REG - Gelion PLC - Proposed Placing, Subscription & Retail Offer

GelionAnnouncement

17/04/2025 07:05

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RNS Number : 4386F  Gelion PLC  17 April 2025

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, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER
DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW SHARES OF GELION PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.

CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN
IN THE SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.

17 April 2025

Gelion plc
("Gelion" or the "Company")

Proposed Placing, Subscription & Retail Offer

Gelion plc (AIM: GELN), the global energy storage innovator, announces an
equity fundraising of up to £2.1 million (before expenses) by way of the
issue of up to 23,392,102 New Shares. The proposed Fundraising comprises a
Placing of approximately 8,487,777 Placing Shares, a Subscription of
12,777,771 Subscription Shares, and a Retail Offer of up to 2,126,554 Retail
Offer Shares, each at an Issue Price of 9 pence per New Share.

In addition to the Placing and Subscription, the Company intends to provide
existing Shareholders, who have not taken part in the Placing or Subscription,
with the opportunity to subscribe for up to 2,126,554 Retail Offer Shares at
the Issue Price to raise up to £0.19 million (before fees and expenses) by
way of the Retail Offer to be conducted on the Bookbuild Platform. A separate
announcement will be made in due course regarding the Retail Offer and its
terms. The Placing and Subscription are not conditional upon the Retail Offer.
For the avoidance of doubt, the Retail Offer is not part of the Placing or the
Subscription.

Highlights of the Fundraising

·       Placing with new and existing institutional and other investors
to raise gross proceeds of approximately £0.76 million.

·     In addition to the Placing, there will be a Subscription from
certain investors to raise gross proceeds of approximately £1.15  million.
Steve Mahon, Graham Cooley, Thomas Maschmeyer, Michael Davie, John Wood and
certain other employees of the Company intend to participate in the
Subscription for, in aggregate, £0.34 million.

·      Proposed Retail Offer to raise up to £0.19 million, via the
Bookbuild Platform, for which a separate announcement will be made shortly.

·      The Issue Price represents a discount of approximately 12.2% to the
closing mid-market price of an Ordinary Share of 10.25 pence on 16 April 2025
(being the latest practicable date prior to the release of this Announcement).

·      The net proceeds of the Fundraising will be used to advance the
Company's strategic partnership with the Max Planck Institute, business
development workstreams, establishing corporate collaboration, expansion of
the Company's Integration Solutions business and for general working capital
purposes.

·      The Fundraising is conditional, inter alia, upon approval of the
Resolutions to be proposed to Shareholders at the General
Meeting. The Circular convening the General Meeting will be sent to
shareholders in due course.

·     Appointment of Allenby Capital Limited as the Company's Joint Broker,
working alongside Oberon Capital, with immediate effect.

John Wood, CEO of Gelion, said: "We are grateful that the significant progress
we have made over recent months has been recognised by new and existing
investors willing to support our continued growth. As a team, we are
determined to leverage our outstanding technology, excellent people and
increasing industry recognition to advance sulfur battery technology as the
new global standard in renewable energy storage. Recent testing suggests that,
coupled with the Max Planck Institute, our technology can match and exceed the
minimum performance required to be compelling for a wide range of important
industry applications, particularly given the high-rate charge/discharge and
cycle-life performance being achieved. We are encouraged that together we are
setting about to overcome historical hurdles and create a lithium-sulfur
battery that is capable of broad commercial application. Our next job is to
maximise the strong foundation we have created and prove the real-world
applicability of our technology while attracting commercial partners who can
bring our mission to life."

The Placing

The Placing will be effected by way of an accelerated bookbuild, which will be
launched immediately following this Announcement, in accordance with the
terms and conditions set out in the Appendix to this Announcement, and will
be available to new and existing eligible institutional investors. Members of
the public are not eligible to take part in the Placing.

A placing agreement has been entered into between the Company, Oberon and
Allenby in connection with the Placing. Further details on the Placing, which
is subject to the terms and conditions set out in the Appendix to this
Announcement, are set out below.

Whilst the Company has already conducted a focused marketing exercise amongst
certain Shareholders and other investors, and the Company is pleased with the
level of indicative support received to date, there can be no certainty at
this time that the Placing will be successful.

The timing for the close of the accelerated bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Oberon and Allenby, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Oberon and Allenby and the Company
at the close of the accelerated bookbuild. The result of the Placing will be
announced as soon as practicable thereafter. The Placing is not being
underwritten.

Strand Hanson is acting as nominated adviser in connection with the Placing.
Oberon and Allenby are acting as joint bookrunners in connection with the
Placing.

Further information on the Fundraising, including the expected timetable of
principal events, is set out below. This Announcement should be read in its
entirety.

CONTACTS

 Gelion plc                                                     via Alma
 John Wood, CEO

Amit Gupta, CFO

 Prof. Thomas Maschmeyer (Founder and Director)
 Strand Hanson Limited (Nominated and Financial Adviser)        +44 (0) 20 7409 3494

Christopher Raggett / Rob Patrick
 Oberon Capital (Joint Broker)                                  +44 (0) 20 3179 5300
 Nick Lovering / Mike Seabrook / Adam Pollock
 Allenby Capital Limited (Joint Broker)                         +44 (0) 20 3328 5656

 Jos Pinnington / Guy McDougall (Sales and Corporate Broking)

 Alex Brearley / Ashur Joseph (Corporate Finance)
 Alma Strategic Communications (Financial PR)                   +44 (0) 20 3405 0205

Justine James / Hannah Campbell / Will Ellis Hancock          gelion@almastrategic.com (mailto:gelion@almastrategic.com)

Background to and reasons for the Fundraising

Over the past 12 months, the Company has advanced its technology platform and
refined its business model, with the aim of enhancing its industry relevance
and positioning Gelion as a strategic partner for potential supply chain
collaborations.  In particular, the Company has made significant advancements
since December 2024, the time of its last equity fundraise, including:

·      demonstrating that its proprietary Gen 3 Sulfur Cathode material
is viable to be paired with solid state electrolyte material toward full
solid-state applications, meaning the Company has a technology with the
potential to complement and establish a significant market presence alongside
traditional Li-ion cathode chemistries 1 ;

·      being awarded three patents in the US in relation to the Group's
core Lithium-Sulfur technology, alongside the acceptance of one of its
recycling patent applications by the US Patent and Trademark Office (USPTO),
further strengthening and protecting the Group's intellectual property
portfolio 2 ;

·      an additional 7.6% (£0.5 million) of cost savings building on
the c. £1.1 million in savings realised over the last 18 months, bringing
the total estimated decrease in costs to 21% from the FY23 costs and securing
a further £100,000 grant for Phase 2, plus a £75,000 booster grant for
the Recycling business;

