REG - Finseta PLC - Placing, Subscription and Proposed Retail Offer

FinsetaAnnouncement

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RNS Number : 2846A  Finseta PLC  14 April 2026

THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME
AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

14 April 2026

Finseta plc

("Finseta", the "Company" or the "Group")

 

Placing and Subscription to raise approximately £0.9 million

Proposed Retail Offer to raise up to £0.1 million

 

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering
multi-currency accounts to businesses and individuals through its proprietary
technology platform, announces that it has raised, in aggregate, approximately
£0.9 million (before expenses) from certain new and existing investors by way
of (i) a Placing (as defined below) to raise approximately £0.71 million; and
(ii) a Subscription (as defined below) to raise approximately £0.15 million.

 

The Company will issue 8,400,280 new ordinary shares of one penny each in the
share capital of the Company (the "Ordinary Shares") pursuant to the Placing
at a price of 8.5 pence per new Ordinary Share (the "Issue Price"). In
addition, the Company will issue 1,723,818 new Ordinary Shares at the Issue
Price pursuant to the Subscription. As part of the Subscription, certain
directors and persons discharging managerial responsibilities ("PDMRs") have
indicated that they intend to subscribe for 1,129,701 new Ordinary Shares at
the Issue Price.

 

The Company intends to raise up to a further £0.1 million (before expenses)
by way of the Retail Offer (as defined below, and together with the Placing
and Subscription, the "Fundraising").

 

Use of proceeds

 

The net proceeds of the Fundraising will be utilised by the Company to provide
increased transaction capacity which will allow the Group to transact larger
volume business-to-business transactions. The net proceeds will also be used
to progress its application for regulatory permissions in Europe, where the
Group already has infrastructure in place to support such expansion. This is
expected to lead to incremental steady state revenue of approximately £2.8
million per annum by the end of the second-year post-approval.

 

Further details of the Fundraising

 

The Company has conditionally placed 8,400,280 new Ordinary Shares (the
"Placing Shares") at the Issue Price to raise approximately £0.71 million
(before expenses) (the "Placing").

 

The Company has conditionally raised a further £0.15 million (before
expenses) by way of the issue of 1,723,818 new Ordinary Shares (the
"Subscription Shares") at the Issue Price (the "Subscription"). Certain
directors and PDMRs have indicated that they intend to participate in the
Subscription by subscribing for 1,129,701 Subscription Shares at the Issue
Price. Further details of director and PDMR participation in the Subscription
are set out below.

 

The Issue Price represents a discount of approximately 15.0 per cent. to the
closing mid-market price of 10.0 pence per existing Ordinary Share on 13 April
2026, being the latest practicable date prior to this Announcement.

 

In addition to the Placing, the Company is proposing to raise up to an
additional £0.1 million (before expenses) by way of a retail offer to its
existing shareholders of up to 1,176,470 new Ordinary Shares at the Issue
Price (the "Retail Offer Shares" and, together with the Placing Shares and
Subscription Shares, the "Fundraising Shares") via the Bookbuild Platform (the
"Retail Offer"). A separate announcement will be made regarding the Retail
Offer and its terms. For the avoidance of doubt, the Placing is separate from,
and does not form part of, the Retail Offer.

 

The Fundraising Shares are being issued and allotted using the existing
authorities granted at the annual general meeting of the Company held on 12
June 2025. In this respect, an application has been made for the Fundraising
Shares to be admitted to trading ("Admission") on AIM, a market operated by
the London Stock Exchange plc ("AIM") at 8:00 a.m. on or around 20 April 2026.
The Fundraising Shares will rank pari passu with the existing Ordinary Shares.
The Placing and Subscription are each conditional on, inter alia, Admission
becoming effective and the placing agreement between the Company, Shore
Capital and Allenby Capital (the "Placing Agreement") becoming unconditional
with respect to Admission and not having been terminated.

 

The Fundraising Shares, assuming full take-up of the Retail Offer, will
represent approximately 15.95 per cent. of the enlarged issued share capital
following Admission.

 

Shore Capital Stockbrokers Limited ("Shore Capital") and Allenby Capital
Limited ("Allenby Capital") acted as Joint Bookrunners in connection with the
Placing. The Company also announces the appointment of Allenby Capital as
joint broker to Finseta with immediate effect.

 

Current trading and outlook

Customer acquisition has continued to grow in the first part of 2026,
positioning the Group to increase revenue conversion in the coming periods.

