REG - Good Energy Group - Acquisition & Vendor Placing

Good EnergyAnnouncement

12/02/2024 07:00

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RNS Number : 7271C  Good Energy Group PLC  12 February 2024

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For immediate release

12 February 2024

Good Energy Group PLC

Acquisition of JPS Renewable Energy Ltd and its wholly owned subsidiary, Trust
Solar Wholesale Limited

and

Vendor Placing to raise £2.1 million

 

Good Energy Group PLC ("Good Energy" or the "Company") (AIM: GOOD), the 100
per cent. renewable electricity and energy services provider, has announced
that it has entered into a conditional binding agreement to acquire the entire
issued share capital of JPS Renewable Energy Ltd ("JPS"), a specialist solar
and storage installation and distribution business, and its wholly owned
subsidiary, Trust Solar Wholesale Limited ("Trust"), a standalone distribution
and procurement business based in Maidstone, Kent (together "JPS Group" or the
"Acquisition"). The Acquisition is on a debt-free, cash-free, basis for an
initial consideration of £7.0 million (the "Initial Consideration") with
further deferred consideration of up to £6.75 million, payable in cash over a
two-year period (the "Deferred Consideration"), subject to certain performance
conditions. Together, the total maximum consideration is £13.75 million (the
"Total Consideration").

The Initial Consideration will be satisfied by a payment of £3.7 million in
cash on completion and through the allotment of 1,322,000 new ordinary shares
of 5 pence each in the Company (the "Consideration Shares"). A proportion of
the Consideration Shares have been placed on behalf of JPS Group's selling
shareholders (the "Vendors") via a vendor placing of 842,000 Consideration
Shares (the "Placing Shares") at a price of 250 pence per Placing Share (the
"Placing Price") raising proceeds of approximately £2.1 million for the
Vendors (the "Vendor Placing").

The Placing Price represents a discount of 9.4 per cent. to the mid-market
closing price of 276 pence on 9 February 2024, being the latest practicable
date prior to the date of this announcement. The remaining 480,000
Consideration Shares (the "Vendors' Consideration Shares") will be retained by
the Vendors and will be subject to a twelve-month lock-up period and orderly
marketing arrangements. Vendors' Consideration Shares represent approximately
2.8 per cent. of the Company's enlarged share capital on Admission.

 

Acquisition highlights

·      Good Energy has agreed to acquire JPS Group for an Initial
Consideration of £7.0 million, on a debt-free, cash-free basis

·      Further Deferred Consideration of up to £6.75 million payable in
cash over a two-year period subject to the achievement of certain performance
conditions.

·      Based in Maidstone, Kent, JPS Group was founded in 2011 and
comprises of a leading solar and storage installer and its wholly owned
subsidiary Trust a standalone distribution and procurement business whose
customers include JPS.

·      For the financial year ended 30 April 2023, JPS Group reported
revenue of £12.2 million and profit before tax of £0.6 million.

·      For the financial year ending 30 April 2024, the JPS Group is on
track to deliver revenue of £19.6 million and profit before tax of £1.3
million.

·      The Acquisition strengthens Good Energy's service offering and
accelerates the Company's energy services growth strategy in targeting higher
margin, growth markets with lower working capital requirements. Good Energy is
targeting an equal weighting of energy services and energy supply earnings by
2025.

·      The Acquisition is expected to be earnings accretive in the
current year ending 31 December 2024.

·      JPS's highly experienced management team has committed to remain
with the business.

 

Vendor Placing highlights

·      Vendor Placing to raise approximately £2.1 million for the
Vendors at the Placing Price. Placing Shares will represent 5.0 per cent. of
the Company's enlarged share capital on Admission.

·      Vendor Placing allows the Company to preserve existing cash
resources for working capital requirements and retains flexibility to continue
to pursue both organic and inorganic growth opportunities.

·      The Vendor Placing will be effected pursuant to the Company's
existing shareholder authorities and is not conditional upon Shareholder
approval.

·      Investec Bank plc ("Investec") is acting as Nominated Adviser,
Joint Bookrunner and Joint Broker alongside Canaccord Genuity Limited
("Canaccord") as Joint Bookrunner and Joint Broker in connection with the
Placing (together the "Joint Bookrunners").

 

Outlook

·      Good Energy has continued to trade in line with the Board's
expectations following its last update to the market in November 2023.

 

Nigel Pocklington, Chief Executive Officer of Good Energy Group PLC

"The acquisition of the JPS Group is an exciting next step in Good Energy's
growth strategy and further solidifies our position as the UK's go-to solar
specialist.

