: +44 (0) 20 7250 1446
Entain@powerscourt-group.com (mailto:Entain@powerscourt-group.com)

 

LEI: 213800GNI3K45LQR8L28

About Entain plc

Entain plc (LSE: ENT) is a FTSE100 company and is one of the world's largest
sports betting and gaming groups, operating both online and in the retail
sector. The Group owns a comprehensive portfolio of established brands; Sports
brands include BetCity, bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Neds,
Sportingbet, Sports Interaction and SuperSport; Gaming brands include Foxy
Bingo, Gala, GiocoDigitale, Ninja Casino, Optibet, Partypoker and PartyCasino.
The Group owns proprietary technology across all its core product verticals
and in addition to its B2C operations provides services to a number of
third-party customers on a B2B basis.

The Group has a 50/50 joint venture, BetMGM, a leader in sports betting and
iGaming in the US. Entain provides the technology and capabilities which power
BetMGM as well as exclusive games and products, specially developed at its
in-house gaming studios. The Group is tax resident in the UK and is the only
global operator to exclusively operate in domestically regulated or regulating
markets operating in over 40 territories.

Entain is a leader in ESG, a member of FTSE4Good, the DJSI and is AA rated by
MSCI. The Group has set a science-based target, committing to be carbon net
zero by 2035 and through the Entain Foundation supports a variety of
initiatives, focusing on safer gambling, grassroots sport, diversity in
technology and community projects. For more information see the Group's
website: www.entaingroup.com (http://www.entaingroup.com/)

 

Important Notices

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

This Announcement 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. No public offering of the securities referred to herein is
being made in any such jurisdiction or elsewhere.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any state or any other jurisdiction of the United States. No public
offering of the any securities referred to herein is being made in the United
States.

No action has been taken by the Company, any of the Banks or any of their
respective affiliates, or any of its or their respective directors, officers,
partners, employees, advisers or agents (collectively, "Representatives")
that would, or is intended to, permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained in this
Announcement. The distribution of this Announcement, and the Placing and/or
the offer or sale of the Placing Shares, may be restricted by law in certain
jurisdictions. Persons (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.

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

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. This Announcement is for information purposes only and shall
not constitute an offer to sell or issue or the solicitation of an offer to
buy, subscribe for or otherwise acquire securities in any jurisdiction in
which any such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities laws of
such jurisdictions.

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such offering document or prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published.

In Canada, no prospectus has been filed with any securities commission or
similar regulatory authority in respect of the Placing Shares. No such
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon the merits of any proposed offering of the Placing
Shares and any representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be, registered under or offering in compliance with the
securities laws of any state, province or territory of Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, the Republic of South Africa, or Japan or any other
jurisdiction in which such activities would be unlawful.

In Canada, the Placing Shares may only be offered and sold in the provinces of
Alberta, British Columbia, Ontario and Quebec on a basis exempt from the
prospectus requirements of applicable securities laws. In connection with any
offer or sale made to investors in the Placing that are located in Canada, the
Placee will be required to provide a signed investor letter, confirming its
eligibility to participate in the Placing and containing additional prescribed
disclosure for the purposes of compliance with Canadian securities law
requirements.

In Australia, no prospectus has been lodged with, or registered by the
Australian Securities and Investments Commission ("ASIC"). This Announcement
may only be made available in Australia to persons who are "wholesale clients"
within the meaning of section 761G(4) of the Corporations Act 2001 (Cth) (the
"Australian Corporations Act") and either sophisticated investors or
professional investors within the meaning of sections 708(8) and 708(11) of
the Australian Corporations Act respectively. This Announcement is not a
product disclosure statement or similar document required under Part 7.9 of
the Australian Corporations Act nor is it a prospectus or other disclosure
document under Chapter 6D of the Australian Corporations Act, nor is it any
other offer document under Australian law. Accordingly, this Announcement does
not contain the information which would be contained in a product disclosure
statement, prospectus or other disclosure document prepared under the
Australian Corporations Act and does not purport to contain all of the
information that may be necessary or desirable to enable a potential investor
to properly evaluate and consider any investment opportunity. This
Announcement has not been lodged with the ASIC. This Announcement does not
constitute investment or financial product advice (nor taxation or legal
advice) or an invitation to subscribe for or purchase any securities or
financial products or an offer for subscription or purchase of any securities
or financial products nor is it a solicitation to engage in or refrain from
engaging in any acquisition of securities or financial products or other
associated derivatives transactions nor will anything contained within it form
the basis of any offer, contract or commitment. Any advice in this
Announcement is of a general nature only and does not consider the specific
objectives, financial intentions or needs of any particular person.

This Announcement may contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of the Company following the Acquisition. These statements, which
contain the words "anticipate", "believe", "intend", "estimate", "expect",
"may", "will", "seek", "continue", "aim", "target", "projected", "plan",
"goal", "achieve" and words of similar meaning, reflect the Company's beliefs
and expectations and are based on numerous assumptions regarding the Company's
present and future business strategies and the environment the Company will
operate in and are subject to risks and uncertainties that may cause actual
results to differ materially. No representation is made that any of these
statements or forecasts will come to pass or that any forecast results will be
achieved. Forward-looking statements involve inherent known and unknown risks,
uncertainties and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause the actual
results, performance or achievements of the Company to be materially different
from those expressed or implied by such 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 future market conditions,
currency fluctuations, the behaviour of other market participants, the actions
of regulators and other factors such as the Company's ability to continue to
obtain financing to meet its liquidity needs, changes in the political, social
and regulatory framework in which the Company operates or in economic or
technological trends or conditions. Past performance of the Company cannot be
relied on as a guide to future performance. As a result, you are cautioned not
to place undue reliance on such forward-looking statements. The list above is
not exhaustive and there are other factors that may cause the Company's actual
results to differ materially from the forward-looking statements contained in
this Announcement Forward-looking statements speak only as of their date and
the Company, its subsidiary undertakings, the Banks and any of such person's
respective directors, officers, employees, agents, affiliates or advisers
expressly disclaim any obligation to supplement, amend, update or revise any
of the forward-looking statements made herein, except where it would be
required to do so under applicable law. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking statements in
this Announcement may not occur. No statement in this Announcement is intended
as a profit forecast or a profit estimate and no statement in this
Announcement should be interpreted to mean that the financial performance of
the Company for the current or future financial years would necessarily match
or exceed the historical published for the Company.