·      entering into a strategic partnership with the prestigious Max
Planck Institute (MPI), allowing Gelion to leverage the institute's
breakthrough in next-generation Sulfur batteries, accelerating Gelion's
pathway to commercialisation 3 . As part of these arrangements, the Company
has also appointed renowned chemical scientist, Professor Dr. Dr. h.c. Markus
Antonietti, as Technology Adviser;

·      successfully integrating MPI's technology into sodium-sulfur coin
cells, the industry standard platform for battery testing with exceptional
results. These include high power (fast charge - 6-minute charge and 6-minute
discharge cycles) and evidence to support MPI testing which achieved over
1,000 charge/discharge cycles with industry-standard capacity retention under
one-hour charge and one-hour discharge cycles. These outcomes suggest that the
combined Gelion and MPI technology has the potential to overcome the key
challenges that have historically hindered the commercialisation of
sulfur-based batteries;

·      agreed the terms of a Materials Testing Agreement (MTA) with a
tier-one battery manufacturer and expects to announce the execution shortly.
This agreement underscores the recognition of Gelion's innovative technology
by a leading industry player and represents a crucial step towards large-scale
adoption of our sulfur battery solutions; and

·      completing factory acceptance testing for the 4MWh battery energy
storage systems provided to Group Energy Pty Ltd (part of the larger Borg
Group), allowing for recognition of c. £780,000 of revenue by April/early May
2025, representing 80% of the order value, with the balance to be recognised
on successful commissioning expected to occur in June 2025 4 .

 

This latter development, in conjunction with the stringent cost-cutting
measures as set out in the announcement of the Company's interim results to 31
December 2024 on 19 March 2025, mean that the Directors expect to report
revenue of £2.77 million for the financial year ending 30 June 2025 (a 34.7%
increase since FY23 and 39.1% since FY24) and total adjusted operating
expenditure(5) of £6.36 million (a decrease of 20.4% since FY23 and 6.6%
since FY24). This is expected to result in a narrowing of the Adjusted
EBITDA 5  loss for the financial year ending 30 June 2025 to £4.28 million,
an improvement of 27.8% on FY23 and 11.2% on FY24.

All of these achievements sit alongside Gelion's existing base of scientific
excellence, which has provided the Company with a solid platform from which to
pursue the Lithium-Sulfur and Sodium-Sulfur battery space. Indeed, the Company
currently benefits from over 220 global IP protections across the battery
technology supply chain, facilities in Australia (National Innovation Centre)
and the UK (GSK Carbon Neutral Labs), and a highly experienced and dedicated
team.

The Directors therefore believe that the Company is well-positioned to become
a solutions provider of significant influence in the Sulfur battery materials
space. The Directors believe that Sulfur is the only geographically agnostic
battery cathode material combining relatively low cost with natural abundance.
Gelion's current technology supports multiple anode chemistries, including
lithium-metal, silicon, and solid-state, while the collaboration with MPI
further enables compatibility with sodium anodes. Sodium, like sulfur, is also
a geographically agnostic, low-cost, and abundant material. Together, these
features position the Gelion platform strongly for future scalability. As
global demand for energy storage continues to grow, the Board considers that
this chemistry has the potential to become the battery technology of choice.

Figure 1: Sulfur is considered by the Directors to be the only geographically
agnostic battery cathode material

Figure 1 Notes:

1 - Intercalation Station Battery Component Report, February 2025.

2 - Projected cost at GWh p.a. scale production, Faraday Institution, Faraday
Insights - Issue 8, July 2020.

 

Gelion's technology allows it to position itself at the heart of this growing
industry sub-sector. Alongside Sulfur cathodes' natural qualities of being
lightweight, low-cost, abundant and environmentally friendly, Gelion's
breakthroughs also allow them to have high power (fast charge) and have
long-lasting applications (high cycle-life).

Figure 2: Comparison of power and cycle-life attributes for different battery
types

Figure 2 Notes:

1 - Nature Energy 2018, 267; Journal of Materials Chemistry A 2015, 6709.

2 - Batterydesign.net.

3 - Ampace Technology.

4 - Chemical Engineering Journal volume 484, March 2024, 149610.

5 - See the Company's RNS announcement dated 12 February 2025.

 

Gelion expects to leverage these advantages by pursuing a capital light
commercial model, thereby maximising adoption and net margin. Gelion is not a
battery manufacturer; instead, the Company intends to sell materials directly
to cell makers, licence its technology to cell manufacturers and toll
manufacturing, whilst maintaining the Gelion Integration Solutions business
unit to continue to generate revenues and margin (as evidenced above).

These technological and commercial advancements, as well as the business
model, have led to a noticeable strengthening of relationships with customers
and supply chain partners across Australia, Asia, Europe, the UK and the US.

Figure 3:

Figure 3 Notes:

1 - Financial statistics were obtained from company income statements. Due to
NDAs, specific references cannot be provided.

2 - Grant is subject to Gelion securing the co-funding and meeting milestones
set out in the agreement.

 

The Company is encouraged by its ongoing discussions with major industry
participants and is seeking to leverage these to secure strategic investment
in the medium term. The Board is confident that the net proceeds of the
Fundraising will provide sufficient working capital to allow the Company to
progress and conclude these strategic investment negotiations satisfactorily
within the next six months. However, there can of course be no certainty that
such a transaction will materialise, or that it will be offered on terms that
are acceptable to the Company.

In the meantime, the Company has agreed terms for a R&D credit facility of
approximately £0.7 million, reflecting Gelion's R&D spend between July
2024 and February 2025; however, it has not executed this agreement as at the
date of this Announcement.

However, the Board is conscious that its current forecasted costs over the
next 12 months are in excess of its cash position as enhanced by the
Fundraising. The Board therefore continues to seek additional, alternative
funding sources, including proposed strategic investments through equity or
debt, including seeking independent investment in incubated business units.
Notwithstanding, the Company had cash resources of approximately £1.88
million as at 31 March 2025, which will increase to approximately £3.64 upon
receipt of the net proceeds of the Placing and Subscription. It is expected
that this latter sum will be sufficient until approximately January 2026.

As set out in the Company's interim report to 31 December 2024, announced on
19 March 2025, the Company has stated a requirement to raise additional funds
by June 2025. Accordingly, in the event that the Fundraising does not
complete, the Company would need to seek urgent alternative sources of
funding. There can be no guarantee that the Company would be able to procure
alternative sources of potential funding, which may or may not be on similar
commercial terms to the Fundraising, and may not be obtainable on a timely
basis, or at all. Should the Fundraising not complete and alternative sources
of capital not be obtained, the Directors expect to engage appropriate
advisers to assess its financial position with regard to its solvency status.
At present, the Directors consider that the Fundraising represents the only
viable opportunity to raise the capital required, given the state of the
global financial markets and the Company's inability to secure asset-backed
lending.