 

"Solar is experiencing a boom in the UK and its role in decarbonising our
energy system is absolutely crucial. Installations are back at the peak we saw
during the introduction of the Feed-in-Tariff - another period in which Good
Energy was a key player, leading to our position as the largest voluntary
administrator of the scheme today with over 180,000 solar generator customers.

 

"The solar installation market was worth £1.9 billion in 2023 with
installations growing 38 per cent. on already strong growth in 2022. This is
pronounced in the South East, which is the region with the fastest rate of
domestic installations in the country.

 

"The JPS  Group has carved a position as a leading installer across the
region, serving as the solar specialist in the South East of the UK for larger
homes and properties with more complex requirements. It is growing at a
significant rate to help supply a specific market that is demanding premium
clean energy products and services, which Good Energy is well positioned to
provide as a premium, trusted and truly green energy supplier.

 

"Having integrated our previous acquisitions we are already marketing solar,
storage and heat pumps alongside supply as everything you need for a greener
home or business. Integrating JPS Group under the Good Energy brand will help
to grow and consolidate Good Energy's market share, affirm us as solar and
storage experts, while also providing the opportunity for Good Energy to
introduce its wider product suite to a new customer base."

 

 

For further information, please contact:

 Good Energy Group PLC                                                     Email: press@goodenergy.co.uk
 Nigel Pocklington, Chief Executive

 Charlie Parry, Director of Corporate Strategy & Investor Relations

 Ian McKee, Head of Communications
 Investec Bank plc (Nominated Adviser, Joint Bookrunner and Joint Broker)
 Henry Reast / James Rudd / Maria Gomez de Olea                            Tel: +44 (0) 20 7597 5970
 Canaccord Genuity Limited (Joint Bookrunner and Joint Broker)
 Henry Fitzgerald - O'Connor / Harry Rees                                   Tel: +44 (0) 20 7523 4617
 SEC Newgate UK                                                            Email: GoodEnergy@secnewgate.co.uk
 Elisabeth Cowell / Molly Gretton                                          Tel: +44 (0)7900 248213

 

 

 

Good Energy Group PLC

Acquisition of JPS Renewable Energy Ltd and its wholly owned subsidiary, Trust
Solar Wholesale Limited

and

 Vendor Placing to raise £2.1 million

1.    Introduction

Good Energy Group PLC ("Good Energy" or the "Company") (AIM: GOOD), the 100
per cent. renewable electricity and energy services provider, has announced
that it has entered into a conditional binding agreement to acquire the entire
issued share capital of JPS Renewable Energy Ltd ("JPS") , a specialist solar
and storage installation and distribution business, and its wholly owned
subsidiary, Trust Solar Wholesale Limited ("Trust"), a standalone distribution
and procurement business based in Maidstone, Kent (together "JPS Group" or the
"Acquisition"). The Acquisition is on a debt-free, cash-free, basis for an
initial consideration of £7.0 million (the "Initial Consideration") with
further deferred consideration of up to £6.75 million, payable in cash over a
two-year period (the "Deferred Consideration"), subject to certain performance
conditions. Together, the total maximum consideration is £13.75 million (the
"Total Consideration").

The Initial Consideration will be satisfied by payment of £3.7 million in
cash on completion and the allotment of 1,322,000 new ordinary shares of 5
pence each in the Company (the "Consideration Shares"). A proportion of the
Consideration Shares have been placed on behalf of JPS Group's selling
shareholders (the "Vendors") via a vendor placing of 842,000 Consideration
Shares (the "Placing Shares") at a price of 250 per Placing Share (the
"Placing Price") raising proceeds of approximately £2.1 million for the
Vendors (the "Vendor Placing").

The Placing Price represents a discount of 9.4 per cent. to the mid-market
closing price of 276 pence on 9 February 2024, being the latest practicable
date prior to the date of this announcement. The remaining 480,000
Consideration Shares will be retained by the Vendors (the "Vendors'
Consideration Shares") and will be subject to a twelve-month lock-up period
and orderly marketing arrangements.

The Acquisition is expected to be earnings accretive in the current year
ending 31 December 2024. Completion of the Acquisition is expected to occur on
or around 13 February 2024.

 

2.    Background to and reasons for the Acquisition

Good Energy's purpose is to power a cleaner, greener world by making it simple
to generate, share, store, use and travel with clean power. Its mission is to
support one million homes and businesses to cut carbon from their energy and
transport use by 2025 by providing clean energy services across electric
vehicles, through the installation of solar and storage, heat pumps and by
providing 100 per cent. renewable electricity supply. All of which are key
parts of the path to decarbonisation.

