REG - Gfinity PLC - Fundraising and Notice of General Meeting

GfinityAnnouncement

14/03/2022 17:15

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RNS Number : 7334E  Gfinity PLC  14 March 2022

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

14 March 2022

Gfinity PLC

 

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

 

Fundraising to raise £2.70 million and Notice of General Meeting

 

 

Gfinity plc (AIM: GFIN), a world leading esports solutions provider, announces
that further to its first half trading update announced on 9 March 2022, it
has conditionally raised £2.70 million, before expenses, by a placing and
direct subscription of new ordinary shares of 0.1p each in the Company ("New
Ordinary Shares") at a price of 1.25 pence per share (the "Issue Price") (the
"Fundraising"). In addition, for every New Ordinary Share, subscribers in the
Fundraising will be issued with one warrant to subscribe for one Ordinary
Share at the Issue Price (the "Warrants"). The Fundraising proceeds will be
used for working capital purposes.

 

The Placing has been conducted in accordance with the terms and conditions set
out in the Appendix.

 

The Issue Price represents a discount of 2.3 per cent. to the previous day
closing share price of 1.28 pence per share on 11 March 2022, being the Last
Practicable Date prior to the publication of this Announcement.

 

The Fundraising has been conducted by Canaccord Genuity Limited ("Canaccord")
as Nominated Adviser, Sole Bookrunner and Broker (the "Bookrunner").

 

The Placing is split into a Firm Placing and Conditional Placing, and the
Subscription is split into a Firm Subscription and Conditional Subscription.
The gross proceeds of the Firm Placing and Firm Subscription will be
approximately £1.31 million and the gross proceeds of the Conditional Placing
and Conditional Subscription will be approximately £1.39 million. The Firm
Placing and Firm Subscription are not subject to shareholder approval. The
Conditional Placing and Conditional Subscription are conditional, inter alia,
upon the passing of the Resolutions at a General Meeting, Second Admission and
the Placing Agreement not being terminated prior to Second Admission (and in
any event no later than 15 April 2022).

 

 

Enquiries:

 

  Gfinity plc                                                                www.gfinityplc.com (http://www.gfinityplc.com/)

  John Clarke, CEO                                                           Via Teneo
 Teneo  (Media)                                                              Tel: +44 7880 715975

 Anthony Di Natale                                                           Gfinity@teneo.com
 Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner & Sole        Tel: +44 (0)207 523 8150
 Broker)

 Bobbie Hilliam / Georgina McCooke / Patrick Dolaghan

 

About Gfinity

 

Gfinity (AIM: GFIN) is a market-leading digital media publisher and technology
company in the rapidly growing esports and competitive gaming sector. Created
by gamers for the world's three billion gamers, Gfinity has a unique
understanding of this fast-growing global community. It uses this expertise
both to provide advisory services and to design, develop and deliver
unparalleled experiences and winning strategies for game publishers, sports
rights holders, commercial partners and media companies.

 

Gfinity connects its partners with the esports community in authentic and
innovative ways. This consists of on‑and-off-line competitions and
industry‑leading content production. Relationships include Activision
Blizzard, EA SPORTS, F1 Esports Series Red Bull, Abu Dhabi Motorsport
Management and Coca Cola.

 

Gfinity connects directly with tens of millions of gamers each month through
its digital media group, Gfinity Digital Media. Gfinity Digital Media includes
websites such as: Gfinityesports, RealSport101, Epicstream, Stock Informer,
StealthOptional, RacingGames.gg,  MTGRocks.com  and their respective social
channels.

 

All Gfinity services are underpinned by the Company's proprietary technology
platform, delivering a level playing field for all competitors and supporting
scalable multi-format leagues, ladders and knockout competitions.

 

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
below.

The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.

The person responsible for arranging the release of this information is John
Clarke, Chief Executive Officer of the Company.

ADDITIONAL INFORMATION

Expected Timetable

 

 Announcement of the Fundraising                                                               14 March 2022
 Circular published and sent to Shareholders on or before                                      16 March 2022
 Admission of the Firm Placing Shares and Firm Subscription Shares ("First                     18 March 2022
 Admission")
 CREST member accounts expected to be credited for the                                         18 March 2022

 Firm Placing Shares and Firm Subscription Shares in uncertificated form (where
 applicable)
 Despatch of definitive share certificates for the Firm Placing Shares and Firm                by 1 April 2022
 Subscription Shares in certificated form (where applicable)
 Latest time and date for receipt of voting instruction for the GM                             10.00 a.m. on 30 March 2022
 General Meeting                                                                               10.00 a.m. on 1 April 2022
 Result of General Meeting announced                                                           1 April 2022
 Expected admission of the Conditional Placing Shares and Conditional                          4 April 2022
 Subscription Shares to trading on AIM ("Second Admission")
 CREST member accounts expected to be credited for the Conditional Placing                      4 April 2022
 Shares and Conditional Subscription Shares in uncertificated form (where
 applicable)
 Despatch of definitive share certificates for the Conditional Placing Shares                  by 18 April 2022
 and Conditional Subscription Shares in certificated form (where applicable)

 

 

 

Notes:

Each of the dates in the above timetable is subject to change at the absolute
discretion of the Company.

 

If any of the above times and/or dates change, the revised time(s) and/or
date(s) will be notified to Shareholders by announcement through a Regulatory
Information Service. References to time in this Announcement are to London
time except when otherwise stated.

 

All events listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General Meeting.

 

Background to and reasons for the Fundraising

 

On 9 March 2022, the Company announced a Trading Update ahead of the
publication of unaudited interim results for the six-month period ended 31
December 2021.