BofA Securities and Morgan Stanley, are each authorised by the UK Prudential
Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA
and the Financial Conduct Authority ("FCA"). Santander is registered with the
Bank of Spain (Banco de España) under registration number 0049 with CIF
A-39000013. Banco Santander S.A., London Branch is authorised by the Bank of
Spain and subject to limited regulation by the FCA and PRA. Each of BofA
Securities, Morgan Stanley and Santander 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 any Bank or by its affiliates or any of its
Representatives as to, or in relation to, the accuracy, adequacy, fairness or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers or any other statement made or purported to be made by or on behalf
of any Bank or any of its affiliates or any of its Representatives in
connection with the Company, the Placing Shares, the Retail Offer Shares, the
Placing, or the Retail Offer and any responsibility and liability whether
arising in tort, contract or otherwise therefore is expressly disclaimed. No
representation or warranty, express or implied, is made by any Bank or any of
its affiliates or any of its Representatives as to the accuracy, fairness,
verification, completeness or sufficiency of the information or opinions
contained in this Announcement or any other written or oral information made
available to or publicly available to any interested party or its advisers,
and any liability therefore is expressly disclaimed.

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

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

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

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to produce a prospectus.
This Announcement is being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of FSMA does not
apply.

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

In connection with the Placing, any Bank and any of its affiliates or any of
its Representatives, acting as investors for their own account, may take up a
portion of the Placing Shares in the Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own accounts
or otherwise deal for their own account in such Placing Shares and other
securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, any Bank and any of its
affiliates and its Representatives acting in such capacity. In addition, any
Bank and any of its affiliates or its Representatives may enter into financing
arrangements (including swaps, warrants or contracts for difference) with
investors in connection with which any Bank and any of its affiliates may from
time to time acquire, hold or dispose of shares. None of the Banks intends to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so. Banks are not
acting for the Company with respect to the Retail Offer.

Appendix I 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 Appendices) 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 Appendix I to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements contained in
Appendix I to this Announcement.

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

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

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (a) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and
(b) eligible for distribution through all permitted distribution channels (the
"UK target market assessment"). Notwithstanding the UK target market
assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK target market
assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the UK target market assessment, each of the
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the UK target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own UK target market assessment in respect of
the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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
(THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"),
BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS
REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO
BE FILED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES
EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, 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. NO PUBLIC OFFERING OF THE ANY SECURITIES
REFERRED TO HEREIN IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES OR
ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.

Unless otherwise stated, capitalised terms in this Appendix I have the
meanings ascribed to them in Appendix II.

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in connection with the
Placing in the United Kingdom, the United States, any other Restricted
Territory or elsewhere.

This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, in whole or in part, to
persons in the United States, Australia, Canada, the Republic of South Africa
or Japan (each a "Restricted Territory") or in any jurisdiction in which such
publication or distribution is unlawful. 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 by Merrill Lynch International ("BofA Securities"), Morgan Stanley
& Co. International plc ("Morgan Stanley") or Banco Santander, S.A.
("Santander", and together with BofA Securities and Morgan Stanley, the
"Banks") or any of their respective Affiliates or Representatives which would
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 distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. 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
such action. Persons into whose possession this Announcement comes are
required by the Company and the Banks to inform themselves about, and to
observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation (in respect of the UK) and the Prospectus
Regulation (in respect of any member state of the EEA) from the requirement to
produce a prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

The Placing has not been approved and will not be approved or disapproved by
the U.S. Securities and Exchange Commission, any State securities commission
or any other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

No prospectus has been filed with any securities commission or similar
regulatory authority in Canada in connection with the offer and sale of the
Placing Shares. No securities commission or similar regulatory authority in
Canada has reviewed or in any way passed upon this document or the merits of
the Placing Shares and any representation to the contrary is an offence. In
Canada, the Placing Shares may only be offered and sold on a private placement
basis and are exempt from the requirement that the Company prepares and files
a prospectus under applicable Canadian securities laws. Any resale of Placing
Shares acquired by a Canadian investor in this Placing must be made in
accordance with applicable Canadian securities laws, which resale restrictions
may under circumstances apply to resales of the Placing Shares outside of
Canada.

In Australia, no prospectus has been lodged with, or registered by the
Australian Securities and Investments Commission ("ASIC"). This Announcement
may only be made available in Australia to persons who are "wholesale clients"
within the meaning of section 761G(4) of the Corporations Act 2001 (Cth)
("Australian Corporations Act") and either sophisticated investors or
professional investors within the meaning of sections 708(8) and 708(11) of
the Australian Corporations Act respectively. This Announcement is not a
product disclosure statement or similar document required under Part 7.9 of
the Australian Corporations Act nor is it a prospectus or other disclosure
document under Chapter 6D of the Australian Corporations Act, nor is it any
other offer document under Australian law. Accordingly, this Announcement does
not contain the information which would be contained in a product disclosure
statement, prospectus or other disclosure document prepared under the
Australian Corporations Act and does not purport to contain all of the
information that may be necessary or desirable to enable a potential investor
to properly evaluate and consider any investment opportunity. This
Announcement has not been lodged with the ASIC. This Announcement does not
constitute investment or financial product advice (nor taxation or legal
advice) or an invitation to subscribe for or purchase any securities or
financial products or an offer for subscription or purchase of any securities
or financial products nor is it a solicitation to engage in or refrain from
engaging in any acquisition of securities or financial products or other
associated derivatives transactions nor will anything contained within it form
the basis of any offer, contract or commitment. Any advice in this
Announcement is of a general nature only and does not consider the specific
objectives, financial intentions or needs of any particular person. Each
investor who receives an offer of Placing Shares in Australia will be deemed
to have represented to the Company, the Bookrunners and to each dealer from
whom a purchase confirmation is received, as applicable that the investor is )
a "sophisticated investor" within the meaning of section 708(8) of the
Australian Corporations Act or a "professional investor" within the meaning of
section 708(11) of the Australian Corporations Act and a wholesale client
under section 761G(7) of the Australian Corporations Act and the issue of the
Placing Shares to it under the Placing does not require a prospectus, other
form of disclosure document or product disclosure statement under the
Australian Corporations Act, and no Placing Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where disclosure to
investors is not required under Part 6D.2 of the Australian Corporations Act.

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 any of the Banks or any of their respective Affiliates or
Representatives 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 party or its advisers, and any liability therefore
is expressly disclaimed.

The Banks are acting exclusively for the Company and no-one else in connection
with the Placing and are not, and will not be, responsible to anyone
(including the Placees) other than the Company for providing the protections
afforded to their clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.

None of the Company or the Banks or their respective Affiliates or
Representatives makes any representation or warranty, express or implied, to
any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees. Each Placee should
consult its own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.

