REG - Flowtech Fluidpower - Proposed Placing And Retail Offer
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RNS Number : 5850P Flowtech Fluidpower PLC 20 January 2026
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT
SECURITIES LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS
INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF FLOWTECH
FLUIDPOWER PLC OR OTHER EVALUATION OF ANY SECURITIES OF FLOWTECH FLUIDPOWER
PLC OR ANY OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT
ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED
IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
For immediate release
20 January 2026
Flowtech Fluidpower PLC
Proposed Placing to raise £9 million
Proposed Retail Offer to raise up to £1 million
Flowtech Fluidpower PLC ("Flowtech" or the "Company") (AIM: FLO) announces a
proposed conditional placing of up to 16,981,132 new ordinary shares of 50
pence each (and, following the Capital Reorganisation (as defined below), of
5 pence each) (the "Ordinary Shares") in the capital of the Company (the
"Placing Shares") at a price of 53.0 pence per Placing Share (the "Issue
Price") to raise gross proceeds (before fees and expenses) of £9 million
(the "Placing").
The Placing Shares will represent approximately 26.8 per cent. of the existing
issued ordinary share capital of the Company (the "Existing Ordinary Shares")
and the Issue Price represents a discount of approximately 11.5 per cent. to
the closing mid-market price of 59.9 pence per Existing Ordinary Share on 19
January 2026, being the latest practicable date prior to the publication of
this Announcement.
Flowtech proposes to use the net proceeds of the Placing:
a) to fund the cash consideration payable by the Company for the
conditional acquisition of the entire issued share capital of Q Plus B.V. and
Naili Europe B.V., private limited liability companies incorporated under the
laws of the Netherlands, that operate under the name Q Plus (the
"Acquisition"), as announced by Flowtech separately earlier today (the
"Acquisition Announcement");
b) to reduce debt to increase financial flexibility; and
c) for general working capital purposes of the Company's wider group.
The Acquisition is currently expected to complete within 2 Business Days of
the Company receiving the placing proceeds from the Joint Bookrunners. The
Acquisition is only conditional on the Resolutions being passed by the
requisite majorities at the General Meeting. In the unlikely event that the
Acquisition does not complete, the Company may, following consultation with
Shareholders, at its option, decide to use the funds for alternative
investments or consider a tax efficient way to return the net proceeds to
Shareholders.
Flowtech also intends to carry out a separate retail offer of up to 1,886,792
new Ordinary Shares (the "Retail Offer Shares", and together with the Placing
Shares, the "New Ordinary Shares") at the Issue Price on the Winterflood
Retail Access Platform to raise gross proceeds (before fees and expenses) of
up to £1 million (the "Retail Offer", and together with the Placing, the
"Fundraising"). The Retail Offer will provide existing retail Shareholders in
the United Kingdom with an opportunity to participate in the Fundraising at
the same price as the Placing. A separate announcement will be made in due
course regarding the Retail Offer and its terms. For the avoidance of doubt,
the Retail Offer is not part of the Placing.
It is expected that the Fundraising will result in the Company raising total
gross proceeds (before fees and expenses) of up to £10 million.
As the proposed Issue Price per new Ordinary Share will be close to the
current nominal value of the Existing Ordinary Shares, and section 580 of the
Companies Act 2006 prohibits the allotment of shares at a discount to their
nominal value, the Company further proposes to implement a capital
reorganisation so as to reduce the nominal value of the Existing Ordinary
Shares ("Capital Reorganisation"). The Capital Reorganisation will take place
before Admission and is expected to be implemented after the General Meeting
(as defined below). Under the Capital Reorganisation, each Existing Ordinary
Share of 50 pence nominal value will be subdivided and redesignated into one
Ordinary Share of 5 pence nominal value and one deferred share of 45 pence
nominal value ("Deferred Shares"), with very limited rights.
A circular (the "Circular"), containing details of the Fundraising, the
Acquisition and the Capital Reorganisation and convening a general meeting of
the Company proposed to be held at the Company's registered offices at Bollin
House, Bollin Walk, Wilmslow, SK9 1DP at 10.00 a.m. on 6 February 2026 (the
"General Meeting") in order to pass certain resolutions in connection with the
Fundraising and Capital Reorganisation (the "Resolutions") as set out in the
notice convening the General Meeting ("Notice of General Meeting"), is
expected to be posted to shareholders of the Company ("Shareholders") on the
day after the closure of the Bookbuild (as defined below). The Circular, once
published, will be available on the Company's website at
www.Flowtech.co.uk/investor-hub.
Unless the context otherwise provides, capitalised terms used in this
announcement (including the appendix (the "Appendix" and together, this
"Announcement")) have the meanings ascribed to them in Appendix 2 headed
"Definitions" at the end of this Announcement.
Details of the Placing
Panmure Liberum Limited ("Panmure Liberum") and Singer Capital Markets
Securities Limited ("Singer Capital Markets")(together, the "Joint
Bookrunners") are acting as joint bookrunners in connection with the Placing
and Panmure Liberum is acting as nominated adviser to Flowtech.
The Placing will be effected by way of an accelerated bookbuild (the
"Bookbuild") at the Issue Price. The Bookbuild will open with immediate effect
following the release of this Announcement in accordance with the terms and
conditions set out in the Appendix.
The Placing is conditional upon, inter alia, the passing of the Resolutions
and the Placing Agreement between the Company and the Joint Bookrunners not
having been terminated in accordance with its terms.