 

H1 Performance

 

Through the first half of the financial year, the Company has continued to
implement its strategic focus on 'what it owns', in particular its fast
growing owned audience in the Gfinity Digital Media (GDM) segment of the
business. The Company expects to announce its unaudited interim results for
the six month period ended 31 December 2021 before the end of March 2022.

 

Gfinity expects to report an adjusted operating loss of £0.4m (H1 FY21:
£0.9m loss). This represents a 52 per cent. year on year improvement,
building on a 71 per cent. improvement in the prior year, as the business
continues on its path towards profitability.

 

Revenue for the period is expected to be £3.3m (H1 FY21: £3.0m),
representing an improvement of 8% year on year.  This figure has been
impacted by the decision to consolidate the V10 R League, Gfinity's jointly
owned digital motorsport property in conjunction with Abu Dhabi Motorsports
Management, into a single season taking place in the latter part of the
financial year.  If revenues relating to this were eliminated from the
comparative period, the year on year revenue increase would be 24 per cent.

 

Full Year Outlook

 

Notwithstanding the strong progress made during H1 in the areas of greatest
strategic value, the Directors announced on 09 March 2022 that they had
concluded that full year revenue would be below previous market expectations.
  This decision was influenced by a number of factors including:

−    a slower than anticipated return to live esports events, which while
not the long-term strategic focus of the business, still has an impact on
short term revenue and profits; and

−    ongoing discussions around a material partnership in the betting
sector, which the Directors still expect to complete, but which is now
unlikely to deliver the impact on FY22 revenues that originally had been
anticipated

 

The Directors do not believe the long-term prospects or future pathway to
profitability in 2023 and beyond have changed.

 

Cash Position and Use of Proceeds

 

As at 31 December 2021, Gfinity had cash reserves of £1.5m (30 June 2021:
£1.4m). As at 9 March 2022, the Company had cash reserves of £0.8m.
Following the delay in delivery of certain revenue streams, the Directors
concluded it was in the best interests of the Group to secure additional
funding. The Directors  therefore took the decision to undertake the
Fundraising.

 

In the opinion of the Directors having made due and careful enquiry, taking
into account the net proceeds of the Fundraising, the working capital
available to the Group will be sufficient for its present requirements, that
is for at least the next 12 months from the date of the Second Admission.

 

Details of the Fundraising and Warrants

 

The Company has conditionally raised £2.70 million (before expenses) through
the placing and subscription of 216,000,000 New Ordinary Shares. In addition,
for every New Ordinary Share, subscribers in the Fundraising will be issued
with one warrant to subscribe for one Ordinary Share at the Issue Price.

 

The Issue Price of 1.25 pence per New Ordinary Share represents a discount of
2.3%  per cent. to the previous day closing share price of 1.28 pence per
share on 11 March 2022 (being the Last Practicable Date prior to the
publication of this Announcement).

 

The Warrants may be exercised for 12 months following the date of Second
Admission. The Warrants shall not be admitted to trading on AIM or any other
stock market and are not transferable. The issuance of the Warrants linked to
the Conditional Placing Shares and Conditional Subscription Shares will be
subject, inter alia, to the passing of the Resolutions and Second Admission.

 

The Company intends to raise £941,327 gross through the issue of 75,306,168
Firm Placing Shares at the Issue Price. The Company intends to raise £361,173
gross through the issue of 28,893,832 Firm Subscription Shares at the Issue
Price. The Firm Placing and Firm Subscription will utilise the general
authorities approved by Shareholders to place shares for cash granted to the
Directors at the 2021 Company Annual General Meeting and therefore the Firm
Placing and Firm Subscription is not subject to shareholder approval or
inter-conditional on the Conditional Placing and Conditional Subscription
proceeding

 

The Company intends to raise approximately £941,327 gross through the issue
of 75,306,168 Conditional Placing Shares at the Issue Price. The Company
intends to raise approximately £456,173 gross through the issue of 36,493,832
Conditional Subscription Shares at the Issue Price.

 

The Conditional Placing Shares and Conditional Subscription Shares will be
subject to shareholder approval of related resolutions at a General Meeting.

 

Canaccord has entered into a Placing Agreement with the Company under which
Canaccord has, on the terms and subject to the conditions set out therein
(including First Admission and Second Admission), undertaken to use its
reasonable endeavours to procure subscribers for 150,612,320 Placing Shares at
the Issue Price. The Placing Agreement contains certain warranties and
indemnities from the Company in favour of Canaccord. The Placing is not being
underwritten by Canaccord or any other person.

 

The Company and the Subscribers have entered into the Subscription Letters
relating to the Subscription pursuant to which, subject to certain conditions,
the Subscribers shall subscribe for, in aggregate the Firm Subscription Shares
and the Conditional Subscription Shares to be issued by the Company at the
Issue Price.

 

The Conditional Placing and Conditional Subscription are conditional, inter
alia, upon the passing of the Resolutions and Second Admission and the Placing
Agreement not being terminated prior to Second Admission (and in any event no
later than 15 April 2022).

 

Admission and Settlement

The issue of the New Ordinary Shares is being made on a non pre-emptive basis.

 

Application has been made to the London Stock Exchange for the Firm Placing
Shares and Firm Subscription Shares, being issued pursuant to the Firm Placing
and Firm Subscription, to be admitted to trading on AIM.  Admission of the
Firm Placing Shares and the Firm Subscription Shares is expected to become
effective on or around 8.00 a.m. on 18 March 2022 (or such later date as the
Company and Canaccord may agree, being no later than 25 March 2022).