By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will (i) be deemed to have read and understood this
Announcement, in its entirety; and (ii) be making such offer on the terms and
conditions contained in this Appendix, including being deemed to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, acknowledgements and
undertakings set out herein .

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

a)    it is a Relevant Person, if in the United Kingdom, or a Qualified
Investor, if in a member state of the EEA, 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;

b)    except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it and any account with
respect to which it exercises sole investment discretion, is either (i)
outside the United States subscribing for the Placing Shares in an offshore
transaction as defined in and in accordance with Regulation S under the
Securities Act ("Regulation S") or (ii) a "qualified institutional buyer"
(each a "QIB") as defined in Rule 144A under the Securities Act ("Rule 144A")
who has executed or agreed to be bound by the terms of the Investor
Representation Letter in the form provided to it by one of the Bookrunners or
its affiliates (in its capacity as Bookrunners and as placing agent of the
Company in respect of the Placing);

c)     if in Canada, it (i) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or,
in Ontario, as such term is defined in section 73.3(1) of the Securities Act
(Ontario), (ii) is a "permitted client" as such term is defined in section 1.1
of National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations ("NI 31-103"), and (iii) has agreed to be bound
to the terms of the Non-US Investor Letter in the form provided to it by one
of the Bookrunners or its affiliates;

d)    if acquiring the Placing Shares for the account of one or more other
persons, it has full power and authority to make and does make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account; and

e)     if it is a financial intermediary, as that term is used in Article
2(d) of the Prospectus Regulation and the UK Prospectus Regulation, that it
understands the resale and transfer restrictions set out in 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 Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the Banks has been
given to each such proposed offer or resale.

The Company and the Banks will rely on the truth and accuracy of the foregoing
representations, warranties and acknowledgements. No representation is made by
any of the Banks to any Placees regarding an investment in the Placing Shares.

Bookbuild

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

The Bookrunners and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.

Details of the Placing Agreement and of the Placing Shares

BofA Securities and Morgan Stanley are acting as Joint Global Co-ordinators
and Joint Bookrunners and Santander is acting as co-manager in connection with
the Placing. The Banks have entered into an agreement with the Company (the
"Placing Agreement") under which, subject to the conditions set out therein,
the Bookrunners have agreed as agents for the Company to use their respective
reasonable endeavours to procure Placees for the Placing Shares in such number
and at a price to be determined following completion of the Bookbuild and as
set out in the Placing Agreement. The price per Ordinary Share at which the
Placing Shares are to be placed (the "Placing Price") and the final number of
Placing Shares will be decided at the close of the Bookbuild following the
execution of the terms of subscription by the Company and the Bookrunners (the
"Terms of Subscription"). To the extent that, following the execution of the
Terms of Subscription, any Placee defaults in paying the Placing Price in
respect of any of the Placing Shares allocated to it, the Bookrunners agree to
subscribe in their agreed proportions for such Placing Shares at the Placing
Price on the Closing Date. The timing of the closing of the book, pricing and
allocations are at the discretion of the Company and the Bookrunners. Details
of the Placing Price and the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuild.

The Placing Shares have been duly authorised and will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Ordinary Shares
after the Closing Date. The Placing Shares will be issued free of any claims,
encumbrances, liens, charges or other security interests.

Application for admission to trading

The Company will apply to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List of the FCA (the "Official List") and to London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing Shares on its
Main Market for listed securities ("Admission").

It is expected that Admission will become effective at or around 8.00 a.m. on
16 June 2023 (or such later time and/or date as may be agreed between the
Company and the Bookrunners) and that dealings in the Placing Shares will
commence at that time.

The Banks are not acting for the Company with respect to the Retail Offer.

Participation in, and principal terms of, the Placing

1.     The Bookrunners are arranging the Placing severally, and not
jointly, nor jointly and severally, as agents of the Company. Participation
will only be available to persons who may lawfully be, and are, invited to
participate by any of the Bookrunners. Each of the Banks and their respective
affiliates are entitled to enter bids as principal in the Bookbuild.

2.     The Bookbuild, if successful, will establish the Placing Price
payable to the Bookrunners by all Placees whose bids are successful. The
Placing Price and the aggregate proceeds to be raised through the Placing will
be agreed between the Bookrunners and the Company following completion of the
Bookbuild. Any discount to the market price of the Ordinary Shares will be
determined in accordance with the Listing Rules pursuant to Part IV of the
FSMA and applicable guidelines. The Placing Price will be announced on a
Regulatory Information Service following the completion of the Bookbuild.

3.     To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at one of the
Bookrunners. Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire either at the Placing Price which is
ultimately established by the Company and the Bookrunners or at prices up to a
price limit specified in its bid. Bids may be scaled down by the Bookrunners
on the basis referred to in paragraph 6 below.

4.     The Bookbuild is expected to close no later than 10:00 p.m. (London
time) on 13 June 2023 but may be closed earlier or later, at the discretion of
the Bookrunners. The Bookrunners may, in agreement with the Company, accept
bids that are received after the Bookbuild has closed. Either of the
Bookrunners reserves the right not to accept bids or to accept bids in part
rather than in whole on the basis of allocations determined in agreement with
the Company. The acceptance of the bids shall be at the relevant Bookrunner's
absolute discretion.

5.     Each prospective Placee's allocation will be agreed between the
Bookrunners and the Company and will be confirmed to prospective Placees
orally by the relevant Bookrunner as agent for the Company following the close
of the Bookbuild, and a trade confirmation will be dispatched as soon as
possible thereafter. The terms and conditions set out in this Appendix will be
deemed incorporated in that trade confirmation. Subject to paragraph 7 below,
the relevant Bookrunner's 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 such Bookrunner (as agent for the Company)
and the Company, under which such Placee agrees to acquire the number of
Placing Shares allocated to it and to pay the relevant Placing Price at the
times and on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents. The Company will make a
further announcement following the close of the Bookbuild detailing the number
of Placing Shares to be issued and the price at which the Placing Shares have
been placed.

6.     Subject to paragraphs 2 and 3 above, the Bookrunners will, in
effecting the Placing, agree with the Company the identity of the Placees and
the basis of allocation of the Placing Shares, and may scale down any bids for
this purpose on such basis as they may determine. The Bookrunners may also,
notwithstanding paragraphs 2 and 3 above and 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 acceptance of offers shall be at the absolute discretion
of the Bookrunners.

7.     The allocation of Placing Shares to Placees located in the United
States shall be conditional on the receipt, compliance and/or execution (as
may be applicable) by each Placee of or with an Investor Representation Letter
in the form provided to it by one of the Bookrunners or its affiliates.