Similar to 2025, the Group has also seen a continuation of the trend of
increased corporate customers versus high-net-worth individuals ("HNWIs")
active customers as the Group's business focused product offering develops.
While corporate clients have longer sales cycles, they typically transact more
regularly, providing greater revenue recurrence.

The Group's investment in its Alternative Banking offering is showing promise
and Finseta is now attracting clients within a number of different industries
including Gaming, Marine and Aviation sectors.

In the Dubai operation, the start of 2026 has seen a significant like-for-like
uplift compared with the corresponding months in 2025, assisted by the UAE
regulatory approval in March 2025, the expansion of sales capability and the
integrated banking solution. Whilst the Company expects some paused property
transactions as a result of the current conflict in the Middle East, the
majority of the Company's business, and the sales team's focus, is on more
resilient business-to-business international payments flows that transact via
Dubai. Consequently, the Board remains confident in the long-term prospects of
this market.

Director and PDMR Subscriptions

The following directors and PDMRs have indicated that they intend to subscribe
for Subscription Shares:

 Director/PDMR     Position                  Amount (£) subscribed for    Number of Subscription Shares subscribed for   Total Ordinary Shares held on Admission
 Gareth Edwards    Chairman                  9,775                        115,000                                        950,546
 James Hickman     Chief Executive Officer   5,100                        60,000                                         333,773
 Andrew Richards   Chief Financial Officer   4,930                        58,000                                         58,000
 Simon Bullock     Non-Executive Director    4,250                        50,000                                         250,000
 Robert O'Brien    Chief Commercial Officer  71,970                       846,701                                        11,299,333
 Total                                       96,025                       1,129,701

 

Confirmation of the participation of the above persons in the Subscription
will be announced in due course.

James Hickman, CEO of the Company, commented:

"The proceeds of the fundraising will support the Group's continued growth,
both by allowing us to continue to expand our international reach and
regulatory permissions, and by providing capital for greater capacity to serve
the needs of our corporate client base.

The Board continues to have strong levels of confidence in the Group's
prospects, and the strategic progress and investments made during the last
year position the Group to broaden its offering, accelerate sales growth and
increase profitability in the medium term."

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Andrew Richards, Chief Financial Officer of the
Company.

 

Enquiries

 

 Finseta plc                                                             +44 (0)203 971 4865
 James Hickman, Chief Executive Officer

 Andrew Richards, Chief Financial Officer

 Shore Capital (Nominated Adviser, Joint Broker and Joint Bookrunner)    +44 (0)207 408 4090
 Daniel Bush, Tom Knibbs

 Allenby Capital Limited (Joint Broker and Joint Bookrunner)             +44 (0)20 3328 5656

 Nick Naylor, Vivek Bhardwaj (Corporate Finance)

 Jos Pinnington (Sales and Corporate Broking)

 Gracechurch Group (Financial PR)
 Harry Chathli, Claire Norbury                                           +44 (0)204 582 3500

 

About Finseta plc

 

Finseta plc (AIM: FIN) is a foreign exchange and payments company offering
multi-currency accounts and payment solutions to businesses and individuals.
Headquartered in the City of London, Finseta combines a proprietary technology
platform with a high level of personalised service to support clients with
payments in over 165 countries in 150 currencies. With a track record of over
15 years, Finseta has the expertise, experience and expanding global partner
network to be able to execute complex cross-border payments. It is fully
regulated, through its wholly-owned subsidiaries, by the Financial Conduct
Authority as an Electronic Money Institution; by the Financial Transactions
and Reports Analysis Centre of Canada as a Money Services Business; and by the
Dubai Financial Services Authority under a Category 3D licence.
www.finseta.com
(https://protect.checkpoint.com/v2/r02/___http:/www.finseta.com___.YXAxZTpzaG9yZWNhcDpjOm86YjE1OTNmMWI1NmE4OTExZTRhYWYxODBhNDYzMjNjMzY6NzpkZmIwOjMzNGI4NTc5NjJkMzdlMWFkYmU5NDFiMTE4ZmRmNzQ1YzE5ZDJhYTFmYjc1OWY5ZTc1OTYxZTc3MTI1NDhlOGU6cDpGOk4)

 

 

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.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE
MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO
TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS"), AND PERSONS
WHO ALSO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3)
OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WISHING TO PARTICIPATE IN THE PLACING AND THE SUBSCRIPTION WHO ARE
NOT RELEVANT PERSONS. PARTICIPATION IN THE PLACING AND THE SUBSCRIPTION 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 FINSETA PLC.