 

Application will be made to the London Stock Exchange for the Conditional
Placing Shares and Conditional Subscription Shares, being issued pursuant to
the Conditional Placing and Conditional Subscription, to be admitted to
trading on AIM, subject to approval of the Resolutions. Admission of the
Conditional Placing Shares and Conditional Subscription Shares is expected to
become effective on or around 8.00 a.m. on 4 April 2022 (or such later date as
the Company and Canaccord may agree, being no later than 15 April 2022).

 

The New Ordinary Shares, when issued and fully paid, will rank pari passu in
all respects with the existing ordinary shares of 0.1p each of the Company in
issue and therefore will rank equally for all dividends or other distributions
declared, made or paid after admission.

 

Director and Corporate Participation

As part of the Subscription, certain Directors intend to subscribe for New
Ordinary Shares at the Issue Price following the release of the Company's
interim results for the six months ended 31 December 2021 and the cessation of
the applicable close period for Director dealings. Details of the New Ordinary
Shares for which the Directors and their persons closely associated will be
subscribing and their resultant shareholdings are displayed below.

 

 Name           Number of Ordinary Shares currently held                      Percentage of ISC currently held  Number of New Ordinary Shares being acquired  Number of Ordinary Shares held on Second Admission  Percentage of ISC held on Second Admission  Number of Warrants held on Second Admission

 John Clarke                 1,847,222                                        0.17%                                          2,000,000                                     3,847,222                              0.29%                                                     2,000,000
 Jonathan Hall               1,472,222                                        0.13%                                          2,000,000                                     3,472,222                              0.26%                                                     2,000,000
 Len Rinaldi                                -                                 0.00%                                          2,000,000                                     2,000,000                              0.15%                                                     2,000,000
 Hugo Drayton                               -                                 0.00%                                          1,600,000                                     1,600,000                              0.12%                                                     1,600,000
 Total                                                                                                                       7,600,000                                   10,919,444                                                                                         7,600,000

 

The Company will release an announcement confirming the Director subscriptions
as and when the Directors set out above sign subscription letters.

 

In addition to the above, as part of the Subscription, Mobile Streams plc has
agreed to subscribe for 20,000,000 New Ordinary Shares at the Issue Price. The
Directors intend to have discussions with Mobile Streams plc about future
commercial arrangements that benefit both parties.

 

General Meeting

 

A General Meeting to consider and approve the allotment of the Conditional
Placing Shares and the Conditional Subscription Shares will be held at Gfinity
Arena at Vue Cinema, Fulham Broadway Retail Centre, Fulham Road, London SW6
1BW at 10:00 a.m. on 1 April 2022. A circular will be made available to
Shareholders on 15 March 2022 and will be available to view on the Company's
website at www.gfinityplc.com/investors (http://www.gfinityplc.com/investors)

 

Recommendation

 

The Board of Gfinity considers the Fundraising to be in the best interests of
the Company and its Shareholders as a whole and therefore the Directors
unanimously recommend that Shareholders vote in favour of the Resolutions as
they intend to do in respect of their own shareholdings of, in aggregate,
18,196,689 Ordinary Shares (representing approximately 1.66 per cent. of the
Company's existing issued share capital).

 

 

IMPORTANT NOTICE

This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Canada, Australia (save to professional
investors and sophisticated investors), Japan or the Republic of South Africa,
or any other jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The New Ordinary
Shares referred to herein have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States, expect
pursuant to an applicable exemption from registration. No public offering of
New Ordinary Shares is being made in the United States.

This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction.

No action has been taken by the Company or the Bookrunner or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the New Ordinary Shares or possession or distribution
of this Announcement or any other publicity material relating to such New
Ordinary 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.

This Announcement is directed only at:  (a) persons in member states of the
European Economic area who are "qualified investors", as defined in article 2
(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), (b)  in
the United Kingdom, persons who are "qualified investors", as defined in
Article 2 (e) of the Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") and who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO") or (ii) fall within the
definition of "high net worth companies, unincorporated associations etc." in
Article 49(2)(a) to (d) of the FPO or (c) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other person should
act on or rely on this Announcement and persons distributing this Announcement
must satisfy themselves that it is lawful to do so. By accepting the terms of
this announcement, investors represent and agree that they are a Relevant
Person.

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.

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.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by the Bookrunner or any other person
authorised under FSMA. 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.

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

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the UK Financial Conduct Authority ("FCA"), the London Stock
Exchange or applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

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

Canaccord, which is authorised and regulated in the United Kingdom by the FCA,
are acting for the Company and for no one else in connection with the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Canaccord or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of the Company or Canaccord or by their affiliates or their
respective agents, directors, officers and employees as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.

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

The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral and
legally binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions set out in this Announcement and to
be providing the representations, warranties, undertakings and
acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

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.

Notice to distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New Ordinary Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Canaccord are only procuring investors who meet the criteria of
professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability of appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the New
Ordinary Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and determining
appropriate distribution channels.

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE
TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO
ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"), (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "FPO") OR (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS
REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.

THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.

(a)  Introduction

These terms and conditions apply to persons making an offer to acquire Placing
Shares under the Placing, unless otherwise specifically agreed. Each person to
whom these conditions apply, as described above, who confirms his agreement to
the Bookrunner (whether orally or in writing) to acquire Placing Shares under
the Placing (an "Investor") hereby agrees with the Bookrunner and the Company
to be bound by the contract note issued by the Bookrunner to such Investor and
these terms and conditions, unless otherwise specifically agreed, being the
terms and conditions upon which Placing Shares will be sold under the Placing.
An Investor shall, without limitation, become so bound when the Bookrunner
confirms to such Investor its allocation of Placing Shares under the Placing.

Upon being notified of its allocation of Placing Shares in the Placing, an
Investor shall be contractually committed to acquire the number of Placing
Shares allocated to them at the Issue Price and, to the fullest extent
permitted by law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitment. Dealing may
not begin before any notification is made.