8.     The allocation of Placing Shares to Placees located in Canada shall
be conditional on the receipt, compliance and/or execution (as may be
applicable) by each Placee of or with a Non-US Investor Letter in the form
provided to it by one of the Bookrunners or its affiliates.

9.     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 relevant Bookrunner's consent
will not be capable of variation or revocation after the time at which it is
submitted. Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Bookrunner, to pay it (or as it may
direct) at the relevant time(s) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares that such Placee
has agreed to acquire. Such Placees' obligations will be owed to the relevant
Bookrunner.

10.  Except as required by law or regulation, no press release or other
announcement will be made by any of the Banks 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(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same times, 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) 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 "Termination of 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 a
Bookrunner.

14.  To the fullest extent permissible by law, none of the Banks, the Company
or any of their respective Affiliates or Representatives, nor any person
acting on any of their respective behalfs, 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 the Banks, nor the Company, nor any of their respective Affiliates or
Representatives shall have any responsibility or liability (whether in
contract, tort or otherwise and including to the extent permissible by law or
any fiduciary duties) in respect of the Banks' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Banks, their
respective Affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Banks'
obligations under the Placing Agreement are conditional on certain conditions,
including:

a)    the publication of the Company's announcement regarding the details
of the Placing on a Regulatory Information Service on the date of the Placing
Agreement (or such later time and/or date as the Company and the Bookrunners
may agree);

b)    the Terms of Subscription having been executed and delivered by the
Company and the Bookrunners by no later than 8:00 a.m. on the Business Day
following the date of the Placing Agreement (or such later time and/or date as
the Company and the Bookrunners may agree);

c)     the publication of the results of the Placing on a Regulatory
Information Service as soon as reasonably practicable following the execution
of the Terms of Subscription and in any event by 8:00 a.m. on the Business Day
following the date of the Placing Agreement (or such later time and/or date as
the Company and the Bookrunners may agree);

d)    each of the representations and warranties on the part of the Company
in the Placing Agreement being true and accurate and not misleading on the
date of the Placing Agreement, the Pricing Date, and the Closing Date as
though they had been given and made on such dates by reference to the facts
and circumstances then subsisting;

e)     the Company having complied with its obligations under the Placing
Agreement or under the terms or conditions of the Placing which fall to be
performed on or prior to the Closing Date, save where, in the opinion of the
Bookrunners, acting jointly and in good faith, such non-compliance is not
(singly or in the aggregate) material in the context of the Placing or
Admission;

f)     there not having occurred, in the good faith opinion of the
Bookrunners, any material adverse change since the date of the Placing
Agreement at any time before the Closing Date (whether or not foreseeable at
the date of the Placing Agreement);

g)     other than certain announcements contemplated in connection with
the Placing and Admission, no supplementary announcement being required to be
published in connection with the Placing prior to Admission other than would
not, in the opinion of the Bookrunners (acting jointly and in good faith), be
expected to be adverse to the Placing;

h)    the Company allotting, subject only to Admission, the Placing Shares
in accordance with the Placing Agreement;

i)      the delivery of certain documents by the Company (including
customary legal opinions) to the Banks;

j)     Admission of the Placing Shares occurring not later than 8:00 a.m.
(London time) on 16 June 2023 (the "Closing Date") (or such later time or date
as the Bookrunners (acting jointly) may agree with the Company in writing);
and

k)    the agreement dated on or about the date hereof between the Company
and STS in connection with the acquisition by the Group of STS (the
"Acquisition Agreement"), and the irrevocable undertakings provided by the
Juroszek Foundations pursuant to the Investment Agreement:

a.     remaining in full force and effect and not having lapsed or been
withdrawn;

b.     in the case of the irrevocable undertakings only, having not been
terminated;

c.     or having not been modified in any material respect (in the opinion
of the Bookrunners (acting in good faith)) prior to Admission, save for any
amendments to the Acquisition Agreement: (a) in relation to either the price
offered by Entain CEE for the STS shares; (b) in relation to any extension of
the acceptance period within which shareholders of STS (including the Juroszek
Foundations) may tender their acceptance under the Acquisition; (c) as may be
required by the Polish Financial Supervision Authority in accordance with
applicable law; or (d) otherwise with the consent of the Bookrunners
(together, the "Permitted Acquisition Agreement Amendments").

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Bookrunners by the relevant time or date specified (or such later time or date
as the Company and the Bookrunners may agree); or (ii) the Placing Agreement
is terminated in the circumstances specified below, the Placing will lapse 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 it in respect thereof.

The Bookrunners may, at their discretion, waive satisfaction in relation to
the conditions in the Placing Agreement save that conditions (a), (b), (c),
(h) and (j) may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.

None of the Banks, nor any of their respective directors, officers, employees,
agents or affiliates shall have any liability (whether in contract, tort or
otherwise) to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it or another person may make
as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Banks.

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

Termination of the Placing Agreement

The Bookrunners are entitled, at any time on or before Admission, to terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) any statement contained in the Company's
announcements or made in connection with the investor presentation relating to
the Acquisition and Admission is or has become untrue, incorrect or
misleading, or any matter has arisen which would, if such announcements and
the investor presentation were to be issued at that time, constitute an
inaccuracy or omission therefrom and which the Bookrunners, acting jointly and
in good faith, consider to be material in the context of the Placing or
Admission; (ii) there has been a breach by the Company of any of the
warranties contained in the Placing Agreement; (iii) there has been a breach
by the Company of any undertakings or covenants or any other provision
contained in the Placing Agreement which, in the opinion of the Bookrunners,
acting jointly and in good faith, is material in the context of Admission or
the Placing; (iv) the Acquisition Agreement has lapsed, or has been
terminated, withdrawn or modified or is amended in any material respect (in
the opinion of the Bookrunners (acting in good faith)) save for any Permitted
Acquisition Agreement Amendments; (v) the irrevocable undertakings provided by
the Juroszek Foundations pursuant to the Investment Agreement have been
terminated; (vi) in the opinion of the Bookrunners, acting in good faith,
there shall have been a material adverse change, whether or not foreseeable at
the date of the Placing Agreement; (vii) the application for Admission is
withdrawn or refused by the FCA and/or the London Stock Exchange; or (viii)
there has occurred (a) any material adverse change in the financial markets in
the United States, the United Kingdom or in any member of the European Union,
any outbreak or escalation of hostilities, war, act of terrorism, declaration
of emergency or martial law or other calamity or crisis or event or any change
or development involving a prospective change in national or international
political, financial, economic, monetary or market conditions or currency
exchange rates or controls, (b) suspension of, or occurrence of material
limitations to, trading in any securities of the Company by the London Stock
Exchange or any exchange or over the counter market, or of trading generally
on the New York Stock Exchange, the NASDAQ National Market or the London Stock
Exchange, or minimum or maximum prices for trading having been fixed, or
maximum ranges for prices of securities having been required, by any of said
exchanges or by order of any governmental authority, or a material disruption
in commercial banking or securities settlement or clearance services in the
United States, the United Kingdom or in any member of the European Union, (c)
any change or publicly announced prospective change in tax law or regulation
in the United Kingdom or Isle of Man after the date of the Placing Agreement
which has or will have a material adverse effect on the tax treatment of the
Ordinary Shares or the transfer thereof, or exchange controls having been
imposed by the United States, the United Kingdom, or any member of the
European Union, or (d) (declaration of a banking moratorium by the United
States, the United Kingdom or any member of the European Union, , the effect
of which, in each case, in the opinion of the Bookrunners, acting in good
faith, makes it impracticable or inadvisable to proceed with the Placing or to
enforce contracts for the sale of the Placing Shares.