The Placing is not conditional on the completion of the Acquisition. The only
condition to the completion of the Acquisition is the passing of the
Resolutions. Completion of the Acquisition is not conditional on Admission,
and it is expected that completion of the Acquisition will occur within 2
business days of the Company receiving the placing proceeds from the Joint
Bookrunners. In the unlikely event the Acquisition does not complete, the
Company may, following consultation with Shareholders, at its option, decide
to use the funds for alternative investments or consider a tax efficient way
to return the net proceeds to Shareholders. The Retail Offer is
conditional on the Placing but the Placing is not conditional on the Retail
Offer.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the absolute discretion of the Joint Bookrunners, in consultation
with the Company. The final number of Placing Shares to be issued pursuant to
the Placing will be agreed by the Joint Bookrunners and the Company at the
close of the Bookbuild. The result of the Placing will be announced as soon as
practicable thereafter. The Placing is not being underwritten. The Placing
Shares are not part of the Retail Offer.
Directors' participation in the Placing
The following Directors and persons discharging managerial responsibilities
(PDMRs) (which includes Directors) have indicated that they intend to
participate in the Placing as set out below. Further details will be set out
in the announcement regarding the results of the Placing.
Director Position Amount (£)
Roger McDowell Non-executive Chairman 161,011
Mike England Chief Executive Officer 8,601
Russell Cash Chief Financial Officer 6,852
Jamie Brooke Non-executive Director 34,136
Ailsa Graham Webb Non-executive Director 7,000
Stuart Watson Non-executive Director 1,275
Francisco Terol MD Benelux 14,273
Total 233,148
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the AIM market of the London Stock
Exchange ("Admission").
Admission is expected to take place at 8.00 a.m. on 9 February 2026 and
dealings in the New Ordinary Shares are expected to commence at 8.00 a.m.
on 9 February 2026 or, in each case, such later time and/or date as the Joint
Bookrunners and the Company agree (being in any event no later than 8.00 a.m.
on 16 February 2026).
The New Ordinary Shares, when issued, will 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 after the date of issue.
The New Ordinary Shares will be in registered form and will be capable of
being held in either certificated or uncertificated form (i.e. in CREST).
Accordingly, following Admission, settlement of transactions in the Ordinary
Shares may take place within the CREST system if a Shareholder so wishes.
Shareholders who wish to receive and retain share certificates are able to do
so.
The ISIN number of the New Ordinary Shares is GB00BM4NR742. The TIDM is FLO.
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 Appendix to this Announcement sets out
further information relating to the terms and conditions of the Placing. It is
intended that the Retail Offer Shares will be subscribed for on the basis of
the terms and conditions of the Retail Offer, rather than pursuant to the
terms and conditions of the Placing contained in the Appendix to this
Announcement.
The person responsible for arranging the release of this Announcement on
behalf of the Company is Russell Cash, Chief Financial Officer of the Company.
For further information please contact:
Flowtech Fluidpower plc
Mike England, Chief Executive Officer
Russell Cash, Chief Financial Officer
Tel: +44 (0) 1695 52759
Email: info@flowtechfluidpower.com (mailto:info@flowtechfluidpower.com)
Panmure Liberum (Nominated Adviser and Joint Bookrunner)
Nicholas How, Managing Director, Investment Banking
Will King, Assistant Director, Investment Banking
Tel: +44 (0) 20 3100 2000
Singer Capital Markets (Joint Bookrunner)
Sara Hale, Head of Investment Banking
James Todd, Assistant Director, Investment Banking
Tel: +44 (0) 20 7496 3000
TooleyStreet Communications (IR and media relations)
Fiona Tooley
Tel: +44 (0) 7785 703523
or email: fiona@tooleystreet.com (mailto:fiona@tooleystreet.com)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Acquisition 20 January 2026
Announcement of the Placing 20 January 2026
Announcement of the Retail Offer 20 January 2026
Announcement of the results of the Placing 20 January 2026
Publication of the Circular 21 January 2026
Announcement of the results of the Retail Offer 22 January 2026
Latest time and date for receipt of completed proxy appointments and CREST 10.00 a.m. on 4 February 2026
voting instructions
General Meeting 10.00 a.m. on 6 February 2026
Announcement of results of General Meeting 6 February 2026
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 9 February 2026
Where applicable, expected date for crediting of the New Ordinary Shares in As soon as possible following Admission
uncertificated form to CREST accounts
Where applicable, expected date for despatch of share certificates in respect within 10 Business Days of
of the New Ordinary Shares
Admission
Expected timing for Completion By no later than 16 February 2026
Notes:
1. All references to times in this Announcement are
to London time.
2. The dates and times set out in the above timetable and in
the rest of this Announcement are indicative only and may be subject to
change. If any such dates and times should change, the revised times and/or
dates will be notified by the Company by announcement via a Regulatory
Information Service.
3. All events in the above timetable scheduled to take place
after the General Meeting are conditional on the approval by the Shareholders
of the Resolutions.
Important Notices
Panmure Liberum is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for Flowtech and
no one else in connection with the Placing, and Panmure Liberum will not be
responsible to anyone (including any Placees) other than Flowtech for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Singer Capital Markets is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for Flowtech and no one else in connection
with the Placing, and Singer Capital Markets will not be responsible to anyone
(including any Placees) other than Flowtech for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective directors, officers,
partners, employees, advisers and/or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.