The Bookrunner reserves the right, by agreement with the Company, to increase
the size of the Placing to accommodate additional demand.

(b)  Application for Admission

Application has been made to the London Stock Exchange for the Firm Placing
Shares and the Firm Subscription Shares, being issued pursuant to the Firm
Placing and the Firm Subscription, to be admitted to trading on AIM.
Admission of the Firm Placing Shares and the Firm Subscription Shares is
expected to become effective on or around 8.00 a.m. on 18 March 2022 (or such
later date as the Company and Canaccord may agree, being no later than 25
March 2022).

 

Application will be made to the London Stock Exchange for the Conditional
Placing Shares and the Conditional Subscription Shares, being issued pursuant
to the Conditional Placing and the Conditional Subscription, to be admitted to
trading on AIM, subject to approval of the Resolutions. Admission of the
Conditional Placing Shares  and the Conditional Subscription Shares is
expected to become effective on or around 8.00 a.m. on 4 April 2022 (or such
later date as the Company and Canaccord may agree, being no later than 15
April 2022).

 

 (c)  Participation in, and principal terms of, the Placing

Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the
Bookrunner.

Participation in the Placing is on the terms and conditions in this
Announcement and will be legally binding on the Placee.

Each Placee's allocation will be confirmed to Placees orally, or by email, by
Canaccord and a trade confirmation or contract note will be dispatched in
connection therewith. A Bookrunner's confirmation (either oral or written) of
the size of allocations will constitute an irrevocable legally binding
agreement in favour of the Company and the Bookrunner pursuant to which each
such Placee will be required to accept the number of Placing Shares allocated
to the Placee at the Issue Price and otherwise on the terms and subject to the
conditions set out herein and in accordance with the Company's articles of
association. Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued by the Bookrunner to such Placee. The terms of this
Appendix will be deemed incorporated in that trade confirmation.

The Bookrunner reserves 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 Bookrunner also reserves 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 Bookrunner.

Each Placee's obligations will be owed to the Company and to the Bookrunner.
Following the oral confirmation referred to above, each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to the
Company and the Bookrunner, as agent of the Company, to pay to the Bookrunner
(or as the Bookrunner may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares allocated to such
Placee.

To the fullest extent permissible by law, none of the Bookrunner, any
subsidiary of the Bookrunner, any branch, affiliate or associated undertaking
of the Bookrunner or any such subsidiary, nor any of their respective
directors, officers, employees, agents or advisers (each a "Bookrunner
Affiliate") nor any person acting on their behalf shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Bookrunner, any Bookrunner Affiliate
nor any person acting on their behalf shall have any liability (including, to
the extent legally permissible, any fiduciary duties), in respect of its
conduct of the Placing or of such alternative method of effecting the Placing
as the Bookrunner may determine.

All obligations of the Bookrunner under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".

(d)  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 Bookrunner under the Placing Agreement are conditional,
among other things, upon:

(i)    the release of this Announcement;

(ii)    First Admission occurring not later than 18 March 2022, or such
later time and/or date as the Bookrunner and the Company may agree (but in any
event not later than 25 March 2022);

(iii)    Second Admission occurring not later than 4 April 2022, or such
later time and/or date as the Bookrunner and the Company may agree (but in any
event not later than 15 April 2022);

(iv)  the warranties on the part of the Company contained in the Placing
Agreement being true and accurate and not misleading in all material respects
on and as of the date of the Placing Agreement, at First Admission and at
Second Admission; and

 (v)  the Company having complied with its obligations under the Placing
Agreement to the extent they fall to be performed prior to First Admission and
Second Admission (as the case may be).

If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Bookrunner), or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof.

None of the Bookrunner, any Bookrunner Affiliate, the Company, nor any
subsidiary of the Company, nor any branch, affiliate or associated undertaking
of any such company nor any of their respective directors, officers and
employees (each a "Company Affiliate") 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 it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the Placing
Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that the Bookrunner's
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".

(e)  Right to terminate under the Placing Agreement

The Bookrunner has the right to terminate the Placing Agreement in certain
circumstances prior to First Admission and Second Admission, in particular,
where any warranty was, when given, untrue, inaccurate or misleading, or where
any warranty is not, or has ceased to be, true, accurate or not misleading (or
would not be true, accurate or not misleading if then repeated) by reference
to the facts subsisting at the relevant time, where the Company has failed to
comply with certain of its obligations under the Placing Agreement, or upon
the occurrence of a force majeure event or a material adverse change in the
financial or trading position or prospects of any member of the Group.

By participating in the Placing, each Placee agrees with the Bookrunner that
the exercise by the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that the Bookrunner need not make any reference to the Placees
in this regard and that, to the fullest extent permitted by law, neither the
Company, the Bookrunner, any Bookrunner Affiliate nor any Company Affiliate
shall have any liability whatsoever to the Placees in connection with any such
exercise or failure to so exercise.

(f)  No Prospectus

No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the UK
Prospectus Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the information
contained in this Announcement.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Bookrunner and the Company that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of the Bookrunner (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below), any Bookrunner Affiliate, any persons acting
on its or their behalf or the Company or any Company Affiliate and neither
the  Bookrunner, any Bookrunner Affiliate, nor any persons acting on their
behalf, the Company, any Company Affiliate nor any persons acting on their
behalf will be liable for the decision of any Placee to participate in the
Placing based on any other information, representation, warranty or statement
which the Placee may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given or made by
or on behalf of any such persons). By participating in the Placing, each
Placee acknowledges to and agrees with its respective Bookrunner, for itself
and as agent for the Company that (except for, in relation to the Company, the
information contained in this Announcement) it has relied on its own
investigation of the business, financial or other position of the Company in
deciding whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.