Use of proceeds

The expected application of net funds received by the Company pursuant to the
Fundraising is summarised as follows:

·      Scale-up of materials under the Company's strategic partnership
with the Max Planck Institute

·      Business development workstreams

·      Establishing corporate collaboration

·      Expansion of the Company's Integration Solutions business

·      General working capital purposes

 

Admission

Application will be made for the New Shares to be issued pursuant to the
Fundraising to be admitted to trading on AIM, which is expected to take place
on or around 8.00 a.m. on 8 May 2025 (or such later date as the Company,
Oberon, Allenby and Strand Hanson may agree, but in any event not later than
8.00 a.m. on 22 May 2025).

Expected Timetable of Principal Events

                                                                                2025
 Announcement of the Fundraising                                                17 April
 Announcement of the results of the Placing                                     17 April
 Announcement of the results of the Retail Offer                                23 April
 Publication of the Circular                                                    17 April
 General Meeting                                                                10.00 a.m. on 6 May
 Announcement of the result of the General Meeting                              6 May
 Admission of the New Shares to trading on AIM and commencement of dealings     8.00 a.m. on 8 May
 CREST accounts to be credited for the New Shares to be held in uncertificated  8 May
 form
 Dispatch of definitive share certificates for New Shares to be held in         within 10 working days of applicable Admission
 certificated form

 

Notes:

Unless otherwise indicated, all times stated are London times.

Each of the above times/dates is subject to change at the absolute discretion
of the Company, Strand Hanson, Allenby and Oberon.

 

IMPORTANT NOTICES

 

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

 

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

 

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).

 

No public offering of the Placing Shares is being made in Australia, Canada,
South Africa or Japan or elsewhere.

 

No action has been taken by the Company, Allenby Capital Limited ("Allenby"),
Oberon Investments Limited, trading as Oberon Capital, (("Oberon"); and
together with Allenby, the "Joint Bookrunners" and each a "Joint Bookrunner")
or any of their respective affiliates, agents, directors, officers or
employees (collectively, "Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions contained
in this Announcement. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any action.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.

 

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

 

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company and the Joint Bookrunners expressly
disclaims any obligation or undertaking to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise unless required to do so by applicable law or regulation.

 

Allenby Capital Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as joint broker and joint bookrunner exclusively for
the Company and no one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement) as a client
in relation to the Placing and will not be responsible to anyone other than
the Company in connection with  the Placing or for providing the protections
afforded to their clients or for giving advice in relation to the Placing or
any other matter referred to in this Announcement. No representation or
warranty, express or implied, is made by Allenby as to, and no liability
whatsoever is accepted by Allenby in respect of, any of the contents of this
Announcement (without limiting the statutory rights of any person to whom this
Announcement is issued).

 

Oberon Investments Limited, trading as Oberon Capital, which is authorised and
regulated by the FCA in the United Kingdom, is acting as joint broker and
joint bookrunner exclusively for the Company and no one else in connection
with the Placing and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing and
will not be responsible to anyone other than the Company in connection with
the Placing or for providing the protections afforded to their clients or for
giving advice in relation to the Placing or any other matter referred to in
this Announcement. No representation or warranty, express or implied, is made
by Oberon as to, and no liability whatsoever is accepted by Oberon in respect
of, any of the contents of this Announcement (without limiting the statutory
rights of any person to whom this Announcement is issued).

 

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of the Joint Bookrunners (apart from the
responsibilities or liabilities that may be imposed by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder) and/or by any of its affiliates and/or any of their
Representatives as to, or in relation to, the accuracy, adequacy, fairness or
completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be made by or
on behalf of the Joint Bookrunners and/or any of their affiliates and/or by
any of their Representatives in connection with the Company, the Placing
Shares or the Placing and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by the Joint
Bookrunners and/or any of their affiliates and/or any of their Representatives
as to the accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.

 

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

 

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial periods would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

 

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

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

 

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

 

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

 

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

 

Appendix - Terms and Conditions of the Placing

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE
TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR
INFORMATION ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN
ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B)
FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA,
"QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THE
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
INVESTMENT IN PLACING SHARES.

THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE 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 IN THE UNITED STATES. THE
PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE 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 THE PLACING SHARES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.

The distribution of the Terms and Conditions and/or the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law.  No
action has been taken by the Company, Allenby Capital Limited ("Allenby"),
Oberon Investments Limited, trading as Oberon Capital,  ("Oberon"; and
together with Allenby, the "Joint Bookrunners" and each a "Joint Bookrunner")
or any of their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or possession or
distribution of the Terms and Conditions or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required.  Persons into whose possession these Terms and
Conditions come are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.

The Terms and Conditions or any part of them are for information purposes only
and do 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 (including its territories and possessions, any state of
the United States and the District of Columbia), 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 Placing Shares is being made in
any such jurisdiction.

In the United Kingdom, the Terms and Conditions are being directed solely at
persons in circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not apply.

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 these Terms and Conditions, the Announcement or the Circular.  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 for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which such
offer, sale, re-sale or delivery would be unlawful.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements 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 MiFID II (as defined below)); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(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 offer. Furthermore, it
is noted that, notwithstanding the UK 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 UK Target
Market Assessment does not constitute an assessment of suitability or
appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook, or 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"); Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process which has determined that 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 offer. 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 an assessment of suitability or
appropriateness for the purposes of MiFID II, or 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.

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

The Terms and Conditions should be read in their entirety.

Introduction

These Terms and Conditions apply to persons making an offer to acquire Placing
Shares under the Placing. Each Placee which confirms its agreement to the
relevant Joint Bookrunner to subscribe for Placing Shares under the Placing
hereby agrees with the Joint Bookrunners and the Company that it will be bound
by these Terms and Conditions and will be deemed to have accepted them.

The Company and the Joint Bookrunners may require any Placee to agree to such
further terms and/or conditions and/or give such additional warranties and/or
representations as they (in their absolute discretion) see fit and/or may
require any such Placee to execute a separate placing letter.