The responsibilities of Panmure Liberum as Flowtech's nominated adviser under
the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to Flowtech or to any Director or to any other
person.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Flowtech'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 Flowtech,
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 Flowtech and its affiliates operate,
the effect of volatility in the equity, capital and credit markets on
Flowtech's profitability and ability to access capital and credit, a decline
in Flowtech'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 Flowtech 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 Flowtech speak only as
of the date they are made. Except as required by applicable law or regulation,
Flowtech 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 Flowtech's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
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 Flowtech for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Flowtech.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
Investors who have chosen to participate in the Bookbuild and the Placing, by
making or accepting an oral, electronic or written and legally binding offer
to acquire Placing Shares, will be deemed to have read and understood this
Announcement in its entirety and to be making an offer and acquiring the
Placing Shares on the terms and subject to the conditions contained herein and
to be providing the confirmations, representations, warranties, agreements,
acknowledgements and undertakings contained in the Appendix.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The 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 Placing Shares; and the Placing 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 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 the United States, Australia, Canada,
the Republic of South Africa or Japan or any other jurisdiction outside
the United Kingdom or the EEA.
Neither the content of Flowtech'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
UK product governance
Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product 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 Placing
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 Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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, the Joint 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
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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EEA product governance
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 in
the European Economic Area (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 the Placing Shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as
are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding
the EU 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 EU
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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 1
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY
DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 of PART
2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS
2024("POATR") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS 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 FALL WITHIN THE DEFINITION
OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2) (A) TO (D) OF THE ORDER; OR (C) ANY OTHER PERSON TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY PANMURE LIBERUM AND/OR SINGER CAPITAL MARKETS
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS
AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS
DEFINED BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in Appendix
2 below headed "Definitions".
If a person indicates to a Joint Bookrunner that it wishes to participate in
the Placing by making an oral or written offer to acquire Placing Shares (each
such person, a "Placee") it will be deemed to have read and understood these
terms and conditions and the Announcement of which they form a part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions as deemed to be made
by Placees. In particular, each such Placee represents, warrants and
acknowledges that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are allocated to it
for the purposes of its business only. Further, each such Placee represents,
warrants and agrees that if it is a financial intermediary, that the Placing
Shares acquired by and/or subscribed for 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 to qualified investors (as defined above) in the UK or in a member
state of the EEA, or in circumstances in which the prior consent of the
relevant Joint Bookrunner has been given to each such proposed offer or
resale. Each such Placee represents, warrants and acknowledges that it is
acquiring the Placing Shares for its own account or is acquiring the Placing
Shares for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the representations,
warranties, indemnities, acknowledgements, undertakings and agreements
contained in this Announcement; and it understands (or if acting for the
account of another person, such person has confirmed that such person
understands) the resale and transfer restrictions set out in this Appendix 1.
These terms and conditions do not constitute an offer to sell or issue or the
invitation or solicitation of an offer to buy or acquire Placing Shares.
Subject to certain exceptions, these terms and conditions and the information
contained herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in the United
States, Australia, Switzerland, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release, publication or
distribution would be unlawful ("Excluded Territory").
The distribution of these terms and conditions and the offer and/or placing of
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Joint Bookrunners or the Company that would
permit an offer of the Placing Shares or possession or distribution of these
terms and conditions or any other offering or publicity material relating to
the Placing Shares in any jurisdiction where action for that purpose is
required, save as mentioned above. Persons into whose possession these terms
and conditions come are required by the Joint Bookrunners and the Company to
inform themselves about and to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be
approved by the Financial Conduct Authority ("FCA") in relation to the
Placing or the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of the Joint Bookrunners or the Company and none of the Joint
Bookrunners, the Company, nor any person acting on such person's behalf nor
any of their respective affiliates has or shall have liability for any
Placee's decision to accept this invitation to participate in the Placing
based on any other information, representation, warranty or statement. Each
Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company. No Placee
should consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own attorney, tax advisor and
business advisor for legal, tax and business advice regarding an investment in
the Placing Shares. Placee acknowledges and agrees that it has relied on its
own investigation of the business, financial or other position of the Company
in accepting a participation in the Placing. Nothing in this paragraph shall
exclude the liability of any person for fraudulent misrepresentation.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of the Joint Bookrunners or any of
their affiliates, their respective directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by the Joint Bookrunners
or any of their respective directors, officers, employees or affiliates or any
other person for any loss howsoever arising, directly or indirectly, from any
use of this Announcement or such information or opinions contained herein.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation, or the POATR, as applicable.
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection with, any
investment activity. No statement in these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should be interpreted to mean that the Company's profits or earnings for any
future period will necessarily match or exceed historical published profits or
earnings of the Company.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and 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 Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted
by UK Product Governance Requirements (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 Joint Bookrunner is only procuring investors in
the United Kingdom which 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 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 Placing Shares.
Each distributor is responsible for undertaking its own 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 "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. In all
circumstances the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the EU 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.
Proposed Placing
The Joint Bookrunners have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the conditions set out
in such Placing Agreement, the Joint Bookrunners as agents for and on behalf
of the Company, have agreed to use their reasonable endeavours to procure
Placees for the Placing Shares at the Issue Price.
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions
and this Announcement have been prepared and issued by the Company, and is the
sole responsibility of the Company.
The Placing Shares will, when issued and fully paid, be identical to, and
rank pari passu with, the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid on the
existing Ordinary Shares after their admission to trading on AIM becoming
effective in accordance with the AIM Rules.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM.
Subject to the conditions below being satisfied, it is expected that Admission
will become effective on or around 9 February 2026. It is expected that
dealings for normal settlement in the New Ordinary Shares will commence
at 8.00 a.m. on the same day.