Energy is undergoing a mass transition as we drive towards net zero, in which
the way people engage with it becomes more participatory - generating,
sharing, storing and using it differently. Low carbon, small scale
technologies including solar, storage and heat pumps have a huge role to play
in this shift, which is already underway. The UK small scale (sub 50kW) solar
installation market was worth £1.9 billion in 2023, with installations
increasing 38 per cent. and a target CAGR of 9.9 per cent. 1  (#_ftn1) to
2030, representing one of the leading solutions to helping the UK achieve its
net-zero targets. The South East of the UK is a regional leader in this space,
representing 19 per cent. UK market share and has the fastest rate of domestic
installations, with year-on-year growth of 20 per cent.

Air source heat pump installations in the UK grew 20 per cent. in 2023 to over
35,000, driven partially by a 50 per cent. increased government grant to
£7,500, in line with a push towards meeting the government's target of
600,000 installations per year by 2028.

Over the last two years, in line with Good Energy's growth strategy, the
company has made a number of strategic acquisitions to help achieve its
ambition to be a key driver in this transition and be the UK's go-to company
for solar services. In December 2022, the Company acquired Igloo Works a heat
pump installer, and in June 2023 it acquired Wessex ECOEnergy, a solar
installer based in the South West of the UK, representing a building block of
our energy services strategy and providing access to high-growth, high margin
and low working capital markets.

The Acquisition is a natural next step in building the Company's installation
footprint across the South, propelling it to become a leading brand for solar,
storage and heat pump installation and services.

Led by a highly experienced and professional team with over a decade of
experience as industry leaders within solar panel and battery system
installation for larger homes, JPS and its subsidiary solar wholesale
distributer company Trust, specialise in serving larger homes and properties
with complex heating systems across the South East. Having achieved 424
installations in 2023 that, on average, were 40 per cent. above the national
average installation price and 24 per cent. higher than the average domestic
installation size, the Company is growing at a significant rate to help supply
a specific target market that is demanding clean energy products and services
to power homes and businesses. With similar target customer bases but
differing regional coverage, the acquisition fits well alongside Wessex
ECOenergy, to ensure Good Energy can provide end-to-end service for a larger
volume of demand than many that regional and national competitors are unable
to provide.

The integration of JPS into the Good Energy business has the potential to grow
and consolidate Good Energy's market share and provide the opportunity for the
Company to introduce its wider product suite to a new customer base, whilst
continuing to generate long-lasting customer relationships that appreciate the
benefits of the Good Energy integrated service offering and ecosystem. The
Company is already accelerating growth in services with its prior acquisitions
by cross-selling and through streamlining integration of central support
across sales, marketing, HR, finance and legal. 14 per cent. of Good Energy
heat pump installation customers chose Good Energy as a supplier, 20 per cent.
of solar installations switch to Good Energy supply and export. The business
has also introduced new solar services and tariffs to up to 69,000 eligible
existing customer meters and has 40 B2B contracts in pipeline stage for import
and micro-generation.

In 2023 the South East was the top performing region in the UK for total
number of solar sales by value, representing 19 per cent. of the total UK
market. The South West, where Good Energy already have installation capacity,
was the second largest region by value with 14 per cent. These two regions
combined (including London) accounted for 37 per cent. of UK solar sales by
value in 2023 a market worth £1.9 billion

Good Energy plans to integrate JPS Group following the model applied with its
integration of Wessex ECOEnergy, meaning the Company can offer premium solar
installation services across the South. It intends to harmonise produces,
services and brand within 12 months, strengthening Good Energy's overall brand
and positioning as a premium solar specialist.

 

3.    Information on JPS and Trust

JPS is a domestic and commercial solar and storage installation business which
was founded in 2011 and currently employs 58 staff as a group. Based in
Maidstone, Kent, it is predominantly focused on servicing the South East of
England. Its wholly owned subsidiary Trust is a standalone solar and storage
parts and product distribution and procurement business whose customers
include JPS.

 

JPS

In 2023 JPS completed 424 installations of which 95 per cent. were domestic.
Of the total installations, 83 per cent. were located in the South East, 10
per cent. in London and the remainder being larger national commercial
installations.

JPS serves the more bespoke end of the installation market as reflected in
domestic installation pricing and installation system size being approximately
40 per cent. and 24 per cent. above the national average respectively. This
demonstrates consumer willingness to pay for high quality service and an
ability to manage larger more complex jobs compared with smaller installations
which are lower in price and typically served by other energy companies or
those with a national subcontract model.

JPS aligns directly to Good Energy own customer vision, service quality and
differentiation. Combined, JPS and Good Energy can offer larger, more complex,
more expensive jobs than volume driven national installers. Offer supply,
export and smart tariffs to add to JPS's existing offering and have greater
customer reach than pure play regional installers.