By participating in the Placing (such participation to be confirmed in and
evidenced by either (i) a recorded telephone conversation or (ii) email
correspondence, in either case between representatives of the relevant Joint
Bookrunner and the relevant Placee (a "Recorded Commitment")), each Placee
will be deemed to have read and understood these Terms and Conditions in their
entirety, to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in these Terms and Conditions, and
to be irrevocably offering to participate and acquire Placing Shares on these
Terms and Conditions.  Such offer shall be deemed to be accepted, and a
Placee shall become bound to acquire Placing Shares, when the relevant Joint
Bookrunner confirms to such Placee its allocation of Placing Shares.  Upon
being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price.

Each Placee irrevocably represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to the Company and the Joint Bookrunners
that:

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

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

3.         it understands (or if acting for the account of another
person, such person has confirmed that such person understands) and agrees to
comply with the resale and transfer restrictions set out in these Terms and
Conditions; and

4.         except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and any account
referred to in paragraph 2 above) is outside the United States acquiring the
Placing Shares in offshore transactions as defined in and in accordance with
Regulation S under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published.  No prospectus or
other offering document has been or will be submitted to be approved by (i)
the Financial Conduct Authority ("FCA") or (ii) any competent authority of any
Relevant Member State, in relation to the Placing or the Placing Shares and
Placees' commitments will be made solely on the basis of the information
contained in this Announcement and any information publicly announced through
a Regulatory Information Service (as defined in the AIM Rules for Companies
(the "AIM Rules")) by or on behalf of the Company on or prior to the date of
these Terms and Conditions (the "Publicly Available Information") and subject
to any further terms set forth in writing in any contract note sent to an
individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Joint Bookrunners or the Company or any other person and
neither of the Joint Bookrunners, the Company nor any other person acting on
such person's behalf nor any of their respective affiliates has or shall have
any liability for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement.  Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing.  No Placee should consider any information in
this Announcement or these Terms and Conditions to be legal, tax, business or
other advice.  Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

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, each of the Joint Bookrunners as agent for and on behalf of
the Company, have agreed severally, and not jointly or jointly and severally,
to use their reasonable endeavours to procure Placees for the Placing Shares
at the Issue Price. The Placing is not being underwritten by either of the
Joint Bookrunners

The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid in respect of such Ordinary Shares after the date of issue of the
Placing Shares.

Application for admission to trading

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

It is expected that Admission will take place on the Admission Date and that
dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1.             Allenby is acting as joint broker and joint
bookrunner to the Placing, as agent for and on behalf of the Company.

2.             Oberon is acting as joint broker and joint
bookrunner to the Placing, as agent for and on behalf of the Company.

3.             Participation in the Placing is by invitation only
and will only be available to persons who may lawfully be, and are, invited by
a Joint Bookrunner to participate. The Joint Bookrunners and any of their
affiliates are entitled to participate in the Placing as principal.

4.             Each Placee's allocation will be confirmed to
Placees orally, or in writing (which can include email), by the relevant Joint
Bookrunner and a trade confirmation or contract note will be dispatched as
soon as possible thereafter. The relevant Joint Bookrunner's oral or written
confirmation will give rise to an irrevocable, legally binding commitment by
that Placee, in favour of the Joint Bookrunners and the Company, under which
it agrees to acquire by subscription the number of Placing Shares allocated to
it at the Issue Price and otherwise on these Terms and Conditions.  Except
with the consent of the relevant Joint Bookrunner, such commitment will not be
capable of variation or revocation.

5.             The Issue Price is payable to the relevant Joint
Bookrunner (as agent for the Company) by all Placees.

6.             Each Placee's allocation and whether such Placee
participates in the Placing will be determined by the relevant Joint
Bookrunner in its reasonable discretion following consultation with the
Company and will be confirmed by the relevant Joint Bookrunner.

7.             Each Placee's commitment will be confirmed in and
evidenced by a Recorded Commitment. These Terms and Conditions will be deemed
incorporated into the contract which is entered into by way of a Recorded
Commitment and will be legally binding on the relevant Placee(s) on behalf of
whom the commitment is made with effect from the end of the Recorded
Commitment and, except with the relevant Joint Bookrunner's prior written
consent, will not be capable of variation or revocation after such time.
Without prejudice to the foregoing, a contract note recording each Placee's
commitment will be sent to them following the Recorded Commitment. These Terms
and Conditions shall be deemed incorporated into any such contract note.

8.             Each Placee will confirm the maximum number of
Placing Shares it is willing to acquire in a Recorded Commitment. Once they
have made a Recorded Commitment, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as
agent for the Company), to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Shares such Placee has agreed to acquire.

9.             The Joint Bookrunners reserve the right to scale
back the number of Placing Shares to be subscribed by any Placee in the event
that the Placing is oversubscribed. The Joint Bookrunners also reserve the
right not to accept offers to subscribe for Placing Shares or to accept such
offers in part rather than in whole. The acceptance and, if applicable,
scaling back of offers shall be at the absolute discretion of the Joint
Bookrunners.

10.           Any Placees who are existing shareholders of the
Company undertake that they shall vote in favour of each of the Resolutions to
be proposed at the General Meeting.

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

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

13.           All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions of the
Placing" and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing".

14.           By participating in the Placing, 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.

15.           To the fullest extent permissible by law and
applicable FCA rules, neither:

(a)           of the Joint Bookrunners; nor

(b)           any of the Joint Bookrunner's affiliates, agents,
advisers, directors, officers, consultants or employees; nor

(c)            to the extent not contained within (a) or (b), any
person connected with either of the Joint Bookrunners as defined in the FSMA
((b) and (c) being together "affiliates" and individually an "affiliate" of
each of the Joint Bookrunners),

shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise.  In particular, neither of the Joint Bookrunners
nor any of their respective affiliates shall have any liability (including, to
the extent permissible by law, any fiduciary duties) in respect of their
conduct of the Placing or of such alternative method of effecting the Placing
as the Joint Bookrunners and the Company may agree.

Registration and settlement

By participating in the Placing, each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed
as directed by the relevant Joint Bookrunner in accordance with either the
standing CREST or certificated settlement instructions which they have in
place with the relevant Joint Bookrunner.

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. Settlement
through CREST will be on a delivery versus payment basis ("DVP") unless
otherwise notified by the Joint Bookrunners and is expected to occur on the
Admission Settlement Date.

However, 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 (or any of
them) should be issued in certificated form.  Each of the Joint Bookrunners
reserves the right to require settlement for any of the Placing Shares, and to
deliver any of the Placing Shares to any Placees, by such other means as they
deem necessary if delivery or settlement to any Placee is not practicable
within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or
before the due date in accordance with the arrangements set out above, in
respect of either CREST or certificated deliveries, at the rate of 3
percentage points above prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of their Placing Shares
on their behalf and retain from the proceeds, for the Company's own account
and benefit, an amount equal to the aggregate amount owed by the Placee plus
any interest due. The relevant Placee will, however, remain liable for any
shortfall below the Issue Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, any relevant contract note is copied
and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to United Kingdom
stamp duty or stamp duty reserve tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.