By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunners or for
agreement between the Company and the Bookrunners (as the case may be) and
that neither the Company nor the Bookrunners need make any reference to, or
consult with, Placees and that neither they nor any of their respective
Affiliates or Representatives shall have any liability to Placees whatsoever
in connection with any such exercise or failure to exercise.

No prospectus

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Placing, and Placees' commitments will be made solely on the
basis of publicly available information taken together with the information
contained in this Announcement, and any Exchange Information (as defined
below) previously published 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 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, the Acquisition of STS Announcement and the
publicly available information released by or on behalf of the Company is
exclusively the responsibility of the Company and confirms to the Banks and
the Company that it has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the Company
(other than publicly available information) or the Banks or their respective
Affiliates or Representatives or any other person and none of the Banks or the
Company, or any of their respective Affiliates or Representatives or 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 (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Placing, each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company and the assets being
acquired pursuant to the Acquisition in accepting a participation in the
Placing. Neither the Company nor the Banks are making any undertaking or
warranty to any Placee regarding the suitability or legality of an investment
in the Placing Shares by such Placee under any legal, investment or similar
laws or regulations. Each Placee should not consider any information in this
Announcement to be legal, tax or business advice. Each Placee should consult
its own solicitor, tax adviser and financial adviser for independent legal,
tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude or limit the liability of any person
for fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and 90 calendar days after Admission (inclusive), it will
not, without the prior written consent of the Bookrunners, directly or
indirectly, enter into certain transactions involving or relating to the
Ordinary Shares, subject to waiver by the Bookruners and certain customary
carve-outs agreed between the Bookruners and the Company.

By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the
Bookruners and that they need not make any reference to, or consultation with,
Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: IM00B5VQMV65)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the Bookrunners and the
Company reserve the right to require settlement for, and delivery of, the
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated
Placing Shares in the Placing will be sent a contract note stating the total
number of Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the relevant Bookrunner and settlement
instructions. Placees should settle against Merrill Lynch International, CREST
Participant ID: 686, CREST Member Account ID: IPO. It is expected that such
contract note will be despatched on or around 14 June 2023 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 either the standing CREST
or certificated settlement instructions that it has in place with the relevant
Bookrunner (unless otherwise agreed).

The Company will deliver the Placing Shares to a CREST account operated by
BofA Securities as agent for the Company and BofA Securities will enter its
delivery (DEL) instruction into the CREST system. BofA Securities will hold
any Placing Shares delivered to this account as nominee for the Placees. 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 16 June 2023 in accordance with the
instructions set out in the trade confirmation and Admission will occur at
8.00 a.m. on 16 June 2023.

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 the Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the
Bookrunners 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 Company's
account and benefit (as agent for the Company), 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 shall be required to bear any stamp duty, stamp duty reserve tax or
other stamp, securities, transfer, registration, execution, documentary or
other similar impost, duty or tax imposed in any jurisdiction (together with
any interest, fines or penalties) 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 the Bookrunners all such authorities and powers
necessary to carry out any such sale and agrees to ratify and confirm all
actions which the Bookrunners lawfully take in pursuance of such sale.

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 to as provided
below, be so registered free from any liability to UK stamp duty or UK stamp
duty reserve tax. If there are any circumstances in which any other stamp duty
or stamp duty reserve tax (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), neither the Banks nor the Company
shall be responsible for the payment thereof.

Placees will not be entitled to receive any fee or commission in connection
with the Placing.

Representations and warranties

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 the Bookrunners and the Banks
(in their capacity as Bookrunners, Banks and as placing agents of the Company
in respect of the Placing) and the Company, in each case as a fundamental term
of its application for Placing Shares, the following:

1.     it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and purchase 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, the Acquisition of STS
Announcement and any Exchange Information previously published by or on behalf
of the Company simultaneously with or prior to the date of this Announcement,
and undertakes not to redistribute or duplicate this Announcement and that it
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.     that no offering document or prospectus or admission document has
been or will be prepared in connection with the Placing or is required under
the Prospectus Regulation and/ or the UK Prospectus Regulation and it has not
received and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or the Placing
Shares;

3.     that its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances;

4.     (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 on or prior to the date of this Announcement and (ii)
that certain Ordinary Shares are admitted to trading on the London Stock
Exchange and that the Company is therefore required to publish certain
business and financial information in accordance with UK MAR and the rules and
practices of the London Stock Exchange and/or the FCA (collectively, the
"Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty; and (iii) it has had access
to such Exchange Information 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 relied on
that investigation for the purposes of its decision to participate in the
Placing;

5.     that none of the Banks, nor the Company nor any of their respective
Affiliates nor 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, the Bookbuild, the Placing or the Company or any other person
other than this Announcement, nor has it requested any of the Banks, the
Company, or any of their respective Affiliates nor any person acting on behalf
of any of them to provide it with any such material or information;

6.     unless otherwise specifically agreed with the Bookrunners, that
they are not, and at the time the Placing Shares are acquired, neither it nor
the beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to acquire the Placing Shares, and further acknowledges that
the Placing Shares have not been and will not be registered or otherwise
qualified for offer and sale, nor will an offering document, prospectus or
admission document be cleared or approved in respect of any of the Placing
Shares, under the securities legislation of the United States or any other
Restricted Territory and, subject to certain exceptions, may not be offered,
sold, taken up, renounced, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or jurisdiction
where any such action for that purpose is required;