For the financial year ended 30 April 2023, JPS's solar and storage
installation division reported revenue of £9.8 million and profit before tax
of £0.5 million and is currently on track to deliver revenue of £9.7 million
and profit before tax of £1.0 million for the year ending 30 April 2024.

 

Trust

Trust is a wholesale business founded by the directors of JPS which
distributes solar and related products, including battery systems, EV
chargers, inverters and other accessories nationally across the UK. The
subsidiary business has six dedicated employees (included within the 58 total)
and serves other smaller solar and storage installation business customers in
addition to providing JPS with enhanced supply chain ownership.

For the nine months to 31 October 2023, Trust reported revenue of £2.4
million and profit before tax of £0.1 million. Trust is on track to deliver
revenue of £9.9 million and profit before tax of £0.3 million for the year
ending 30 April 2024.

The JPS Group is headquartered in Maidstone, Kent and has 58 employees and
contractors. The existing management team have committed to remain with the
business and have been incentivised for two years post completion of the
acquisition subject to performance conditions.

4.    Good Energy's current trading

At the time of its trading update for the 10 months to 31 October as announced
on 28 November 2023, Good Energy made the following statement:

"Following a strong first half of the year, the Company's trading to the end
of October has been ahead of expectations. If seasonal normal weather and
stable commodity market conditions continue for the remainder of the year,
Good Energy expects to deliver earnings ahead of the Board's expectations for
the full year seeing a profit before tax of at least £4m."

The Board of Good Energy confirms that as at the date of this announcement the
Board's expectations for the year ended 31 December 2023 remain unchanged.

5.    Terms of the Acquisition

The Acquisition Agreement was executed on 12 February 2024.

The Acquisition Agreement is governed by English law and is conditional only
upon on Admission. The total consideration for the transfer by the Vendors of
the JPS Group to the Company is up to £13.75 million.

The Initial Consideration is £7.0 million (on a cash free/debt free basis
subject to an adjustment for working capital) which will be satisfied by a
payment of £3.7 million in cash and through the allotment of 1,322,000
Consideration Shares on completion. The Initial Consideration will be adjusted
to reflect cash, debt and working capital as at completion by reference to
completion accounts to be drawn up no later than 40 business days following
completion.

A proportion of the Consideration Shares have been placed on behalf of the
Vendors via the Vendor Placing of 842,000 Placing Shares raising proceeds of
approximately £2.1 million for the Vendors. The remaining 480,000 Vendors'
Consideration Shares will be retained by the Vendors and will be subject to a
twelve-month lock-up period and orderly marketing arrangements pursuant to a
separate lock-in deed entered into between the Company and the Vendors on 12
February 2024.

Deferred Consideration of up to a further £6.75 million is payable based on
certain financial and profit before tax milestones in respect of JPS Group,
for the financial years ending April 2024 and 2025, and in respect of
achieving certain quality and health and safety milestones.

The Vendors have given certain customary business warranties (with certain
warranties being subject to materiality qualifications) and a tax covenant,
and their liability under the Acquisition Agreement is subject to limitations
in time and amount.

6.    Details of the Vendor Placing

Under the terms of a placing agreement entered into today between the Company,
Investec and Canaccord (the "Placing Agreement"), the Joint Bookrunners have
each agreed to use their reasonable endeavours to procure subscribers for the
Placing Shares to raise approximately £2.1 million for the Vendors. The
Placing Shares will represent a maximum of 5.0 per cent. of the Company's
existing issued share capital. The Placing Shares will, following Admission,
rank pari passu with the existing issued ordinary shares of the Company and
will have the right to receive all dividends and other distributions declared,
made or paid in respect of the issued ordinary share capital of the Company
following Admission.

The Vendor Placing, which is subject to the terms and conditions set out in
the appendix to this announcement, is conditional upon, inter alia, Admission
becoming effective and the Placing Agreement becoming unconditional in all
respects by no later than 8.00 a.m. on 13 February 2024 or such later date
(being not later than 8.00 a.m. on 16 February 2024) as the Company, Investec
and Canaccord may agree. Application has been made to the London Stock
Exchange for the Placing Shares to be admitted to trading on AIM. It is
expected that Admission will occur and that dealings will commence at 8.00
a.m. on 13 February 2024.

The allotment and issue of the Placing Shares will not exceed the Company's
existing authorities. Therefore, no shareholder approval is required.

7.    Total voting rights

Following Admission, the Company will have 18,216,130 Ordinary Shares in
issue. There are no Ordinary Shares held in treasury. Therefore, the Company
hereby confirms that the total number of voting rights in the Company will,
following Admission, be 18,216,130. This figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

The Appendix to this Announcement (which forms part of this Announcement) sets
out further information relating to the terms and conditions of the Vendor
Placing. Persons who choose to participate in the Vendor Placing, by making an
oral or written offer to subscribe for 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.