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 are, and
the Placing of the Placing Shares is, conditional upon, inter alia:

(a)           the Resolutions being passed, without amendments, at
the General Meeting;

(b)           the warranties and undertakings contained in the
Placing Agreement ("Warranties") being, in all material respects, true,
accurate and not misleading when made on the date of the Placing Agreement and
at Admission by reference to the facts and circumstances subsisting at that
time;

(c)            the Joint Bookrunners not having exercised their
rights to terminate the Placing Agreement; and

(d)           Admission having occurred on or before 8.00 am on the
Admission Date.

All conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement are together referred to in these Terms and Conditions as
the "conditions".

If any of the conditions is not fulfilled or, where permitted, waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and the Joint Bookrunners may agree), or
the Placing Agreement is terminated in accordance with its terms, the Placing
(or such part of it as may then remain to be completed) will lapse and the
Placee's rights and obligations shall cease and terminate at such time 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.

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

The Joint Bookrunners may, in their absolute discretion and upon such terms as
it thinks fit, waive fulfilment of all or any of the conditions in the Placing
Agreement which are capable of waiver, in whole or in part, or extend the time
provided for fulfilment of one or more conditions, save that certain
conditions (including the condition relating to Admission referred to in
paragraph (d) above) may not be waived.  Any such extension or waiver will
not affect Placees' commitments as set out in these Terms and Conditions.

The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, details of which are set out below.

Neither of the Joint Bookrunners nor any of their affiliates, agents,
advisers, directors, officers or employees nor the Company 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 any of them may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing (or any part thereof) nor for any decision any
of them may make as to the satisfaction of any condition or in respect of the
Placing generally (or any part thereof) 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

Either of the Joint Bookrunners may, in their absolute discretion, by notice
to the Company, terminate the Placing Agreement at any time up to Admission
if, inter alia:

(a)           any statement contained in the Announcement, the
investor presentation relating to the Fundraising or the Circular (the
"Placing Documents") has become or been discovered to be untrue, incorrect or
misleading in any material respect, or there is a material mistake or
inaccuracy in the Placing Documents, or any matter has arisen which would, if
the Placing Documents were issued at that time, constitute a material omission
from the Placing Documents or any of them or there arises any material new
factor, mistake or inaccuracy relating to the information in the Placing
Documents;

(b)           any of the Warranties was untrue, inaccurate or
misleading in any material respect when made and/or that any of the Warranties
has ceased to be true or accurate or has become misleading in any material
respect at any time prior to Admission, in each case by reference to the facts
and circumstances subsisting at that time;

(c)            any matter has arisen giving an entitlement on the
part of any indemnified person to make a claim under the indemnity contained
in the Placing Agreement in any material respect;

(d)           the Company has not complied or cannot comply with any
of its obligations under the Placing Agreement or otherwise relating to the
Placing (to the extent that such obligations fall due to be undertaken prior
to Admission) and which is material in the context of the Company, the Placing
Agreement or the Fundraising; or

(e)           there has been a force majeure event which in the
opinion of the relevant Joint Bookrunner, is, will or may be materially
prejudicial to the Company or to the successful outcome of the Placing.

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 these Terms and Conditions shall cease and terminate at such time and no
claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or either of the Joint
Bookrunners of any right of termination or any other right or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Company or the Joint Bookrunners or for agreement between the Company and the
Joint Bookrunners (as the case may be) and that neither the Company nor either
of the Joint Bookrunners need make any reference to such Placee and that
neither of the Company, the Joint Bookrunners nor any of their respective
affiliates, agents, advisers, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on behalf of a
Placee or otherwise) whatsoever in connection with any such exercise.

By agreeing with the relevant Joint Bookrunner, as agent of the Company, to
subscribe for Placing Shares under the Placing, a Placee (and any person
acting on a Placee's behalf) will irrevocably acknowledge and confirm and
warrant and undertake to, and agree with, each of the Company and the Joint
Bookrunners, in each case as a fundamental term of such Placee's application
for Placing Shares and of the Company's obligation to allot and/or issue any
Placing Shares to it or at its direction, that its rights and obligations in
respect of the Placing (or any part of it) will terminate only in the
circumstances described above and under the "Conditions of the Placing"
section above and will not be capable of rescission or termination by it in
any other circumstances.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and
agrees with each of the Joint Bookrunners (for itself and for any such
prospective Placee) that (save where the Joint Bookrunners expressly agree in
writing to the contrary):

1.             it has read and understood these Terms and
Conditions in their entirety and that its acquisition of the Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on, and will not
rely on, any information given or any representations, warranties or
statements made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares or otherwise, other than the
information contained in this Announcement and the Publicly Available
Information;

2.             it has not received a prospectus or other offering
document in connection with the Placing and acknowledges that no prospectus or
other offering document:

(a)           is required under any applicable law; and

(b)           has been or will be prepared in connection with the
Placing,

and, in particular, that the Subscription and Retail Offer referred to in the
Announcement and the Circular relating thereto are separate from the Placing
and do not form part of any offer or agreement concerning the Placing and/or
any Placing Shares;

3.             the Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;

4.             it has made its own assessment of the Placing
Shares and the terms of the Placing and has relied on its own investigation of
the business, financial position and other aspects of the Company in accepting
a participation in the Placing and neither of the Joint Bookrunners nor the
Company nor any of their respective affiliates, agents, advisers, directors,
officers or employees nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company or any other person other than the information in the
Announcement and these Terms and Conditions or the Publicly Available
Information; nor has it requested from the Joint Bookrunners, the Company, any
of their respective affiliates, agents, advisers, directors, employees or
officers or any person acting on behalf of any of them to provide it with any
such information;

5.             neither of the Joint Bookrunners nor any person
acting on behalf of them nor any of their respective affiliates, agents,
directors, officers or employees has or shall have any liability for any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in the Terms and Conditions excludes the liability of
any person for any fraudulent misrepresentation made by that person;

6.