ELIGIBILITY REQUIREMENTS RELATING TO PARTICIPATION IN THE RETAIL OFFER WILL BE
SET OUT IN A SEPARATE ANNOUNCEMENT BY THE COMPANY.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED BY LAW. ACCORDINGLY, NEITHER THIS DOCUMENT, NOR ANY OTHER
MATERIAL RELATING TO FUNDRAISING OR OTHER TRANSACTIONS NOTED IN THIS DOCUMENT,
MAY BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION EXCEPT UNDER CIRCUMSTANCES
THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.
PERSONS OUTSIDE THE UNITED KINGDOM INTO WHOSE POSSESSION THIS DOCUMENT COMES
SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.

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 JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN 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. THE FUNDRAISING SHARES ARE BEING OFFERED
AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN
THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT
AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.

The distribution of this Announcement and/or the Fundraising and/or issue of
the Fundraising Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Shore Capital (as defined below),
Allenby Capital (as defined below) or any of their respective affiliates,
agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offer of the Fundraising Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Fundraising Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, Shore Capital and Allenby
Capital to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful. No public offering of
the Fundraising Shares is being made in any such jurisdiction.

All offers of the Fundraising Shares in the EEA will be made pursuant to an
exemption from the requirement to produce a prospectus under the EU Prospectus
Regulation. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the Financial Services
and Markets Act 2000 (as amended) does not require the approval of the
relevant communication by an authorised person. The Fundraising is excepted
from the prohibition on offers to the public set out in Regulation 12 of the
Public Offer and Admission to Trading Regulations 2024 (POATR") as the
Fundraising Shares will, if issued, be admitted to trading on AIM (being a
primary MTF within the meaning of Regulation 8 of POATR). 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, including the
London Stock Exchange) in relation to the Fundraising.

The Fundraising Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Fundraising Shares;
and the Fundraising Shares have not been, nor will they be, registered under
or offered in compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Fundraising 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 the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on behalf of the
Company speak only as of the date they are made. Except as required by
applicable law or regulation, the Company expressly disclaims any obligation
or undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

Shore Capital and Corporate Limited ("SCC"), which is authorised and regulated
by the FCA, is acting as nominated adviser to the Company for the purposes of
the AIM Rules in connection with the Fundraising. Shore Capital Stockbrokers
Limited ("SCS" and, together with SCC, "Shore Capital"), which is authorised
and regulated by the FCA, is acting as joint broker for the Company in
connection with the Fundraising. Shore Capital will not be acting for any
other person (including a recipient of this document) or otherwise be
responsible to any person for providing the protections afforded to clients of
Shore Capital or for advising any other person in respect of the Fundraising
or any transaction, matter or arrangement referred to in this document. Shore
Capital's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any Director or to any other person in
respect of the Fundraising.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Shore Capital by FSMA or the regulatory regime established thereunder,
Shore Capital has not authorised the contents of, or any part of, this
document and neither Shore Capital nor any of its Representatives make any
representation or warranty, express or implied, or accept any responsibility
whatsoever, as to, or in relation to, the contents of this document, including
its accuracy, completeness or verification, or as to, or in relation to, any
other statement made or purported to be made by it, or on its behalf, in
connection with the Company or the Fundraising. All and any liability whether
arising in tort, contract or otherwise (save as referred to above) in respect
of this document or any such statement are accordingly disclaimed.

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
by the FCA, is acting as joint broker for the Company in connection with the
Fundraising and other transactions noted in this Circular and will not be
acting for any other person (including a recipient of this document) or
otherwise be responsible to any person for providing the protections afforded
to clients of Allenby or for advising any other person in respect of the
Fundraising or any transaction, matter or arrangement referred to in this
document.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Allenby Capital by FSMA or the regulatory regime established thereunder,
Allenby Capital has not authorised the contents of, or any part of, this
document and neither Allenby Capital nor any of its Representatives make any
representation or warranty, express or implied, or accept any responsibility
whatsoever, as to, or in relation to, the contents of this document, including
its accuracy, completeness or verification, or as to, or in relation to, any
other statement made or purported to be made by it, or on its behalf, in
connection with the Company or the Fundraising. All and any liability whether
arising in tort, contract or otherwise (save as referred to above) in respect
of this document or any such statement are accordingly disclaimed. No
statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The Fundraising Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the
Fundraising Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Fundraising Shares may decline and investors
could lose all or part of their investment; (b) the Fundraising Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
Fundraising 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 Fundraising.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Shore Capital and Allenby Capital 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
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 New Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Fundraising Shares and determining appropriate
distribution channels.

 

 

 

 

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