Bookbuild of the Placing
Commencing today, the Joint Bookrunners will be conducting a Bookbuild to
determine demand for participation in the Placing. The Joint Bookrunners will
seek to procure Placees as agents for the Company as part of this Bookbuild.
These terms and conditions give details of the terms and conditions of, and
the mechanics of participation in, the Placing.
Participation in, and principal terms of the Placing
(a) By participating in the Placing, Placees will be deemed to have read
and understood this Announcement and these terms and conditions in their
entirety and to be participating and making an offer for any Placing Shares on
these terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings, contained in these
terms and conditions.
(b) The Joint Bookrunners are arranging the Placing as agents of the
Company.
(c) The Bookbuild will establish the number of Placing Shares to be issued
and the aggregate proceeds to be raised through the Placing, which will be
agreed between the Joint Bookrunners and the Company following completion of
the Bookbuild. The number of Placing Shares to be issued will be announced
through the Placing Results Announcement (as defined below) following the
completion of the Bookbuild.
(d) Participation in the Placing will only be available to persons who are
Relevant Persons and who may lawfully be and are invited to participate by a
Joint Bookrunner. The Joint Bookrunners (in their independent and individual
capacity) and their affiliates are entitled to offer to subscribe for Placing
Shares as principals in the Bookbuild.
(e) Any offer to subscribe for Placing Shares should state the aggregate
number of Placing Shares which the Placee wishes to acquire. The Issue Price
will be payable by the Placees in respect of the Placing Shares allocated to
them.
(f) The Bookbuild is expected to close no later than 5:30 p.m. on 20
January 2026 but may close earlier or later, at the discretion of the Joint
Bookrunners and the Company. The timing of the closing of the books and
allocations will be agreed between the Joint Bookrunners and the Company
following completion of the Bookbuild (the "Allocation Policy"). The Joint
Bookrunners may, in agreement with the Company, accept offers to subscribe for
Placing Shares that are received after the Bookbuild has closed. An offer to
subscribe for Placing Shares in the Bookbuild will be made on the basis of
these terms and conditions and will be legally binding on the Placee by which,
or on behalf of which, it is made and will not be capable of variation or
revocation after the close of the Bookbuild.
(g) Subject to paragraph (e) above, the Joint Bookrunners reserve the
right including with or at the instruction of the Company, not to accept an
offer to subscribe for Placing Shares, either in whole or in part, on the
basis of the Allocation Policy and may scale down any offer to subscribe for
Placing Shares for this purpose.
(h) If successful, each Placee's allocation will be confirmed to it by the
relevant Joint Bookrunner following the close of the Bookbuild. Oral or
written confirmation (at the relevant Joint Bookrunner's discretion) from the
relevant Joint Bookrunner to such Placee confirming its allocation will
constitute a legally binding commitment upon such Placee, in favour of the
relevant Joint Bookrunner and the Company to acquire the number of Placing
Shares allocated to it on the terms and conditions set out herein. Each Placee
will have an immediate, separate, irrevocable and binding obligation, owed to
the Company, to pay to the relevant Joint Bookrunner (or as the relevant Joint
Bookrunner may direct) as agent for the Company in cleared funds an amount
equal to the product of the Issue Price and the number of Placing Shares which
such Placee has agreed to acquire.
(i) The Company will make a further announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued (the
"Placing Results Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of the
Bookbuild.
(j) Subject to paragraphs (g) and (h) above, the Joint Bookrunners
reserve the right not to accept bids or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion and may scale
down any bids as they may determine, subject to agreement with the Company.
The acceptance of bids shall be at the relevant Joint Bookrunner's absolute
discretion, subject only to agreement with the Company.
(k) 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 time specified and
settlement on the basis explained below under the paragraph entitled
"Registration and Settlement".
(l) No commissions are payable to Placees in respect of the Placing.
(m) 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. All obligations under the Placing will be subject
to the fulfilment of the conditions referred to below under the paragraphs
entitled "Conditions of the Placing" and "Termination of the Placing
Agreement"
(n) The Placing Shares will be issued subject to the terms and conditions
of this Announcement and each Placee's commitment to subscribe for Placing
Shares on the terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners' conduct of
the Placing.
(o) All times and dates in this Announcement may be subject to amendment.
The Joint Bookrunners shall notify the Placees and any person acting on behalf
of the Placees of any changes.
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 obligations of the Joint Bookrunners under the Placing Agreement in
respect of the placing of the Placing Shares are conditional on, amongst other
things:
(a) the Company not having breached its obligations under the Placing
Agreement (to the extent that such obligations fall to be performed prior to
Admission);
(b) the Resolutions having been passed without material amendment by the
required majority at the General Meeting (and not any adjournment thereof
where such adjournment is not due to any legal or technical requirement);
(c) the Acquisition Agreement having been executed by all parties and
remaining in full force and effect and not having been terminated or rescinded
prior to Admission; and
(d) Admission having occurred not later than 8.00 a.m. 9 February
2026 or such later date as the Company and the Joint Bookrunners may agree,
but in any event not later than 8.00 a.m. on 16 February 2026.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by the Joint Bookrunners by the
respective time or date where specified, (ii) any of such conditions becomes
incapable of being fulfilled or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time, all monies received from a Placee
pursuant to the Placing shall be returned to such Placee without interest, at
the risk of the relevant Placee and each Placee agrees that no claim can be
made by the Placee in respect thereof.