(a)           the only information which it is entitled to rely on
and on which it has relied in committing to acquire the Placing Shares is
contained in this Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement and the Publicly Available Information;

(b)           neither of the Joint Bookrunner's nor any of their
affiliates, agents, directors, officers or employees have made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Placing Documents or the Publicly Available Information;

(c)            it has conducted its own investigation of the
Company, the Placing and the Placing Shares, satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placing; and

(d)           it has not relied on any investigation that the Joint
Bookrunners or any person acting on their behalf may have conducted with
respect to the Company, the Placing or the Placing Shares;

7.             the content of the Announcement and the other
Publicly Available Information as well as any information made available (in
written or oral form) in presentations or as part of roadshow discussions with
investors relating to the Company (the "Information") has been prepared by and
is exclusively the responsibility of the Company and that neither the Joint
Bookrunners nor any persons acting on their behalf are responsible for or has
or shall have any liability for any such Information, representation, warranty
or statement relating to the Company contained therein nor will they be liable
for any Placee's decision to participate in the Placing based on any
Information or any representation, warranty or statement contained therein or
otherwise.  Nothing in these Terms and Conditions shall exclude any liability
of any person for fraudulent misrepresentation;

8.             it has the funds available to pay for the Placing
Shares which it has agreed to acquire and acknowledges and agrees that it will
pay the total subscription amount in accordance with these Terms and
Conditions by the due time and date set out herein, failing which the relevant
Placing Shares may be placed with other Placees or sold at such price as the
Joint Bookrunners determine;

9.             it and/or each person on whose behalf it is
participating:

(a)           is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;

(b)           has fully observed such laws and regulations;

(c)            has capacity and authority and is entitled to enter
into and perform its obligations as an acquirer of Placing Shares and will
honour such obligations; and

(d)           has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in these Terms and Conditions) under those laws or otherwise
and complied with all necessary formalities to enable it to enter into the
transactions contemplated hereby and to perform its obligations in relation
thereto and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;

10.           in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Regulation 5(1) of the
Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:

(a)           the Placing Shares acquired by it in the Placing have
not been acquired on behalf of, nor have they been acquired with a view to
their offer or resale in circumstances where either the Prospectus Regulation
or the UK Prospectus Regulation applies to, persons in any Relevant Member
State or in the UK other than Qualified Investors (as defined under the
Prospectus Regulation or the UK Prospectus Regulation respectively) in
circumstances in which the prior consent of the Joint Bookrunners has not been
given to the offer or resale; or

(b)           where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA or in the UK other than EU or
UK Qualified Investors (as defined under the Prospectus Regulation or the UK
Prospectus Regulation respectively), the offer of those Placing Shares to it
is not treated under the Prospectus Regulation or the EU Prospectus Regulation
as having been made to such persons;

11.           it is not, and any person who it is acting on behalf
of is not, and at the time the Placing Shares are acquired will not be, a
resident of, or have an address in, or be subject to the laws of, Australia,
Canada, the Republic of South Africa or Japan, and it acknowledges and agrees
that the Placing Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Canada, the Republic
of South Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;

12.           it and the beneficial owner of the Placing Shares is,
and at the time the Placing Shares are acquired will be, outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;

13.           it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act and may not be offered,
sold or resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;

14.           it (and any account for which it is purchasing) is not
acquiring the Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;

15.           it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except:

(a)           in an offshore transaction in accordance with Rules
903 or 904 of Regulation S under the Securities Act; or

(b)           pursuant to another exemption from registration under
the Securities Act, if available,

and in each case in accordance with all applicable securities laws of the
states of the United States and all other applicable jurisdictions;

16.           no representation has been made as to the availability
of the exemption provided by Rule 144, Rule 144A or any other exemption under
the Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;

17.           it understands that the Placing Shares are expected to
be issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares will, to
the extent they are delivered in certificated form, bear a legend to the
following effect unless agreed otherwise with the Company and the Joint
Bookrunners:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN, INTO
OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S
SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.  EACH HOLDER, BY
ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO
THE FOREGOING RESTRICTIONS";

18.           it is not taking up the Placing Shares as a result of
any "general solicitation" or "general advertising" efforts (as those terms
are defined in the Securities Act) or any "directed selling efforts" (as such
term is defined in Regulation S under the Securities Act);

19.           it will not distribute, forward, transfer or otherwise
transmit these Terms and Conditions and/or the Announcement or any part of
them, or any other presentational or other materials concerning the Placing in
or into or from the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;

20.           neither the Joint Bookrunners, nor their affiliates or
any person acting on behalf of any of them is making any recommendations to it
or advising it regarding the suitability of any transactions it may enter into
in connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either of the Joint
Bookrunners and that neither Joint Bookrunner has any duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;

21.           it will make payment to the relevant Joint Bookrunner
for the Placing Shares allocated to it in accordance with these Terms and
Conditions on or by the specified time (being the Admission Settlement Date),
failing which the relevant Placing Shares may be placed with others on such
terms as the Joint Bookrunners determine in their absolute discretion 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 these Terms and Conditions) which may arise upon the sale of such
Placee's Placing Shares on its behalf;

22.           its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares which it will be entitled, and
required, to subscribe for, and that the relevant Joint Bookrunner may call
upon it to subscribe for a lower number of Placing Shares (if any), but in no
event in aggregate more than the aforementioned maximum;

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

24.           the person who it specifies for registration as holder
of the Placing Shares will be:

(a)           the Placee; or

(b)           a nominee of the Placee, as the case may be;

25.           neither of the Joint Bookrunners or the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax
payable on the acquisition of the Placing Shares.  Each Placee and any person
acting on behalf of such Placee agrees to acquire Placing Shares pursuant to
the Placing and agrees to indemnify the Company and each of the Joint
Bookrunners in respect of the same on the basis that the Placing Shares will
be allotted to a CREST stock account of either of the Joint Bookrunners or
transferred to a CREST stock account of either of the Joint Bookrunners who
will hold them as nominee on behalf of the Placee until settlement in
accordance with its standing settlement instructions with it;

26.           the allocation, allotment, issue and delivery to it,
or the person specified by it for registration as holder, of Placing Shares
will not give rise to a stamp duty or stamp duty reserve tax liability under
(or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and that it, or
the person specified by it for registration as holder of Placing Shares, is
not participating in the Placing as nominee or agent for any person or persons
to whom the allocation, allotment, issue or delivery of Placing Shares would
give rise to such a liability;

27.           it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its ordinary
shares in accordance with the Disclosure Guidance and Transparency Rules
published by the FCA;

28.           as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and Mergers) with any
other person in relation to the Company, save as previously disclosed to the
Joint Bookrunners;

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

30.           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;

31.           it has only communicated or caused to be communicated
and it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that neither these Terms and
Conditions nor the Announcement has not been approved by either of the Joint
Bookrunners in their capacity as an authorised person under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised person;

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

33.           the Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, any person save in
circumstances in which the express prior written consent of the Joint
Bookrunners has been given to the offer or resale;

34.           if it has received any inside information (for the
purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing, it has not:

(a)           dealt (or attempted to deal) in the securities of the
Company;

(b)           encouraged, recommended or induced another person to
deal in the securities of the Company; or

(c)            unlawfully disclosed such information to any person,
prior to the information being made publicly available;

35.           neither of the Joint Bookrunners, the Company nor any
of their respective affiliates, agents, advisers, directors, officers or
employees nor any person acting on behalf of the Joint Bookrunners or their
affiliates, agents, advisers, directors, officers or employees nor any person
acting on behalf of any of them is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any representations, warranties, acknowledgements,
agreements, undertakings, or indemnities contained in the Placing Agreement
nor the exercise or performance of any of the Joint Bookrunner's rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;

36.           the Joint Bookrunners and their affiliates, acting as
an investor for its or their own account(s), may bid or subscribe for and/or
purchase Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Placing Shares,
any other securities of the Company or other related investments in connection
with the Placing or otherwise.  Accordingly, references in the Announcement
and/or these Terms and Conditions to the Placing Shares being offered,
subscribed, acquired or otherwise dealt with should be read as including any
offer to, or subscription, acquisition or dealing by, the Joint Bookrunners
and/or any of their affiliates acting as an investor for its or their own
account(s).  Neither of the Joint Bookrunners nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;

37.           it:

(a)           has complied, and will comply, with its obligations in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017;

(b)           is not a person:

(i)         with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;

(ii)         named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or

(iii)        subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,

(all such statutes, rules and regulations referred to in this paragraph 37
together, the "Regulations") and if making payment on behalf of a third party,
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and it has obtained
all governmental and other consents (if any) which may be required for the
purpose of, or as a consequence of, such purchase, and it will provide
promptly to the Joint Bookrunners such evidence, if any, as to the identity or
location or legal status of any person which they may request from it in
connection with the Placing (for the purpose of complying with the Regulations
or ascertaining the nationality of any person or the jurisdiction(s) to which
any person is subject or otherwise) in the form and manner requested by the
Joint Bookrunners on the basis that any failure by it to do so may result in
the number of Placing Shares that are to be acquired by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as the Joint
Bookrunners may decide in their discretion;

38.           in order to ensure compliance with the Regulations,
the Joint Bookrunners (each for themselves 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 Joint
Bookrunners or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the Joint Bookrunners' absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the Joint Bookrunners' or the Company's registrars', as the case may be, in
their absolute discretion. If within a reasonable time after a request for
verification of identity the Joint Bookrunners (each for themselves and as
agent on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, either the Joint Bookrunners 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;

39.           its commitment to acquire Placing Shares on the Terms
and Conditions 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;

40.           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.  It further acknowledges that 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.  It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;

41.           it irrevocably appoints any duly authorised officer of
any of the Joint Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares which it agrees to acquire upon the these Terms and Conditions;

42.           the Company, the Joint Bookrunners and others
(including each of their respective affiliates, agents, advisers, directors,
officers and employees) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to the Joint Bookrunners, each on their own behalf and on behalf of the
Company and are irrevocable;

43.           it is acting as principal only in respect of the
Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for
one or more investor accounts, it is duly authorised to do so and it has full
power and authority to make, and does make, the foregoing representations,
warranties, acknowledgements, agreements and undertakings on behalf of each
such accounts;

44.           time is of the essence as regards its obligations
under these Terms and Conditions;

45.           any document that is to be sent to it in connection
with the Placing will be sent at its risk and may be sent to it at any address
provided by it to the Joint Bookrunners;

46.           the Placing Shares will be issued subject to these
Terms and Conditions; and

47.           these Terms and Conditions and all documents into
which these Terms and Conditions are incorporated by reference or of which
they otherwise validly form a part and/or any agreements entered into pursuant
to these Terms and Conditions and all agreements to acquire Placing Shares
pursuant to the Placing will be governed by and construed in accordance with
English law and it submits to the exclusive jurisdiction of the English courts
in relation to any claim, dispute (contractual or otherwise) or matter arising
out of or in connection with such contract except that enforcement proceedings
in respect of the obligation to make payment for the Placing Shares (together
with interest chargeable thereon) may be taken by 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.

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in these Terms and Conditions or
incurred by the Joint Bookrunners, the Company or any of their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placee's obligations as set out in these Terms and
Conditions, and further agrees that the provisions of these Terms and
Conditions shall survive after the completion of the Placing.

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 United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, directly by the
Company.  Such agreement assumes that the Placing Shares are not being
acquired in connection with arrangements to issue depositary receipts or to
transfer the Placing Shares into a clearance service.  If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable.  In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor the Joint Bookrunners shall be
responsible for such stamp duty or stamp duty reserve tax.  If this is the
case, each Placee should seek its own advice and they should notify the Joint
Bookrunners 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 United Kingdom 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 and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such non-United Kingdom stamp, registration, documentary, transfer or similar
taxes or duties undertakes to pay such taxes and duties, including any
interest and penalties (if applicable), forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Joint Bookrunners in
the event that either of the Company and/or the Joint Bookrunners have
incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained
in these Terms and Conditions are given to each Joint Bookrunner for itself
and on behalf of the Company and are irrevocable.

Allenby is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Allenby will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in these Terms and Conditions.

Oberon is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Placing, and Oberon will not be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to its clients
or for providing advice in relation to the Placing or any other matters
referred to in these Terms and Conditions.

Each Placee and any person acting on behalf of the Placee acknowledges that
the Joint Bookrunners do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.

The provisions of these Terms and Conditions may be varied, waived or modified
as regards specific Placees or on a general basis by the Joint Bookrunners
provided always that such variation, waiver or modification is not materially
prejudicial to the interests of the Company.

In the case of a joint agreement to acquire Placing Shares, references to a
"Placee" in these Terms and Conditions are to each of such Placees and such
joint Placees' liability is joint and several.

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Joint Bookrunners may (at their absolute discretion) satisfy
their obligations to procure Placees by themselves agreeing to become a Placee
in respect of some or all of the Placing Shares or by nominating any connected
or associated person to do so.

When a Placee or any 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 relevant
rules and regulations of the FCA made under the FSMA.  Each 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 held by it under a banking relationship and not as
trustee.

In these Terms and Conditions any words following the terms "including",
"include", "in particular", "for example" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.

References to time in the Terms and Conditions are to London time, unless
otherwise stated.

All times and dates and certain other information in these Terms and
Conditions and in the Announcement may be subject to amendment and/or
updating.  Placees will be notified of any material changes.

No statement in the Announcement or these Terms and Conditions is intended to
be a profit forecast or estimate, and no statement in the Announcement or
these Terms and Conditions 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 Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

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,
these Terms and Conditions.