IMPORTANT NOTICES

The information contained in this Announcement is for information purposes
only and does not purport to be full or complete. No reliance may be placed
for any purpose on the information contained in this Announcement or its
accuracy, fairness or completeness. The information in this Announcement is
subject to change.

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in, or into the United
States, Australia, Canada, Japan, or South Africa or to any persons in any of
those jurisdictions or any other jurisdiction where to do so would constitute
a violation of the relevant securities laws of such jurisdiction. This
Announcement is for information purposes only and does not constitute an offer
to sell or issue, or the solicitation of an offer to buy, acquire or subscribe
for any shares in the capital of the Company in the United States, Australia,
Canada, Japan or South Africa or any other state or jurisdiction in which such
offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, 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 US
Securities Act and in compliance with the securities laws of any state or
other jurisdiction of the United States. No public offering of the Placing
Shares is being made in the United States.

This Announcement does not constitute a prospectus or offering memorandum or
an offer in respect of any securities and is not intended to provide the basis
for any decision in respect of the Company or other evaluation of any
securities of the Company or any other entity and should not be considered as
a recommendation that any investor should subscribe for, purchase, otherwise
acquire, sell or otherwise dispose of any such securities.

Recipients of this Announcement who are considering acquiring Placing Shares
are reminded that they should conduct their own investigation, evaluation and
analysis of the business, data and property described in this Announcement.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Vendor Placing. The price and value of
securities can go down as well as up. 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 shareholder or prospective
investor should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial, business or
tax advice.

Members of the public are not eligible to take part in the Vendor Placing.
This Appendix and the terms and conditions set out herein are for information
purposes only and are directed only at: (a) in a member state of the European
Economic Area (the "EEA"), persons who are, unless otherwise agreed by the
Joint Bookrunners, "qualified investors" as defined in Article 2(1)(e) of the
Prospectus Regulation (EU) 2017/1129 as supplemented by Commission Delegated
Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979
(the "EU Prospectus Regulation") and includes any relevant implementing
measure in any member state); and (b) in the United Kingdom, persons who are
qualified investors within the meaning of Article 2(1)(e) of the EU Prospectus
Regulation as it forms part of the domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018 and the European Union (Withdrawal
Agreement) Act 2020(as amended) (the "UK Prospectus Regulation") and who are:
(i) "investment professionals" within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "Order"); (ii) persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (iii) persons to whom it may otherwise be lawfully communicated (all such
persons together being referred to as "Relevant Persons"). This Announcement
and the terms and conditions set out herein must not be acted on or relied on
by persons who are not Relevant Persons. Any investment or investment activity
to which this Announcement and the terms and conditions set out herein relate
is available only to Relevant Persons and will be engaged in only with
Relevant Persons. Persons into whose possession this Announcement (including
the Appendix) comes are required by the Company and the Joint Bookrunners to
inform themselves about and to observe any such restrictions.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA") by, a 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
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. Persons needing advice should consult
an independent financial adviser. Reliance on this Announcement for the
purpose of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested.

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

This Announcement has been issued by, and is the sole responsibility of, the
Company. No undertaking, representation or warranty or other assurance,
express or implied, is or will be made or given by either of the Joint
Bookrunners, or by any of their respective partners, directors, officers,
employees, advisers, consultants, affiliates or agents as to or in relation
to, the accuracy or completeness of the information or opinions contained in
this Announcement or any other written or oral information made available to
any interested person or its advisers, and any liability therefore is
expressly disclaimed. None of the information in this Announcement has been
independently verified or approved by either of the Joint Bookrunners or any
of their respective partners, directors, officers, employees, advisers,
consultants, affiliates or agents. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by the
regulatory regime established under it, no responsibility or liability whether
arising in tort, contract or otherwise, is accepted by either of the Joint
Bookrunners or any of their respective partners, directors, officers,
employees, advisers, consultants or affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly, from any use
of this Announcement or its contents or otherwise in connection with this
Announcement or from any acts or omissions of the Company in relation to the
Vendor Placing.

Investec Bank plc is authorised by the Prudential Regulatory Authority (the
"PRA") and regulated in the United Kingdom by the PRA and the Financial
Conduct Authority ("FCA"). Investec Europe Limited (trading as Investec
Europe), acting as agent on behalf of Investec Bank plc in certain
jurisdictions in the EEA, ("Investec Europe" and Investec Bank plc together,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Investec
is acting exclusively for the Company and no one else in connection with the
Vendor Placing, the contents of this Announcement and other matters described
in this Announcement. Investec will not regard any other person as its client
in relation to the Vendor Placing, the contents of this Announcement and other
matters described in this Announcement and will not be responsible to anyone
(including any placees in the Vendor Placing) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Vendor Placing, the contents of this
Announcement or any other matters referred to in this Announcement.