(g)  Registration and settlement

Settlement of transactions in the Placing Shares following First Admission and
Second Admission will take place within the CREST system, using the delivery
versus payment mechanism, subject to certain exceptions. The Bookrunner
reserves the right to require settlement for and delivery of the Placing
Shares to Placees by such other means as they may deem necessary, including,
without limitation, if delivery or settlement is not possible or practicable
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction.

The expected timetable for settlement will be as follows:

 CREST Participant ID of Canaccord:                            805
 Trade Date                                                    14 March 2022
 Settlement Date (First Admission)                             18 March 2022
 Settlement Date (Second Admission)                            04 April 2022
 ISIN Code                                                     GB00BT9QD572
 SEDOL                                                         BT9QD57
 Deadline for input instruction into CREST (First Admission)   17 March 2022
 Deadline for input instruction into CREST (Second Admission)  01 April 2022

 

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Placee to the Bookrunner and
settlement instructions. Placees should settle against the CREST ID provided
above by Canaccord. It is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated settlement
instructions which it has in place with Canaccord, as applicable.

It is expected that settlement will take place on the settlement date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the Bookrunner.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.

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

If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, none of the Bookrunner nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.

(h)  Agreement to acquire Placing Shares

Conditional on: (i) First Admission occurring and becoming effective by 8.00
a.m. (London time) on 18 March 2022 (or such later time and/or date as the
Company and the Bookrunner may agree), Second Admission occurring and becoming
effective by 8.00 a.m. (London time) on 4 April 2022 (or such later time
and/or date as the Company and the Bookrunner may agree)  and on the Placing
Agreement being otherwise unconditional in all respects and not having been
terminated in accordance with its terms on or before First Admission and
Second Admission (as the case may be); and (ii) the confirmation mentioned
under paragraph (a) above, an Investor agrees to become a member of the
Company and agrees to acquire Placing Shares at the Issue Price. The number of
Placing Shares acquired by such Investor under the Placing shall be in
accordance with the arrangements described above.

(i)  Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for the Placing Shares
acquired by such Investor in such manner as shall be directed by the
Bookrunner. In the event of any failure by an Investor to pay as so directed,
the relevant Investor shall be deemed hereby to have appointed the Bookrunner
or its nominee to sell (in one or more transactions) any or all of the Placing
Shares in respect of which payment has not been made as so directed and to
have agreed to indemnify on demand the Bookrunner in respect of any liability
for stamp duty and/or stamp duty reserve tax arising in respect of any such
sale or sales.

(j)  Representations and warranties

By receiving this Announcement, each Investor and, to the extent applicable,
any person confirming his agreement to acquire Placing Shares on behalf of an
Investor or authorising the Bookrunner to notify an Investor's name to the
Registrars, is deemed to acknowledge, agree, undertake, represent and warrant
to the Bookrunner, the Registrars and the Company that:

1.         the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made solely on the
terms and subject to the conditions set out in these terms and conditions, the
Placing Agreement and the Articles. Such Investor agrees that these terms and
conditions and the contract note issued by Canaccord to such Investor
represent the whole and only agreement between the Investor, the Bookrunner
and the Company in relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in relation to
such participation. Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied (by law or
otherwise) shall not form part of these terms and conditions. Such Investor
agrees that none of the Company, the Bookrunner nor any of their officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any rights it may
have in respect of any such other information or representation;

2.         the content of this Announcement is exclusively the
responsibility of the Company and the Directors and that neither the
Bookrunner, nor any person affiliated with the Bookrunner or acting on their
behalf is responsible for or shall have any liability for any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company or any member of the Group
and will not be liable for any decision by an Investor to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise;

3.         the Investor has not relied on the Bookrunner or any person
affiliated with the Bookrunner in connection with any investigation of the
accuracy of any information contained in this Announcement or its investment
decision;

4.         in agreeing to acquire Placing Shares under the Placing,
the Investor is relying on this Announcement and not on any draft hereof or
other information or representation concerning the Group, the Placing or the
Placing Shares. Such Investor agrees that neither the Company nor the
Bookrunner nor their officers, directors or employees will have any liability
for any such other information or representation and irrevocably and
unconditionally waives any rights it may have in respect of any such other
information or representation;

5.         the Bookrunner is not making any recommendations to
Investors or advising any of them regarding the suitability or merits of any
transaction they may enter into in connection with the Placing, and each
Investor acknowledges that participation in the Placing is on the basis that
it is not and will not be a client of the Bookrunner and that the Bookrunner
is acting for the Company and no one else, and the Bookrunner will not be
responsible to anyone else for the protections afforded to its clients, and
that the Bookrunner will not be responsible for anyone other than the Company
for providing advice in relation to the Placing, the contents of this
Announcement or any transaction, arrangements or other matters referred to
herein, and the Bookrunner will not be responsible for anyone other than the
relevant parties to the Placing Agreement in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of the Bookrunner's rights and obligations
thereunder, including any right to waive or vary any condition or exercise any
termination right contained therein;

6.         save in the event of fraud on its part (and to the extent
permitted by the rules of the Financial Conduct Authority), neither the
Bookrunner nor its respective directors or employees shall be liable to an
Investor for any matter arising out of the role of the Bookrunner as the
Company's broker and nominated adviser pursuant to the AIM Rules or otherwise,
and that where any such liability nevertheless arises as a matter of law each
Investor will immediately waive any claim against the Bookrunner and their
respective directors and employees which an Investor may have in respect
thereof;

7.         the Investor has complied with all applicable laws and such
Investor will not infringe any applicable law as a result of such Investor's
agreement to acquire Placing Shares under the Placing and/or acceptance
thereof or any actions arising from such Investor's rights and obligations
under the Investor's agreement to acquire Placing Shares under the Placing
and/or acceptance thereof or under the Articles;