7.     that the content of this Announcement is exclusively the
responsibility of the Company and that none of the Banks or any of their
respective Affiliates or Representatives or 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 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,
Acquisition of STS Announcement,, or any information previously 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 Exchange Information,
such information being all that it deems necessary to make an investment
decision in respect of the Placing Shares, and that it has neither received
nor relied on any other information given or investigations, representations,
warranties or statements made by the Banks or the Company and none of the
Banks or the Company 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. Each Placee further acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company and the assets being acquired pursuant to the
Acquisition in deciding to participate in the Placing and that none of the
Banks or any of their Affiliates have made any representations to it, express
or implied, with respect to the Company, the Bookbuild, the Placing and the
Placing Shares or the accuracy, completeness or adequacy of the Exchange
Information, and each of them expressly disclaims any liability in respect
thereof. Nothing in this paragraph or otherwise in this Announcement excludes
the liability of any person for fraudulent misrepresentation made by that
person;

8.     that it has not relied on any information relating to the Company
contained in any research reports prepared by the Banks, any of their
respective Affiliates or Representatives any person acting on the Banks or any
of their Affiliates' or Representatives' behalf and understands that (i) none
of the Banks nor any of their respective Affiliates or Representatives nor any
person acting on their behalf has or shall have any liability for public
information or any representation; (ii) none of the Banks or any of their
respective Affiliates or Representatives nor 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 document or otherwise; and that (iii) neither of
the Banks nor any of their respective Affiliates or Representatives nor any
person acting on their behalf accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such information (or whether any
information has been omitted), whether at the date of publication, the date of
this Announcement or otherwise;

9.     that the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares 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) and that 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 that 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;

10.  that no action has been or will be taken by the Company, the Banks or
any person acting on behalf of the Company or the Banks 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;

11.  that 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
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 and
that it has not taken any action or omitted to take any action which will or
may result in the Banks, the Company or any of their respective Affiliates or
Representatives acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing;

12.  that it (and any person acting on its behalf) 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;

13.  that it has complied with its obligations under the Criminal Justice Act
1993, EU MAR, UK MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA
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, if 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. If
within a reasonable time after a request for verification of identity, the
Bookrunners have not received such satisfactory evidence, the Bookrunners may,
in their absolute discretion, terminate the Placee's Placing participation in
which event all funds delivered by the Placee to the Bookrunners will be
returned without interest to the account of the drawee bank or CREST account
from which they were originally debited;

14.  that 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, and does make, the acknowledgments, representations and
agreements herein on behalf of each such person; and (ii) it is and will
remain liable to the Banks and the Company 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);

15.  it will not acquire or subscribe for, or procure the acquisition or
subscription of, any new ordinary shares offered by the Company on or about
the date hereof on the PrimaryBid platform;

16.  if in a Member State of the EEA and except as disclosed in this
Announcement under "Details of the Placing", that it is a "Qualified Investor"
within the meaning of Article 2(e) of the Prospectus Regulation;

17.  if in the United Kingdom, that it is a Qualified Investor: (i) who falls
within the definition of "investment professional" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) who falls within Article 49(2)(a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it 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;

18.  if it is in Australia, it is (i) a "sophisticated investor" within the
meaning of section 708(8) of the Australian Corporations Act or a
"professional investor" within the meaning of section 708(11) of the
Australian Corporations Act and a wholesale client under section 761G(7) of
the Corporations Act and the issue of the Placing Shares to it under the
Placing does not require a prospectus, other form of disclosure document or
product disclosure statement under the Australian Corporations Act, and no
Placing Shares may be offered for sale (or transferred, assigned or otherwise
alienated) to investors in Australia for at least 12 months after their issue,
except in circumstances where disclosure to investors is not required under
Part 6D.2 of the Australian Corporations Act;

19.  that it will not distribute, transfer or otherwise transmit this
Announcement or any part of it, or any other presentation or other materials
concerning the Placing, in or into the United States or any other Restricted
Territory (including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;

20.  where it is acquiring the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that 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;

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

22.  if it is acting as a financial intermediary, as that term is used in
Article 2(d) of the Prospectus Regulation and the UK Prospectus Regulation,
that the Placing Shares acquired for by it in the Placing will not be acquired
for on a non-discretionary basis on behalf of, nor will they be acquired for
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 the
Bookrunners has been given to the proposed offer or resale;

23.  that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the United Kingdom, except to Relevant Persons 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 FSMA;

24.  that it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA prior to Admission except to Qualified Investors
or otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;

25.  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 in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person;

26.  that it has complied and will comply with all applicable laws (including
all relevant provisions of the FSMA) with respect to anything done by it in
relation to the Placing Shares in respect of anything done in, from or
otherwise involving, the United Kingdom;

27.  if it has received any inside information (as defined under UK MAR)
about the Company in advance of the Placing, 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 by the UK MAR, prior to the information being made
publicly available;

28.  that (i) it (and any person acting on its behalf) has capacity and
authority and is otherwise entitled to purchase 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 not taken any action which will or may result in the
Company, the Banks, any of their Affiliates or Representatives or any person
acting on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any territory in
connection with the Placing; and (iv) that the subscription for and purchase
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;

29.  that it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein against delivery of such Placing Shares to it,
failing which the relevant Placing Shares may be placed with other Placees or
sold as the Bookrunners may in their absolute discretion determine and without
liability to such Placee. It will, however, remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax or
other similar taxes (together with any interest, fines 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;

30.  that its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares to which it will be entitled, and required, to
acquire, and that the Bookrunners 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;

31.  that none of the Banks nor any of their respective Affiliates or
Representatives nor any person acting on their behalf, is 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 that
participation in the Placing is on the basis that it is not and will not be a
client of the Banks and that the Banks do not have any duties or
responsibilities to it for providing the protections afforded to their
respective 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 the Banks' rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any termination right;

32.  that 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 the Banks nor the Company nor any of their respective Affiliates or
Representatives will be responsible for any liability to stamp duty or stamp
duty reserve tax or other similar duties or taxes (together with any interest,
fines or penalties) resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to indemnify each
of the Banks, the Company and any of their respective Affiliates or
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 BofA
Securities who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;

33.  that these terms and conditions and any agreements entered into by it
pursuant to these terms and conditions, and 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 subjects (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, 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 the
Banks or the Company 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;

34.  that each of the Banks, the Company and their respective Affiliates or
Representatives and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and acknowledgements set
forth herein and which are given to each of the Banks on their own behalf and
on behalf of the Company and are irrevocable and it irrevocably authorises
each of the Banks and the Company 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 it will indemnify on an after-tax basis and hold each of the Banks,
the Company and their respective Affiliates or Representatives and any person
acting on their behalf harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of, directly or
indirectly, or in connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this Appendix,
and the Company and the Banks will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the Banks and the Company;