Investec's responsibilities as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc (the
"London Stock Exchange") and are not owed to the Company or to any director of
the Company or to any other person.

 Genuity Limited ("Canaccord") is authorised and regulated by the FCA in the
United Kingdom. Canaccord is acting exclusively for the Company and no one
else in connection with the Vendor Placing, the contents of this Announcement
and other matters described in this Announcement. Canaccord will not regard
any other person as its client in relation to the Vendor Placing, the contents
of this Announcement and other matters described in this Announcement and will
not be responsible to anyone (including any placees in the Vendor Placing )
other than the Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to the Vendor Placing,
the contents of this Announcement or any other matters referred to in this
Announcement.

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or either of the Joint Bookrunners that would permit an offering
of such shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company, Investec and Canaccord  to
inform themselves about, and to observe, such restrictions.

In connection with the Vendor Placing, each of the Joint Bookrunners and any
of their affiliates, acting as investors for their own account, may take up a
portion of the shares in the Vendor Placing as a principal position and in
that capacity may retain, purchase, sell, offer to sell for the own accounts
or otherwise deal for their own account in such shares and other securities of
the Company or related investments in connection with the Vendor Placing or
otherwise. Accordingly, references to Placing Shares being offered, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or acquisition, placing or dealing by, the Joint Bookrunners and any of
their affiliates acting in such capacity. In addition, the Joint Bookrunners
and any of their affiliates may enter into financing arrangements (including
swaps) with investors in connection with which the Joint Bookrunners and any
of their respective affiliates may from time to time acquire, hold or dispose
of shares. The Joint Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic and business conditions, market-related
risks such as fluctuations in interest rates and exchange rates, the policies
and actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other uncertainties
of future acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the jurisdictions in
which the Company and its respective affiliates operate, the effect of
volatility in the equity, capital and credit markets on the Company's
profitability and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. These forward looking statements reflect the
Company's judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its actual results
of operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement. The information
contained in this Announcement is subject to change without notice. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates, supplements or revisions to
any forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.

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 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. Any investment decisions to buy Placing
Shares in the Vendor Placing must be made solely on the basis of publicly
available information, which has not been independently verified by the Joint
Bookrunners.

The Placing Shares to be issued pursuant to the Vendor Placing will not be
admitted to trading on any stock exchange other than AIM, a market operated by
the London Stock Exchange plc.

Information to Distributors

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

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

APPENDIX: TERMS AND CONDITIONS OF THE VENDOR PLACING

 

IMPORTANT INFORMATION ON THE VENDOR PLACING FOR INVITED PLACEES ONLY.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT:
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129, AS AMENDED FROM TIME TO TIME, (THE "PROSPECTUS REGULATION")
("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE
QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS") WITHIN THE MEANING OF THE UK
VERSION OF THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER")(INVESTMENT PROFESSIONALS); (II)
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE
AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. There will be no
public offer of the Placing Shares in the United States.

Each Placee should consult with its own advisors as to legal, tax, business
and related aspects of a purchase of Placing Shares.

The distribution of this Announcement and/or the Vendor Placing and/or the
issue of the Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, the Joint Bookrunners 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 this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about and to observe
any such restrictions.

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, Japan or the Republic
of South Africa. 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, Japan or the
Republic of South Africa or any other jurisdiction outside the EEA or the UK

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

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

By participating in the Vendor Placing, each Placee will be deemed to have
read and understood this Announcement in its entirety, to be participating,
making an offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:

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

2.           in the case of an Investor in the United Kingdom, in
the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Regulation (each, a "Relevant Member State") who
acquires any Placing Shares pursuant to the Vendor Placing:

(a)              it is a Qualified Investor or UK Qualified
Investor within the meaning of the Prospectus Regulation or UK Prospectus
Regulation (as applicable); and

(b)              in the case of any Placing Shares acquired by it
as a financial intermediary, as that term is used in the Prospectus
Regulation:

(i)           the Placing Shares acquired by it in the Vendor
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 or in circumstances in which the prior consent of the
Joint Bookrunners have been given to the offer or resale;

(ii)          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; and

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

(i)           the Placing Shares acquired by in the Vendor Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, person in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than the UK Qualified Investors
or in circumstances in which the prior consent of the Joint Bookrunners have
been given to the offer or resale;

(ii)          where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than UK Qualified Investors, the offer
of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons.