8.         all actions, conditions and things required to be taken,
fulfilled and done (including the obtaining of necessary consents) in order:
(i) to enable the Investor lawfully to enter into, and exercise its rights and
perform and comply with its obligations to acquire the Placing Shares under
the Placing; and (ii) to ensure that those obligations are legally binding and
enforceable, have been taken, fulfilled and done. The Investor's entry into,
exercise of its rights and/or performance under, or compliance with its
obligations under the Placing, does not and will not violate: (a) its
constitutional documents; or (b) any agreement to which the Investor is a
party or which is binding on the Investor or its assets;

9.         it understands that no action has been or will be taken in
any jurisdiction by the Company, the Bookrunner or any other person that would
permit a public offering of the Placing Shares, or possession or distribution
of this Announcement, in any country or jurisdiction where action for that
purpose is required; and that, if the Investor is in a relevant EEA member
state, it is: (i) a legal entity which is authorised or regulated to operate
in the financial markets or, if not so authorised or regulated, its corporate
purpose is solely to invest in securities; (ii) a legal entity which has two
or more of: (a) an average of at least 250 employees during the last financial
year; (b) a total balance sheet of more than €43,000,000; and (c) an annual
net turnover of more than €50,000,000, in each case as shown in its last
annual or consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of the UK
Prospectus Regulation or other applicable laws; or (iv) in the case of any
Placing Shares acquired by an Investor as a financial intermediary, as that
term is used in Article 5(1) of the UK Prospectus Regulation, either:

(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
placing or resale to, persons in any relevant member state other than
qualified investors, as that term is defined in the Prospectus Regulation
Rules, or in circumstances in which the prior consent of the Bookrunner has
been given to the placing or resale; or

(B)     where Placing Shares have been acquired by it on behalf of persons
in any relevant member state other than qualified investors, the placing of
those Placing Shares to it is not treated under the Prospectus Regulation
Rules as having been made to such persons;

10.        to the fullest extent permitted by law, the Investor
acknowledges and agrees to the disclaimers contained in this Announcement and
acknowledges and agrees to comply with the selling restrictions set out in
this Announcement;

11.        the Placing Shares have not been and will not be registered
under the US Securities Act or under the securities legislation of, or with
any securities regulatory authority of, any state or other jurisdiction of the
United States or under the applicable securities laws of Australia, Canada,
Japan or the Republic of South Africa or where to do so may contravene local
securities laws or regulations;

12.        the Investor is, and at the time the Placing Shares are
acquired, will be located outside the United States and eligible to
participate in an "offshore transaction" as defined in and in accordance with
Regulation S;

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

14.        the Company, the Registrars or transfer agent or other agent
of the Company, will not be required to accept the registration of transfer of
any Placing Shares acquired by the Investor, except upon presentation of
evidence satisfactory to the Company that the foregoing restrictions on
transfer have been complied with;

15.        the Investor invests in or purchases securities similar to
the Placing Shares in the normal course of its business and it has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Placing Shares;

16.        the Investor has conducted its own investigation with
respect to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the Placing Shares
as the Investor deemed necessary to evaluate the merits and risks of an
investment in the Placing Shares, and the Investor has concluded that an
investment in the Placing Shares is suitable for it or, where the Investor is
not acting as principal, for any beneficial owner of the Placing Shares, based
upon each such person's investment objectives and financial requirements;

17.        the Investor or, where the Investor is not acting as
principal, any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an indefinite period
and the loss of its entire investment in the Placing Shares;

18.        there may be adverse consequences to the Investor under tax
laws in other jurisdictions resulting from an investment in the Placing Shares
and the Investor has made such investigation and has consulted such tax and
other advisors with respect thereto as it deems necessary or appropriate;

19.        the Investor is not a resident of Australia (other than in
the case of professional investors and sophisticated investors resident in
Australia), Canada, Japan or the Republic of South Africa and acknowledges
that the Placing Shares have not been and will not be registered nor will a
prospectus be prepared in respect of the Placing Shares under the securities
legislation of Australia, Canada, Japan or the Republic of South Africa and,
subject to certain exceptions, the Placing Shares may not be offered or sold,
directly or indirectly, in or into those jurisdictions;

20.        the Investor is liable for any capital duty, stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by it or any other person on the acquisition
by it of any Placing Shares or the agreement by it to acquire any Placing
Shares;

21.        in the case of a person who confirms to the Bookrunner on
behalf of an Investor an agreement to acquire Placing Shares under the Placing
and/or who authorises the  Bookrunner to notify such Investor's name to the
Registrars, that person represents that he has authority to do so on behalf of
the Investor;

22.        the Investor has complied with its obligations in connection
with money laundering and terrorist financing under the Money Laundering
Regulations 2017 and any other applicable law, regulations or guidance
concerning the prevention of money laundering and, if it is making payment on
behalf of a third party, that: (i) satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party; and (ii)
arrangements have been entered into with the third party to obtain from the
third party copies of any identification and verification data immediately on
request as required by the Money Laundering Regulations 2017 and, in each
case, agrees that pending satisfaction of such obligations, definitive
certificates (or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at the
Bookrunner's discretion;

23.        the Investor agrees that, due to anti-money laundering and
the countering of terrorist financing requirements, the Bookrunner and/or the
Company may require proof of identity of the Investor and related parties and
verification of the source of the payment before the application can be
processed and that, in the event of delay or failure by the Investor to
produce any information required for verification purposes, the Bookrunner
and/or the Company may refuse to accept the application and the moneys
relating thereto. The Investor holds harmless and will indemnify the
Bookrunner and/or the Company against any liability, loss or cost ensuing due
to the failure to process this application, if such information as has been
required has not been provided by it or has not been provided on a timely
basis;