The Joint Bookrunners, at their discretion and upon such terms as they think
fit, may waive compliance by the Company with the whole or any part of any of
the Company's obligations in relation to the conditions in the Placing
Agreement, save that certain conditions (including as regards the Placing
Shares the condition relating to Admission referred to in paragraph (d) and
the condition relating to the Resolutions in paragraph (b) above) may not be
waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.
None of the Joint Bookrunners nor the Company nor any other person shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to
whether or not to waive or to extend the time and/or the date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of the Joint Bookrunners.
Termination of the Placing Agreement
Any of the Joint Bookrunners are entitled to terminate the Placing and the
Placing Agreement in respect of the Placing Shares at any time prior to
Admission in accordance with the terms of the Placing Agreement if, amongst
other things:
(a) any of the conditions in the Placing Agreement (other than the
condition relating to Admission referred to in paragraph (d) above) which is
not waived (if capable of waiver), is not satisfied or becomes incapable, for
any reason, of being satisfied or in the opinion of the Joint Bookrunners
acting in good faith or any of them, is unlikely to be satisfied before
Admission; or
(b) the Company in the opinion of the Joint Bookrunners or any of them,
acting in good faith fails, in any material respect, to comply with any of its
obligations under the Placing Agreement; or
(c) it comes to the notice of any Joint Bookrunner that any statement
contained in this Announcement (and any other Placing Document) was untrue,
incorrect or misleading at the date of this Announcement or has become untrue,
incorrect or misleading in each case in any respect which any Joint Bookrunner
considers to be material or that statements have been omitted which, in the
opinion of the Joint Bookrunners or any of them, acting I good faith is
material; or
(d) any of the warranties given by the Company in the Placing Agreement
was not true as at the date of the Placing Agreement or has ceased to be true
and accurate by reference to the facts subsisting at the time when notice to
terminate is given; or
(e) in the opinion of each of Joint Bookrunners, acting in good faith,
there shall have occurred any material adverse change in, or any development
reasonably likely to involve an adverse change in, the condition (financial,
operational, legal or otherwise), profits, business, management, property,
assets, rights, results, operations or prospects of the Company or the Group
which is material in the context of the Company or the Group taken as a whole,
whether or not arising in the ordinary course of business; or
(f) there happens, develops or comes into effect a general moratorium on
commercial banking activities in London declared by the relevant authorities
or a material disruption in commercial banking or securities settlement or
clearance services in the United Kingdom.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
Notwithstanding any other provision of the Placing Agreement, once Admission
has occurred no party to the Placing Agreement shall be able to terminate any
part of the Placing Agreement which relates to Admission and/or the placing,
allotment or issue of the Placing Shares.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of the Placing Shares to be issued pursuant to the Placing
will be notified to them following the close of the Bookbuild (or such other
time and/or date as the Company and the Joint Bookrunners may agree).
Payment in full for any Placing Shares so allocated in respect of the Placing
at the Issue Price must be made by no later than 7.00 a.m. (or such other
date as shall be notified to each Placee by the relevant Joint Bookrunner) on
the expected closing date of the Placing. The relevant Joint Bookrunner or the
Company will notify Placees if any of the dates in these terms and conditions
should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. The Joint 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 possible
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree 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 which they
have in place with a respective Joint Bookrunner. In the event of any
difficulties or delays in the admission of the Placing Shares to CREST or the
use of CREST in relation to the Placing, the Company and the Joint Bookrunners
may agree that the Placing Shares will be issued in certificated form.
Settlement of transactions in the Placing Shares following Admission will be
on a delivery versus payment basis and settlement is expected to take place on
or around the Settlement Date on a T+2 basis.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of 2 percentage points above the
prevailing Sterling Overnight Index Average. Each Placee is deemed to agree
that if it does not comply with these obligations, the relevant Joint
Bookrunner may sell any or all of the Placing Shares allocated to it on its
behalf and retain from the proceeds, for its own account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any interest due.