3.           it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it has
authority to exercise, and is exercising, investment discretion and has the
authority to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this Announcement;

4.           it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix;

5.           (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the Placing Shares
in an "offshore transaction" as defined in and pursuant to Regulation S under
the US Securities Act ("Regulation S"); (ii) it is aware of the restrictions
on the offer and sale of the Placing Shares pursuant to Regulation S; and
(iii) the Placing Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S; and

6.           it acknowledges that the Placing Shares have not been
and will not be registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, 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, and that there will be no public offer of
the Placing Shares in the United States.

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 the FCA in
relation to the Vendor Placing or the Placing Shares and Placees' commitments
will be made solely on the basis of their own assessment of the Company, the
Placing Shares and the Vendor Placing based on the information contained in
this Announcement, and any other information publicly announced through a
regulatory information service ("RIS") by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available Information")
and subject to any further terms set forth in the contract note sent to
individual Placees.

Each Placee, by participating in the Vendor 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 none 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 responsibility or liability for any Placee's decision to
participate in the Vendor 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 Vendor
Placing. No Placee should consider any information in this Announcement to be
legal, tax or business advice. Each Placee should consult its own attorney,
tax advisor, and business advisor for legal, tax and business advice regarding
an investment in the Placing Shares. 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 are acting as joint bookrunners in connection with the
Vendor Placing and have today entered into the Placing Agreement with the
Company under which, on the terms and subject to the conditions set out in the
Placing Agreement, the Joint Bookrunners, as agents for and on behalf of the
Company, have severally (and not jointly or jointly and severally) agreed to
use their respective reasonable endeavours to procure placees for the Placing
Shares.

The Vendor Placing is not underwritten by the Joint Bookrunners. As the Vendor
Placing is structured as a vendor placing the Company shall have no interest
in the proceeds of the Vendor Placing which are instead to be for the account
of the Vendors under the Acquisition Agreement.

The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and rank pari passu in
all respects with the existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the Placing Shares, and will
on issue be free of all claims, liens, charges, encumbrances and equities.

Application for admission to trading

Application was made to the London Stock Exchange plc (the "London Stock
Exchange") on 1 February 2024 for the admission of the Placing Shares to
trading on AIM ("Admission").

It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. (London time) on 13 February 2024 (or such later time and/or date as
the Joint Bookrunners may agree with the Company) and that dealings in the
Placing Shares will commence at that time.

Participation in, and principal terms of, the Vendor Placing

1.           The Joint Bookrunners are arranging the Vendor Placing
severally, and not jointly, or jointly and severally, as bookrunners and
placing agents of the Company. Participation in the Vendor Placing will only
be available to persons who may lawfully be, and are, invited to participate
by either of the Joint Bookrunners. Each of the Joint Bookrunners may itself
agree to be a Placee in respect of all or some of the Placing Shares or may
nominate any member of its group to do so.

2.           The price per Placing Share (the "Placing Price") is
250 pence. An offer to acquire Placing Shares, which has been communicated by
a prospective Placee to the relevant Bookrunner which has not been withdrawn
or revoked prior to publication of this Announcement shall not be capable of
withdrawal or revocation immediately following the publication of this
Announcement without the consent of the Joint Bookrunners.

3.           The Company and the Joint Bookrunners will consult on
and agree the allocation of the proposed Placees (the proposed allocations
having been supplied by the Joint Bookrunners to the Company in advance of
such consultation). Allocations are confirmed orally or electronically by the
Joint Bookrunners and a contract note despatched as soon as possible
thereafter. A Bookrunner's confirmation to such Placee constitutes an
irrevocable legally binding commitment upon such person (who at that point
becomes a Placee), in favour of the Joint Bookrunners and the Company, to
acquire the number of Placing Shares allocated to it and to pay the Placing
Price in respect of such shares on the terms and conditions set out in this
Appendix and in accordance with the Company's articles of association.
Except with the relevant Bookrunner's consent, such commitment will not be
capable of variation or revocation after the time at which it is submitted.

4.           Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the relevant Bookrunner.
The terms of this Appendix will be deemed incorporated in that contract note.

5.           Irrespective of the time at which a Placee's allocation
pursuant to the Vendor Placing is confirmed, settlement for all Placing Shares
to be subscribed for pursuant to the Vendor Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".

6.           All obligations under the Vendor Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Vendor Placing" and to the Vendor Placing
not being terminated on the basis referred to below under "Right to terminate
under the Placing Agreement".

7.           By participating in the Vendor Placing, each Placee
agrees that its rights and obligations in respect of the Vendor Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.

8.           To the fullest extent permissible by law, neither the
Joint Bookrunners, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Joint Bookrunners, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees shall have any responsibility or liability (including to the
extent permissible by law, any fiduciary duties) in respect of the Joint
Bookrunners' conduct of the Vendor Placing or of such alternative method of
effecting the Vendor Placing as the Joint Bookrunners and the Company may
determine.