24.        the Investor is not, and is not applying as nominee or agent
for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and
96 of the Finance Act 1986 (depository receipts and clearance services);

25.        the Investor has complied with and will comply with all
applicable provisions of FSMA with respect to anything done by the Investor in
relation to the Placing in, from or otherwise involving the UK;

26.        if the Investor is in the UK, the Investor is a person: (i)
who has professional experience in matters relating to investments falling
within article 19(5) of the FPO; or (ii) a high net worth entity falling
within article 49(2)(a) to (d) of the FPO or (iii) is a person to whom this
announcement may otherwise be lawfully communicated, and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Financial Conduct Authority Conduct of Business Rules;

27.        if the Investor is in the EEA, the person is a "Professional
Client/Eligible Counterparty" within the meaning of Annex 11/Article 24 (2) of
MiFID and is not participating in the Placing on behalf of persons in the EEA
other than professional clients or persons in the UK and other member states
(where equivalent legislation exists) for whom the Investor has authority to
make decisions on a wholly discretionary basis;

28.        each Investor in a relevant member state of the EEA who
acquires any Placing Shares under the Placing contemplated hereby will be
deemed to have represented, warranted and agreed with the Bookrunner and the
Company that: (i) it is a qualified investor within the meaning of the law in
that relevant member state implementing Article 2(e) of the Prospectus
Regulation; and (ii) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the 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 to, persons in any relevant member state other than qualified
investors, as that term is defined in the Prospectus Regulation, or in other
circumstances falling within Article 3(2) of the Prospectus Regulation and the
prior consent of the Bookrunner has been given to the offer or resale; or (B)
where Placing Shares have been acquired by it on behalf of persons in any
relevant member state other than qualified investors, the offer of those
Placing Shares to it is not treated under the Prospectus Regulation as having
been made to such persons;

29.        if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the meaning
of sections 708(11) and 708(8) respectively of the
Australian   Corporations Act 2001 (Cth);

30.        represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made by it or any
person with whom it is acting in concert pursuant to Rule 9 of the City Code
on Takeovers and Mergers;

31.        in the case of a person who confirms to the Bookrunner on
behalf of an Investor an agreement to acquire Placing Shares under the Placing
and who is acting on behalf of a third party, that the terms on which the
Investor (or any person acting on its behalf) are engaged enable it to make
investment decisions in relation to securities on that third party's behalf
without reference to that third party;

32.        the exercise by the Bookrunner of any rights or discretions
under the Placing Agreement shall be within the absolute discretion of the
Bookrunner and the Bookrunner need not have any reference to any Investor and
shall have no liability to any Investor whatsoever in connection with any
decision to exercise or not to exercise or to waive any such right and each
Investor agrees that it shall have no rights against the Bookrunner or any of
their directors or employees under the Placing Agreement;

33.        it irrevocably appoints any director of Canaccord (as
relevant to its participation in the Placing) as its agent for the purposes of
executing and delivering to the Company and/or the Registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing and otherwise to
do all acts, matters and things as may be necessary for, or incidental to, its
acquisition of any Placing Shares in the event of its failure so to do;

34.        it will indemnify and hold the Company, the Bookrunner and
their respective affiliates 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 in this paragraph and further
agrees that the provisions of this paragraph will survive after completion of
the Placing;

35.        the Bookrunner may, in accordance with applicable legal and
regulatory provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for its own account and, except as required
by applicable law or regulation, the Bookrunner will not make any public
disclosure in relation to such transactions; and

36.        the Bookrunner and each of its affiliates, each 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 this Announcement 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 Bookrunner and/or any of their respective affiliates, acting as
an investor for its or their own account(s). Neither the Bookrunner 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.

The Company and the Bookrunner will rely upon the truth and accuracy of each
of the foregoing representations, warranties and undertakings.

(k)  Supply and disclosure of information

If the Bookrunner, the Registrars or the Company or any of their respective
agents request any information about an Investor's agreement to acquire
Placing Shares, such Investor must promptly disclose it to them and ensure
that such information is complete and accurate in all respects.

(l)  Miscellaneous

The rights and remedies of the Bookrunner, the Registrars and the Company
under these terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them, and the exercise or
partial exercise of one will not prevent the exercise of others.

1.   On application, each Investor may be asked to disclose, in writing or
orally to the Bookrunner:

a.   if he is an individual, his nationality; or

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

 

2.   All documents will be sent at the Investor's risk. They may be sent by
post to such Investor at an address notified to the Bookrunner.

 

3.   Each Investor agrees to be bound by the Articles (as amended from time
to time) once the Placing Shares which such Investor has agreed to acquire
have been acquired by such Investor.

 

4.   These provisions may be waived, varied or modified as regards specific
Investors or on a general basis by the Bookrunner.

 

5.   The contract to acquire Placing Shares and the appointments and
authorities mentioned herein will be governed by, and construed in accordance
with, the laws of England and Wales. For the exclusive benefit of the
Bookrunner, the Company and the Registrars, each Investor irrevocably submits
to the exclusive jurisdiction of the English courts in respect of these
matters. This does not prevent an action being taken against an Investor in
any other jurisdiction.

 

6.   In the case of a joint agreement to acquire Placing Shares, references
to an "Investor" in these terms and conditions are to each of such Investors
and such joint Investors' liability is joint and several.

 

7.   The Bookrunner and the Company each expressly reserve the right to
modify the Placing (including, without limitation, its timetable and
settlement) at any time before allocations of Placing Shares under the Placing
are determined.