By communicating a bid for Placing Shares, each Placee confers on the relevant
Joint Bookrunner all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which the relevant
Joint Bookrunner lawfully takes in pursuance of such sale. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon any transaction
in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a 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 Joint Bookrunners and the
Company, the following:
1. it is a Relevant Person and undertakes to subscribe at the Issue
Price for those Placing Shares allocated to it by the Joint Bookrunners;
2. it has read and understood this Announcement (including these terms
and conditions) in its entirety and that it has neither received nor relied on
any information given or any investigations, representations, warranties or
statements made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares, or otherwise, other than the
information contained in this Announcement (including these terms and
conditions) and that in accepting the offer of its Placing participation it
will be relying solely on the information contained in this Announcement
(including these terms and conditions) and undertakes not to redistribute or
duplicate such documents;
3. its oral or written commitment will be made solely on the basis of
the information set out in this Announcement and the information publicly
announced to a Regulatory Information Service by or on behalf of the Company
as at the date of this Announcement, such information being all that such
Placee deems necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares and that it has neither received nor
relied on any other information given, or representations or warranties or
statements made, by the Joint Bookrunners or the Company nor any of their
respective affiliates and neither the Joint Bookrunners nor the Company will
be liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement;
4. the content of this Announcement and these terms and conditions are
exclusively the responsibility of the Company and agrees that neither the
Joint Bookrunners nor any of their affiliates nor any person acting on behalf
of any of them will be responsible for or shall have liability for any
information, representation or statements contained therein or any information
previously published by or on behalf of the Company, and neither the Joint
Bookrunners nor the Company, nor any of their respective affiliates or any
person acting on behalf of any such person will be responsible or liable for a
Placee's decision to accept its Placing participation;
5. (i) it has not relied on, and will not rely on, any information
relating to the Company contained or which may be contained in any research
report or investor presentation prepared or which may be prepared by the Joint
Bookrunners, the Company or any of their affiliates; (ii) none of the Joint
Bookrunners, their affiliates or any person acting on behalf of any of such
persons has or shall have any responsibility or liability for public
information relating to the Company; (iii) none of the Company their
affiliates or any person acting on behalf of any of such persons has or shall
have any responsibility or liability for public information relating to the
Company save for any information published via a regulatory information
service; (iv) none of the Joint Bookrunners, the Company or their affiliates
or any person acting on behalf of any of such persons has or shall have any
responsibility or liability for any additional information that has otherwise
been made available to it, whether at the date of publication of such
information, the date of these terms and conditions or otherwise; and that (v)
none of the Joint Bookrunners, the Company or their affiliates or any person
acting on behalf of any of such persons makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of any such
information referred to in (i) to (iv) above, whether at the date of
publication of such information, the date of this Announcement or otherwise;
6. it has made its own assessment of the Company and has relied on its
own investigation of the business, financial or other position of the Company
in deciding to participate in the Placing, and has satisfied itself concerning
the relevant tax, legal, currency and other economic considerations relevant
to its decision to participate in the Placing;
7. it is acting as principal only in respect of the Placing or, if it
is acting for any other person: (i) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person; (ii) it is and will remain liable to the
Company and the Joint Bookrunners 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); (iii) if it is in the United Kingdom, it is a
person: (a) who has professional experience in matters relating to investments
and who falls within the definition of "investment professionals" in Article
19(5) of the Order or who falls within Article 49(2) of the Order; and (b) is
a "qualified investor" as defined in Paragraph 15 Part 2 of Schedule 1 of
POATR; (iv) if it is in a member state of the EEA, it is a "qualified
investor" within the meaning of Article 2(e) of the EU Prospectus Regulation;
(v) if it is a financial intermediary, the Placing Shares subscribed by it in
the Placing are not being acquired on a nondiscretionary basis for, or on
behalf of, nor will they be acquired with a view to their offer or resale to
persons in the UK or in a member state of the EEA in circumstances which may
give rise to an offer of shares to the public, other than their offer or
resale to qualified investors within the meaning of Paragraph 15 Part 2 of
Schedule 1 of POATR or within the meaning of Article 2(e) of the EU Prospectus
Regulation in a member state of the EEA which has implemented the EU
Prospectus Regulation;
8. if it has received any confidential price sensitive information
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, prior to the information being made generally available;
9. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money
Laundering and Terrorism Financing) Act 2010 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017, 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 it is making payment on behalf of a third party, it has
obtained and recorded satisfactory evidence to verify the identity of the
third party as may be required by the Regulations;
10. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSMA")) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
11. it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
12. unless otherwise agreed by the Company (after agreement with the Joint
Bookrunners), it is not, and at the time the Placing Shares are subscribed for
and purchased will not be, subscribing for and on behalf of a resident of the
United States, Australia, Switzerland, Canada, Japan or the Republic of
South Africa and further acknowledges that the Placing Shares have not been
and will not be registered under the securities legislation of any Excluded
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions;
13. it does not expect the Joint Bookrunners to have any duties or
responsibilities towards it for providing protections afforded to clients
under the rules of the FCA Handbook (the "Rules") or advising it with regard
to the Placing Shares and that it is not, and will not be, a client of either
of the Joint Bookrunners as defined by the Rules. Likewise, any payment by it
will not be treated as client money governed by the Rules;
14. any exercise by the Joint Bookrunners of any right to terminate the
Placing Agreement or of other rights or discretions under the Placing
Agreement or the Placing shall be within the Joint Bookrunners' absolute
discretion and the Joint Bookrunners shall not have any liability to it
whatsoever in relation to any decision to exercise or not to exercise any such
right or the timing thereof;
15. it has the funds available to pay for the Placing Shares which it has
agreed to acquire and acknowledges, agrees and undertakes that it will make
payment to the relevant Joint Bookrunner for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement on the due
times and dates set out in this Announcement (being the Settlement Date),
failing which the relevant Placing Shares may be placed with others on such
terms as the relevant Joint Bookrunner may, in its absolute discretion
determine without liability to the Placee and it will 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 (together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
16. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into any Excluded Territory (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
17. neither it, nor the person specified by it for registration as a holder
of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the
Placing Shares will not be allotted to, a person/person(s) whose business
either is or includes issuing depository receipts or the provision of
clearance services and therefore that the issue to the Placee, or the person
specified by the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Placing Shares into a clearance
system;
18. the person who it specifies for registration as holder of the Placing
Shares will be: (i) itself; or (ii) its nominee, as the case may be, and
acknowledges that the Joint Bookrunners and the Company will not be
responsible for any liability to pay stamp duty or stamp duty reserve tax