 

Definitions

The following definitions apply in this announcement, including the Terms and
Conditions:

 Admission                                 admission of the New Shares to trading on AIM becoming effective as provided
                                           in Rule 6 of the AIM Rules for Companies;
 Admission Date                            8.00 a.m. on 8 May 2025 or such later time as the Joint Bookrunners may agree
                                           with the Company but in any event no later than 8.00 a.m. on the Long Stop
                                           Date;
 Admission Settlement Date                 the date the settlement of transactions in the New Shares following Admission
                                           will take place within the CREST system (subject to certain exceptions) which
                                           is expected to occur on 8 May 2025;
 AIM                                       AIM, a market operated by the London Stock Exchange;
 Allenby                                   Allenby Capital Limited, registered in England and Wales under number 06706681
                                           whose registered office is at 5 St. Helen's Place, London EC3A 6AB (together
                                           with its affiliates);
 Announcement                              the announcement regarding the Fundraising, including the Terms and
                                           Conditions;
 Board                                     the board of directors of the Company;
 Bookbuild Platform                        the online capital markets platform developed by BB Technology Limited which
                                           will host the Retail Offer;
 certificated or in certificated form      refers to an Ordinary Share which is not in uncertificated form (that is, not
                                           in CREST);
 Circular                                  the Company's circular to Shareholders to be published on or about 17 April
                                           2025 relating to the Fundraising and incorporating the Notice of General
                                           Meeting;
 Companies Act                             the Companies Act 2006, as amended;
 Company                                   Gelion plc registered in England and Wales under number 09796512 whose
                                           registered office is at C/O Armstrong Level 4 Ldn:W, 3 Noble Street, London,
                                           EC2V 7EE;
 CREST                                     the computerised settlement system to facilitate transfer of the title to an
                                           interest in securities in uncertificated form operated by Euroclear UK &
                                           International;
 Directors                                 the directors of the Company;
 Euroclear UK & International              Euroclear UK & International Limited;
 Fundraising                               the Placing, the Subscription and the Retail Offer;
 General Meeting                           the general meeting of Shareholders to be held on 6 May 2025 (or any
                                           reconvened meeting following adjournment of the general meeting);
 Group                                     the Company and its subsidiary undertakings (as defined in the Companies Act)
                                           as at the date of this announcement;
 Intermediaries                            any financial intermediaries that are appointed by Allenby as the "Retail
                                           Offer Coordinator" in connection with the Retail Offer;
 Issue Price                               9 pence per New Share;
 Joint Bookrunners                         has the meaning set out in the section of the Appendix headed "Details of the
                                           Placing Agreement and the Placing Shares";
 London Stock Exchange                     London Stock Exchange plc;
 Long Stop Date                            22 May 2025;
 New Shares                                the Placing Shares, the Subscription Shares and the Retail Offer Shares which
                                           are proposed to be admitted to trading on AIM on the Admission Date;
 Notice of General Meeting                 the notice of the General Meeting contained within the Circular;
 Oberon                                    Oberon Investments Limited (trading as Oberon Capital), registered in England
                                           and Wales under number 02198303 whose registered office is at 1st Floor 12
                                           Hornsby Square, Southfields Business Park, Basildon, Essex, England, SS15 6SD
                                           (together with its affiliates);
 Ordinary Shares                           ordinary shares of £0.001 each in the capital of the Company;
 Placees                                   the persons with whom Placing Shares are placed pursuant to the Placing;
 Placing                                   the conditional placing of the Placing Shares by the Joint Bookrunners on
                                           behalf of the Company at the Issue Price, in accordance with the Placing
                                           Agreement;
 Placing Agreement                         the conditional placing agreement dated 16 April 2025 relating to the Placing
                                           of the Placing Shares between the Company and the Joint Bookrunners;
 Placing Shares                            the new Ordinary Shares to be issued by the Company at the Issue Price
                                           pursuant to the Placing to Placees which are proposed to be admitted to
                                           trading on AIM on the Admission Date;
 Prospectus Regulation                     Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
                                           June 2017;
 Regulation S                              Regulation S under the Securities Act;
 Relevant Member State                     a member state of the European Economic Area which has implemented the
                                           Prospectus Regulation;
 Retail Investors                          existing shareholders of the Company who are resident in the United Kingdom
                                           and are a customer of an Intermediary who agree conditionally to subscribe for
                                           Retail Offer Shares in the Retail Offer;
 Retail Offer                              the proposed offer of the Retail Offer Shares to Retail Investors through
                                           Intermediaries via the Bookbuild Platform pursuant to the "Retail Offer
                                           Intermediaries Agreement";
 Retail Offer Shares                       the new Ordinary Shares to be issued by the Company at the Issue Price
                                           pursuant to the Retail Offer;
 Resolutions                               the resolutions contained in the Notice of General Meeting;
 Shareholders                              holders of Ordinary Shares;
 Subscribers                               persons who agree to subscribe for Subscription Shares pursuant to
                                           Subscription Agreements;
 Subscription                              the subscription by the Subscribers directly with the Company for Subscription
                                           Shares pursuant to the Subscription Agreements;
 Subscription Agreements                   the agreements entered into between the Company and the Subscribers pursuant
                                           to which the Subscribers will agree to subscribe for the Subscription Shares
                                           at the Issue Price;
 Subscription Shares                       the new Ordinary Shares to be issued by the Company to the Subscribers at the
                                           Issue Price pursuant to the Subscription and admitted to trading on AIM on the
                                           Admission Date;
 uncertificated or in uncertificated form  recorded on a register of securities maintained by Euroclear in accordance
                                           with the CREST Regulations as being in uncertificated form in CREST and title
                                           to which, by virtue of the CREST Regulations, may be transferred by means of
                                           CREST;
 United Kingdom or UK                      the United Kingdom of Great Britain and Northern Ireland;
 UK Prospectus Regulation                  Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
                                           June 2017, as it forms part of the law of England and Wales by virtue of
                                           section 3 of the European Union (Withdrawal) Act 2018 and as modified by or
                                           under domestic law; and
 United States or US                       the United States of America, its territories and possessions, any state of
                                           the United States and the District of Columbia.

 

 1  See the Company's RNS announcement dated 12 February 2025.

 2  See the Company's RNS announcement dated 26 February 2025.

 3  See the Company's RNS announcement dated 27 March 2025.

 4  See the Company's RNS announcement dated 17 April 2025.

 5  Adjusted EBITDA/Adjusted Operating Expenditure: Exclude non-recurring
items such as capital raising costs, restructuring costs and
acquisition-related costs.

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