 

8.   The Placing is subject to the satisfaction of the conditions contained
in the Placing Agreement and the Placing Agreement not having been terminated.

 

DEFINITIONS

 

"Act"
the Companies Act 2006 (as amended);

"AIM
Rules"
the AIM Rules for Companies, as published and amended from

time to time by the London Stock Exchange;

"Articles"
the articles of association of the Company at the

date of this Announcement;

"Business
Day"
any day (other than a Saturday or Sunday) upon which

commercial banks are open for business in London, UK;

"Canaccord" or the "Bookrunner"            Canaccord Genuity
Limited, the Company's nominated adviser and broker pursuant to the AIM Rules;

"Circular"
the circular, containing further details of the Fundraising and Notice of the
General Meeting to, inter alia, approve the Resolutions required to implement
the Fundraising, which is expected to be published and despatched to
Shareholders on or around 15 March 2022;

"Company", "Group" or "Gfinity"              Gfinity plc;

"Conditional Placing"
the placing of the Conditional Placing Shares at the Issue Price as described
in this Announcement;

"Conditional Placing Shares"                 the 75,306,168
new Ordinary Shares which have been conditionally placed by Canaccord with
institutional and other investors pursuant to the Placing;

"Conditional Subscription"                    the
subscription of the Conditional Subscription Shares at the Issue price as
described in this Announcement;

"Conditional Subscription Shares"        the 36,493,832 new Ordinary
Shares to be subscribed for by persons who have entered into subscription
letters with the Company pursuant to the Conditional Subscription;

"CREST"
the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK and Ireland in accordance
with the CREST Regulations;

"CREST
member"                                   a
person who has been admitted by Euroclear UK & Ireland      as a

 
system-member (as defined in the CREST Regulations);

"Directors" or "Board"
the directors of the Company;

"Enlarged Share Capital"                       the
issued ordinary share capital of the Company immediately following Second
Admission;

"Euroclear UK & Ireland"
Euroclear UK & Ireland Limited, the operator of CREST;

"Existing Ordinary Shares"                    the
1,099,696,579 existing Ordinary Shares as at the date of this

 
Announcement;

"FCA"
the Financial Conduct Authority;

"First
Admission"
the admission of the Firm Placing Shares and the Firm Subscription Shares to
trading on AIM becoming effective in accordance with the AIM Rules;

"Firm
Placing"
the placing of the Firm Placing Shares at the Issue Price as described in this
Announcement;

"Firm Placing Shares"
the 75,306.168 new Ordinary Shares which have been placed by Canaccord with
institutional and other investors pursuant to the Firm Placing;

"Firm
Subscription"                               the
subscription of the Firm Subscription Shares at the Issue price as described
in this Announcement;

"Firm Subscription Shares"                   the 28,893,832
new Ordinary Shares to be subscribed for by persons who have entered into
subscription letters with the Company pursuant to the Firm Subscription;

"FSMA"
the Financial Services and Markets Act 2000 (as amended);

"Fundraising"
the Firm Placing, the Firm Subscription, the Conditional Placing and the
Conditional Subscription;

"General Meeting" or "GM"                        the
general meeting of Shareholders to be held as stated in the Notice of General
Meeting;

"ISIN"
International Securities Identification Number;

"Issue
Price"
1.25 pence per New Ordinary Share;

"Last Practicable Date"                           11
March 2022;

"Link" or "Link Group"                            a
trading name of Link Asset Services Limited, registrar to the

 
Company;

"London Stock Exchange"                     London Stock
Exchange plc;

"New Ordinary Shares"                          the
Firm Placing Shares, the Firm Subscription Shares, the Conditional Placing
Shares and the Conditional Subscription Shares;

"Notice of General Meeting"                   the notice of
General Meeting set out at the end of the Circular;

"Ordinary
Shares"                                  the
ordinary shares of 0.1p each in the capital of the Company;

"Placees"
the persons who have conditionally agreed to subscribe for the Firm Placing
Shares and the Conditional Placing Shares;

"Placing"
the Firm Placing and the Conditional Placing;

"Placing Agreement"
the conditional agreement dated 14 March 2022 between the Company and
Canaccord relating to the Placing;

"Placing
Shares"
the Firm Placing Shares and the Conditional Placing Shares;

"Registrars"
Link Group;

"Resolutions"
the resolutions numbered 1, 2 and 3 set out in the Notice of      General
Meeting to be proposed at the General Meeting;

"Restricted Jurisdiction"                        each
and any of the United States of America, Australia, Canada, Japan, New
Zealand, Russia, and the Republic of South Africa and any other jurisdiction
where extension or availability of the Placing would breach any applicable law
or regulations;

"Second Admission"
the admission of the Conditional Placing Shares and the Conditional
Subscription Shares to trading on AIM becoming effective in accordance with
the AIM Rules;

"Shareholder(s)"
holder(s) of Existing Ordinary Shares;

"sterling", "pounds sterling",                  the lawful
currency of the United Kingdom; "£", "pence" or "p"

"Subscribers"
the persons who have conditionally agreed to subscribe for the Firm
Subscription Shares and the Conditional Subscription Shares;

"Subscription"
the Firm Subscription and the Conditional Subscription;

"US Securities
Act"                                the United
States Securities Act of 1933 (as amended); and

"Warrants"
 
warrants pursuant to the warrant instrument to be dated on or around 14 March
2022, granting Subscribers and Placees one warrant in respect of each New
Ordinary Share subscribed for by such Subscriber or Placee to subscribe for
one new Ordinary Share in the Company at the Issue Price for 12 months. Those
granted in relation to Conditional Placing Shares and Conditional Subscription
Shares are subject to the approval of the Resolutions at the GM.

 

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