(together with interest and penalties) resulting from a failure to observe
this requirement; and each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing on the basis that the Placing
Shares will be allotted to a CREST stock account of the relevant Joint
Bookrunner who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;
19. where it is acquiring Placing Shares for one or more managed accounts,
it is authorised in writing by each managed account to acquire Placing Shares
for that managed account;
20. if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;
21. it and/or each person on whose behalf it is participating: (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; and (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix 1 and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and the Joint
Bookrunners for the performance of all its obligations as a Placee of the
Placing (whether or not it is acting on behalf of another person);
22. if it has received any "inside information" as defined in the UK MAR
about the Company in advance of the Placing, it has not: (i) used that inside
information to acquire or dispose of securities of the Company or financial
instruments related thereto or cancel or amend an order concerning the
Company's securities or any such financial instruments; (ii) used that inside
information to encourage, require, recommend or induce another person to deal
in the securities of the Company or financial instruments related thereto or
to cancel or amend an order concerning the Company's securities or such
financial instruments; or (iii) disclosed such information to any person,
prior to the information being made publicly available;
23. in order to ensure compliance with the Money Laundering Regulations
2017, the Joint Bookrunners (for their own purposes and as agent on behalf of
the Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the relevant
Joint Bookrunner or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time after a
request for verification of identity the relevant Joint Bookrunner (for its
own purpose and as agent on behalf of the Company) or the Company's registrars
have not received evidence satisfactory to them, the relevant Joint Bookrunner
and/or the Company may, at their absolute discretion, terminate their
commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited at
the risk of the relevant Placee and each Placee agrees that no claim can be
made by the Placee in respect thereof;
24. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA;
25. it has not offered or sold and will not offer or sell any Placing Shares
to persons in any member state of the EEA prior to Admission except to persons
whose ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
business or otherwise in circumstances which have not resulted and will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
26. participation in the Placing is on the basis that, for the purposes of
the Placing, it is not and will not be a client of either of the Joint
Bookrunners and that the Joint Bookrunners do not have any duties or
responsibilities to it for providing the protections afforded to their clients
nor for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of these terms and conditions;
27. to provide the Joint Bookrunners or the Company (as relevant) with such
relevant documents as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from relevant
regulators in relation to the Placing, subject to its legal, regulatory and
compliance requirements and restrictions;
28. any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws
of England and Wales and it submits (on its behalf and on behalf of any
Placee 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 either the Company or the Joint Bookrunners 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;
29. to fully and effectively indemnify on an on-demand after tax basis and
hold harmless the Company, each of the Joint Bookrunners and each of their
respective affiliates, and any such person's respective affiliates,
subsidiaries, branches, associates and holding companies, and in each case
their respective directors, employees, officers and agents from and against
any and all losses, claims, damages, liabilities, costs and expenses
(including legal fees and expenses): (i) arising from any breach by such
Placee of any of the provisions of these terms and conditions; (ii) incurred
by either Joint Bookrunner and/or the Company arising from the performance of
the Placee's obligations as set out in these terms and conditions and (iii)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements or undertakings contained in the
Announcement and further agrees that the provisions of these terms and
conditions shall survive after completion of the Placing;
30. in making any decision to subscribe for the Placing Shares: (i) it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of acquiring the
Placing Shares; (ii) it is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied on its own examination, due diligence and
analysis of the Company and its affiliates taken as a whole, including the
markets in which the Company operates, and the terms of the Placing, including
the merits and risks involved; (iv) it has had sufficient time 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
(v) will not look to the Joint Bookrunners or any of their respective
affiliates or any person acting on their behalf for all or part of any such
loss or losses it or they may suffer;
31. its commitment to acquire Placing Shares 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 Joint
Bookrunners' conduct of the Placing; and
32. it acknowledges and understands that the Joint Bookrunners and the
Company and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgments and
undertakings which are irrevocable.
Taxation
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Such
agreement assumes that such Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in such Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which none of the Company nor
the Joint Bookrunners would be responsible and Placees shall indemnify the
Company and the Joint Bookrunners on an after-tax basis for any stamp duty or
stamp duty reserve tax paid by them in respect of any such arrangements or
dealings.
The Company and the Joint Bookrunners are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of any country in
the EEA. Each Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify the Joint Bookrunners and the Company
accordingly. Furthermore, each Placee agrees to indemnify on an after-tax
basis and hold each of the Joint Bookrunners and/or the Company and their
respective affiliates harmless from any and all interest, fines or penalties
in relation to stamp duty, stamp duty reserve tax and all other similar duties
or taxes to the extent that such interest, fines or penalties arise from the
unreasonable default or delay of that Placee or its agent. If this is the
case, it would be sensible for Placees to take their own advice and they
should notify the relevant Joint Bookrunner accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary or other
duties or taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the acquisition by
them of any Placing Shares or the agreement by them to acquire any Placing
Shares.
Selling Restrictions
By participating in the Placing, a 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 Joint Bookrunners and the
Company, the following:
1. it is not a person who has a registered address in, or is a
resident, citizen or national of, a country or countries, in which it is
unlawful to make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the applicable laws of
any relevant territory, including complying with the selling restrictions set
out herein and obtaining any requisite governmental or other consents and it
has fully observed and will fully observe any other requisite formalities and
pay any issue, transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person: (i) who has
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified
investor" as defined in Paragraph 15 Part 2 of Schedule 1 of POATR;
4. if it is in a member state of the EEA, it is a "qualified investor"
within the meaning of Article 2(e) of the EU Prospectus Regulation;
5. it is a person whose ordinary activities involve it (as principal
or agent) in acquiring, holding, managing or disposing of investments for the
purpose of its business and it undertakes that it will (as principal or agent)
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
6. it (on its behalf and on behalf of any Placee on whose behalf it is
acting) has: (a) fully observed the laws of all relevant jurisdictions which
apply to it; (b) obtained all governmental and other consents which may be
required; (c) fully observed any other requisite formalities; (d) paid or will
pay any issue, transfer or other taxes; (e) not taken any action which will or
may result in the Company or the Joint Bookrunners (or any of them) being in
breach of a legal or regulatory requirement of any territory in connection
with the Placing; (f) obtained all other necessary consents and authorities
required to enable it to give its commitment to subscribe for the relevant
Placing Shares; and (g) the power and capacity to, and will, perform its
obligations under the terms contained in these terms and conditions.