36.  that all confirmations, warranties, acknowledgements and undertakings
given by the Placee, pursuant to this Announcement (including this Appendix)
are given to each of the Banks on its own account and on behalf of the
Company, and it further agrees that the provisions of this Appendix shall
survive after completion of the Placing;

37.  acknowledges that it irrevocably appoints any director of the Banks 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.  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 the Banks;

39.  that it acknowledges that its commitment to acquire Placing Shares on
the terms set out herein and in the contract note will continue
notwithstanding any amendment that may in 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 the
Banks' conduct of the Placing;

40.  that in making any decision to acquire the Placing Shares (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for or purchasing the Placing Shares, (ii) it 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 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 Group operates, 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 the Banks, (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, the Banks, any of
their respective Affiliates or Representatives or any person acting on their
behalf for all or part of any such loss or losses it or they may suffer;

41.  acknowledges and agrees that none of the Banks or the Company owe any
fiduciary or other duties to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement;

42.  understands and agrees that it may not rely on any investigation that
the Banks or any person acting on its behalf may or may not have conducted
with respect to the Company and its Affiliates or the Placing and the Banks
have not made any representation or warranty to it, express or implied, with
respect to the merits of the Placing, the subscription for or purchase of the
Placing Shares, or as to the condition, financial or otherwise, of the Company
and its Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation to it to
acquire the Placing Shares. It acknowledges and agrees that no information has
been prepared by, or is the responsibility of, the Banks for the purposes of
this Placing;

43.  acknowledges and agrees that it will not hold any of the Banks or any of
their respective Affiliates or Representatives or any person acting on their
behalf responsible or liable for any misstatements in or omission from any
publicly available information relating to the Group or information made
available (whether in written or oral form) relating to the Group (the
"Information") and that none of the Banks nor any person acting on behalf of
the Banks makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;

44.  that in connection with the Placing, the Banks and any of their
respective Affiliates acting as an investor for its own account may take up
shares in the Company and in that capacity may retain, purchase or sell for
its own account such shares in the Company and any 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 the Banks and any of their respective Affiliates acting in such
capacity. In addition the Banks may enter into financing arrangements
including swaps, warrants or contracts for differences with investors in
connection with which the Banks or any of their Affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares. None of the Banks or any of their respective 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;

45.  acknowledges that the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of the United States, or any
state or other jurisdiction of the United States, nor 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. The Placing Shares have not been
registered or otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the securities laws
of any Restricted Territory and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States or any other Restricted Territory, or in
any country or jurisdiction where any action for that purpose is required;

 

46.  the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act and,
so long as the Placing Shares are "restricted securities", it will not deposit
the Placing Shares into any unrestricted depositary receipt facility
maintained by any depositary bank in respect of the Company's shares. It will
not reoffer, sell, pledge or otherwise transfer the Placing Shares except: (i)
in an offshore transaction in accordance with Regulation S; (ii) in the United
States to QIBs pursuant to Rule 144A; (iii) pursuant to Rule 144 under the
Securities Act (if available) or another exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, in each
case in compliance with all applicable securities laws of the United States or
any State or other jurisdiction of the United States or (iv) pursuant to an
effective registration statement under the Securities Act and that, in each
such case, such offer, sale, pledge or transfer will be made in accordance
with any applicable securities laws of any state of the United States;

47.  the Placing Shares are being offered and sold by or on behalf of the
Company (i) outside the United States in "offshore transactions" within the
meaning of, and pursuant to, Regulation S, and (ii) in the United States only
to certain QIBs (as defined in Rule 144A) in transactions exempt from, or not
subject to, the registration requirements under the Securities Act. It and the
prospective beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be either: (i) outside the United
States and subscribing for the Placing Shares in an offshore transaction as
defined in, and in accordance with, Regulation S under the Securities Act or
(ii) a QIB which has executed or agreed to be bound to the terms of the
Investor Representation Letter in the form provided to it by one of the Banks
or its affiliates. In addition, with respect to (ii) above, it is subscribing
for the Placing Shares for its own account or for one or more accounts as to
each of which it exercises sole investment discretion and each of which is a
QIB, it is subscribing for the Placing Shares for investment purposes only and
not with a view to any distribution or for resale in connection with the
distribution thereof, in whole or in part, in the United States and it has
full power to make the acknowledgements, representations and agreements herein
on behalf of each such account;

48.  if in Canada, it and the prospective beneficial owner of the Placing
Shares is, at the time the Placing Shares are subscribed for will be (i) an
"accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is
defined in section 73.3(1) of the Securities Act (Ontario), (ii) a "permitted
client" as such term is defined in section 1.1 of National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103"), and (iii) has agreed to be bound to the terms of the Non-US Investor
Letter in the form provided to it by one of the Bookrunners or its affiliates;

49.  that it is not acquiring any of the Placing Shares 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) or any form of directed
selling efforts (as defined in Regulation S).

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the Banks (for their own benefit and, where relevant, the benefit
of their respective Affiliates and Representatives and any person acting on
their behalf) and are irrevocable. Each Placee, and any person acting on
behalf of a Placee, acknowledges that none of the Banks or the Company owe any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of UK stamp duty and UK 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. None of
the Company or the Banks will be responsible for any UK stamp duty or UK stamp
duty reserve tax (including any interest and penalties relating thereto)
arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty 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. Neither the Banks nor the Company nor any of their
respective Affiliates or Representatives are liable to bear any stamp duty or
stamp duty reserve tax or any other similar duties or taxes ("transfer taxes")
that arise (i) if there are any such arrangements (or if any such arrangements
arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) for transfer taxes arising otherwise than
under the laws of the United Kingdom. Each Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or delivery of
Placing Shares has given rise to such transfer taxes undertakes to pay such
transfer taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Banks and/or the Company and their respective Affiliates and
Representatives harmless from any such transfer taxes, and all interest, fines
or penalties in relation to such transfer taxes. Each Placee should,
therefore, take its own advice as to whether any such transfer tax liability
arises.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any of the Banks or their respective affiliates, agents,
directors, officers and/or employees 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.

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that any of the Banks or any of their respective 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 the Banks
are receiving a fee in connection with their role in respect of the Placing as
detailed in the Placing Agreement.

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

All times and dates in this Announcement may be subject to amendment by the
Banks (in their absolute discretion). The Banks shall notify the Placees and
any person acting on behalf of the Placees of any changes.

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

The rights and remedies of the Banks and the Company under these Terms and
Conditions 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.

Each Placee may be asked to disclose in writing or orally to the Banks:

(a) if he or she is an individual, his or her nationality; or

(b) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.

APPENDIX II - DEFINITIONS

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

 

 Acquisition                                 has the meaning given in the section headed "Proposed Placing of New Ordinary
                                             Shares" of this Announcement;
 Acquisition Agreement                       means the public tender offer document to be published by or on behalf of
                                             Entain CEE and setting out the terms of the Acquisition;
 Acquisition of STS Announcement             means the announcement on the acquisition of STS which includes details of
                                             transaction terms and on the financing of the Acquisition;
 Admission                                   means admission of the Placing Shares to the premium listing segment of the
                                             Official List and to trading on the London Stock Exchange's main market for
                                             listed securities;
 Affiliate                                   has the meaning given in Rule 501(b) of Regulation D under the Securities Act
                                             or Rule 405 under the Securities Act, as applicable and, in the case of the
                                             Company, includes its subsidiary undertakings;
 Announcement                                means this announcement (including its Appendices);
 ASIC                                        means the Australian Securities and Investments Commission;
 Australian Corporations Act                 means the Corporations Act 2001 (Cth);
 Banks                                       means BofA Securities, Morgan Stanley and Santander;
 Board                                       means the board of directors of the Company;
 BofA Securities                             means Merrill Lynch International;
 Bookbuild or Bookbuilding Process           means the bookbuilding process to be commenced by the Bookrunners to use
                                             reasonable endeavours to procure placees for the Placing Shares, as described
                                             in this Announcement and subject to the terms and conditions set out in this
                                             Announcement and the Placing Agreement;
 Bookrunners                                 means BofA Securities and Morgan Stanley;
 Business Day                                means a day (other than a Saturday or Sunday) on which banks are open in
                                             London for general business;
 Closing Date                                means the day on which the Placing will be settled;
 Company                                     means Entain plc;
 CREST                                       means the relevant system (as defined in the Uncertificated Securities
                                             Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
                                             Operator (as defined in such Regulations) in accordance with which securities
                                             may be held and transferred in uncertificated form;
 Entain CEE                                  means Entain Holdings (CEE) Ltd.
 EU MAR                                      means the Market Abuse Regulation (EU) No.596/2014;
 Euroclear                                   means Euroclear UK & Ireland Limited, a company incorporated under the
                                             laws of England and Wales;
 FCA or Financial Conduct Authority          means the UK Financial Conduct Authority;
 FSMA                                        means the Financial Services and Markets Act 2000 (as amended);
 Group                                       means the Company and its subsidiary undertakings from time to time;
 Investment Agreement                        means the sale and purchase and investment agreement, dated on or about the
                                             date of this announcement, between Entain CEE and the Juroszek Foundations, in
                                             connection with the acquisition by Entain CEE of those shares in STS held by
                                             the Juroszek Foundations;
 Investor Representation Letter              means the letter in the form provided to certain investors in the United
                                             States by one of the Bookrunners or its affiliates;
 Juroszek Foundations                        means MJ Foundation Fundacja Rodzinna w organizacji and Fundacja Zbigniewa
                                             Juroszka Fundacja Rodzinna w organizacji;
 Listing Rules                               means the rules and regulations made by the FCA under FSMA;
 LSE or London Stock Exchange                means London Stock Exchange plc;
 Morgan Stanley                              means Morgan Stanley & Co. International plc;
 Non-US Investor Letter                      means the letter in the form provided to certain investors outside the United
                                             States by one of the Bookrunners or its affiliates;
 Offer                                       has the meaning given in the section headed "Proposed Placing of New Ordinary
                                             Shares" of this Announcement;
 Ordinary Share                              means an ordinary share of €0.01 each in the capital of the Company;
 Permitted Acquisition Agreement Amendments  has the meaning given in paragraph (k) of Appendix I of this Announcement;
 Placee                                      means any person (including individuals, funds or otherwise) by whom or on
                                             whose behalf a commitment to acquire Placing Shares has been given;
 Placing                                     has the meaning given in the section headed "Proposed Placing of New Ordinary
                                             Shares" of this Announcement;
 Placing Agreement                           has the meaning given to it in Appendix I;
 Placing Price                               means the price per Ordinary Share at which the Placing Shares are placed;
 Placing Shares                              has the meaning given in the section headed "Proposed Placing of New Ordinary
                                             Shares" of this Announcement;
 Pricing Announcement                        means the announcement published by the Company confirming the results of the
                                             Placing on a Regulatory Information Service following the execution of the
                                             Terms of Subscription;
 Pricing Date                                means the date on which the Pricing Announcement is published;
 Prospectus Regulation                       means the Prospectus Regulation (EU) 2017/1129;
 QIB                                         means qualified institutional buyer as defined in Rule 144A of the Securities
                                             Act;
 Regulation S                                means Regulation S promulgated under the Securities Act;
 Regulatory Information Service              means any of the services set out in Appendix 3 of the Listing Rules;
 Representatives                             means, in respect of a person, that person's directors, officers, partners,
                                             employees, advisers and/or agents;
 Restricted Territory                        means the United States, Australia, Canada, the Republic of South Africa
                                             or Japan;
 Retail Offer                                means the offer of new Ordinary Shares to retail investors through PrimaryBid;
 Retail Offer Shares                         means the new Ordinary Shares to be issued in connection with the Retail
                                             Offer;
 Santander                                   means Banco Santander, S.A.;
 Securities Act                              means the U.S. Securities Act of 1933, as amended;
 STS                                         means STS Holding, S.A.
 subsidiary                                  has the meaning given to that term in the Companies Act 2006;
 subsidiary undertaking                      has the meaning given to that term in the Companies Act 2006;
 Terms and Conditions                        means the terms and conditions of the Placing set out in Appendix I;
 Terms of Subscription                       has the meaning given to it in Appendix I;
 UK MAR                                      means the Market Abuse Regulation (EU) No.596/2014, as it forms part of
                                             domestic law by virtue of the European Union (Withdrawal) Act 2018;
 UK Prospectus Regulation                    the Prospectus Regulation as it forms part of UK domestic law by virtue of the
                                             European Union (Withdrawal) Act 2018;
 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, any state
                                             of the United States of America, the District of Columbia and all other areas
                                             subject to its jurisdiction and any political sub-division thereof.

Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", ''pound sterling'', "sterling'', "p", "penny" or ''pence''
are to the lawful currency of the UK. All references to "US$", "$" or
"dollars" are to the lawful currency of the United States of America.

 

 

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