Miscellaneous
The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from any Excluded
Territory or in a manner that may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents believe that the same may
violate applicable legal or regulatory requirements or if it provides an
address for delivery of the share certificates of Placing Shares in any
Excluded Territory, or any other jurisdiction outside the United Kingdom in
which it would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the Placee is dealing with a
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner 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 relevant
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner in the course of their own business; and
the Placee will rank only as a general creditor of the relevant Joint
Bookrunner.
Times
Unless the context otherwise requires, all references to time are
to London time. All times and dates in these terms and conditions may be
subject to amendment. The Joint Bookrunners will notify Placees and any
persons acting on behalf of the Placees of any changes.
APPENDIX 2
Definitions
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"Acquisition" the conditional acquisition of the entire issued share capital of Q Plus B.V.
and Naili Europe B.V., private limited liability companies incorporated under
the laws of the Netherlands, that operate under the name Q-Plus;
"Acquisition Agreement" the share purchase agreement dated 20 January 2026 between Q Plus Beheer B.V.
and Flowtech Benelux B.V. relating to the Acquisition;
"Acquisition Announcement" the announcement issued by the Company on 20 January 2026 in connection with
completion of the Acquisition;
"Admission" means admission of the Placing Shares to trading on AIM becoming effective in
accordance with the AIM Rules;
"AIM" the AIM Market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time;
"AIM Rules for Nominated Advisers" the "AIM Rules for Nominated Advisers" published by the London Stock Exchange
governing the eligibility and ongoing responsibilities of and certain
disciplinary matters in relation to nominated advisers, as amended or reissued
from time to time;
"Bookbuild" the accelerated bookbuild conducted by the Joint Bookrunners in relation to
the Placing;
"Capital Reorganisation" the proposed subdivision of the Ordinary Shares of 50 pence each into Ordinary
Shares of five pence nominal value each and Deferred Shares of 45 pence
nominal value each, further details of which are set out in paragraph 9 of the
Letter from the Chair of Flowtech Fluidpower PLC;
"Circular" means the circular to be posted to members of the Company on or about 21
January 2026;
"Company" Flowtech Fluidpower PLC a limited liability company incorporated in England
and Wales (under number 09010518);
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as also defined in
the CREST Regulations);
"Deferred Shares" the deferred shares of 45 pence each in the capital of the Company which will
be created as a result of the Capital Reorganisation;
"Directors" or "Board" the directors of the Company;
"Existing Ordinary Shares" the 63,275,173 Ordinary Shares in issue as at 19 January 2026, being the
latest practicable date prior to this Announcement;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as amended) including any
regulations made pursuant thereto;
"Fundraising" together the Placing and the Retail Offer;
"General Meeting" the general meeting of the Company which will be convened to take place on 6
February 2026 at 10.00 a.m. GMT;
"GMT" Greenwich Mean Time;
"Group" the Company and its subsidiaries as at the date of this Announcement;
"Issue Price" 53.0 pence per Placing Share;
"Joint Bookrunners" means each of Panmure Liberum and Singer Capital Markets, and "Joint
Bookrunner" shall mean any one of them;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the Placing Shares and the Retail Offer Shares;
"Notice of General Meeting" the notice convening the General Meeting;
"Order" The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
"Ordinary Shares" ordinary shares of £0.5 each and, following a capital reorganisation pursuant
to which it is proposed to reduce the nominal value of the ordinary shares, of
5 pence each in the capital of the Company;
"Panmure Liberum" Panmure Liberum Limited, a limited liability company incorporated in England
and Wales with registered number 04915201, the Company's joint bookrunner;
"Placing" the conditional placing of the Placing Shares by the Joint Bookrunners at the
Issue Price pursuant to the Placing Agreement;
"Placing Agreement" the conditional agreement dated 20 January 2026 between (1) the Company (2)
Panmure Liberum; and (3) Singer Capital Markets, relating to the Placing;
"Placing Results Announcement" means the press announcement in the agreed form, to be issued via the
Regulatory Information Service relating, inter alia, to the Placing;
"Placing Shares" means the new Ordinary Shares proposed to be issued by the Company to Placees
pursuant to the Placing;
"Regulatory Information Service" means a regulatory information service that is on the list of regulatory
information services maintained by the FCA from time to time or, if such a
service is not operational at the relevant time, the Company Announcements
Office at the London Stock Exchange;
"Resolutions" the resolutions set out in the Notice of General Meeting;
"Retail Offer Shares" the 1,886,792 new Ordinary Shares proposed to be issued by the Company
pursuant to the Retail Offer;
"Settlement Date" the date the settlement of transactions in the Placing Shares following
Admission will take place within the CREST system (subject to certain
exceptions) which is expected to occur on 9 February 2026;
"Shareholders" holders of the Ordinary Shares from time to time;
"Singer Capital Markets" Singer Capital Markets Securities Limited a limited liability company
incorporated in England and Wales with registered number 07997006, the
Company's joint bookrunner;
"sterling" or "£" pounds sterling, the lawful currency of the United Kingdom;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"UK MAR" assimilated Regulation (EU) No 596/2014 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires.
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