9.           The Placing Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to subscribe
for Placing Shares on the terms set out herein will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Vendor Placing and Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Joint
Bookrunners' conduct of the Vendor Placing.

10.         All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.

Conditions of the Vendor Placing

The Vendor Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms. The
Joint Bookrunners' obligations under the Placing Agreement are conditional on
customary conditions including (amongst others) (the "Conditions"):

1.           certain announcement obligations;

2.           Admission occurring no later than 8.00 a.m. (London
time) on 13 February 2024 (or such later time and/or date, as the Joint
Bookrunners may otherwise agree with the Company) (the "Closing Date");

3.           the Acquisition Agreement having been duly executed by
the parties thereto;

4.           the obligations of the Joint Bookrunners not having
been terminated in accordance with the terms of the Placing Agreement and the
Acquisition Agreement not having been terminated or rescinded; and

5.           in the opinion of the Joint Bookrunners there having
been no Material Adverse Change between the date of the Placing Agreement and
Admission.

The Joint Bookrunners (if they both agree) may, at their discretion and upon
such terms as they think fit, waive compliance by the Company with certain of
the Conditions or extend the time or date provided for fulfilment of any such
Conditions in respect of all or any part of the performance thereof. The
condition in the Placing Agreement relating to Admission taking place may not
be waived. Any such extension or waiver will not affect Placees' commitments
as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Joint Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified below under
"Right to terminate under the Placing Agreement", the Vendor Placing will not
proceed and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.

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

Right to terminate under the Placing Agreement

Each of the Joint Bookrunners is entitled, at any time before Admission, to
terminate the Placing Agreement in accordance with its terms in certain
circumstances, including (amongst other things):

1.           where any of the warranties contained in the Placing
Agreement was untrue, inaccurate or misleading;

2.           any Acquisition Document is terminated in accordance
with its terms or there has been a breach of any of the warranties, agreements
or undertakings or other obligations in an Acquisition Document where the
Joint Bookrunners consider (acting in good faith) that breach to be material
in the context of the Vendor Placing and/or Admission;

3.           if any of the Conditions have (i) become incapable of
satisfaction or (ii) not been satisfied before the latest time provided in the
Placing Agreement and have not been waived if capable of being waived by the
Joint Bookrunners; or

4.           the occurrence of a Material Adverse Change or certain
force majeure events.

Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.

By participating in the Vendor Placing, each Placee agrees that (i) the
exercise by either of the Joint Bookrunners of any right of termination or of
any other discretion under the Placing Agreement shall be within the absolute
discretion of such Bookrunner and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances described
above under "Right to terminate under the Placing Agreement" and "Conditions
of the Vendor Placing", and its participation will not be capable of
rescission or termination by it after oral confirmation by the Joint
Bookrunners of their respective allocation.

Lock-up Arrangements

The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and 180 days after the Closing Date, it will not,
without the prior written consent of the Joint Bookrunners (such consent not
to be unreasonably withheld or delayed) allot, issue, or issue any options
over Ordinary Shares or any other securities exchangeable for, or convertible
into, Ordinary Shares, provided that the foregoing lock-up arrangements shall
not prevent or restrict the allotment and issue of (i) Placing Shares to
Placees pursuant to the Vendor Placing; and/or (ii) any options or grant of
any awards pursuant to (and in accordance with the rules of) the Company's
existing share option or share incentive schemes or the issue of Ordinary
Shares pursuant to the exercise of any options or vesting of any awards under
such schemes.

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

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0033600353)
following Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Joint Bookrunners reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they may deem necessary if delivery or settlement is not
possible or practicable within the CREST system or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.

Each Placee to be allocated Placing Shares in the Vendor Placing will be sent
a contract note in accordance with the standing arrangements in place with the
relevant Bookrunner stating the number of Placing Shares allocated to them at
the Placing Price, the aggregate amount owed by such Placee to the Bookrunner
and settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with the relevant Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by the
relevant Bookrunner as agent for the Company and the relevant Bookrunner will
enter its delivery instruction into the CREST system.  The input to CREST by
a Placee of a matching or acceptance instruction will then allow delivery of
the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take
place on 13 February 2024 on a delivery versus payment basis.

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 four
percentage points above the Bank of England's base rate from time to time but
4 per cent. per year for any period during which that base rate is below zero.

In the event that a Placee defaults in the payment of any subscription monies
prior to Admission, the allotment of the Placing Shares may be reduced
accordingly.  In the event that a Placee defaults in the payment of any
subscription monies after Admission, each Placee is deemed to agree that the
relevant Bookrunner may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for the
Joint Bookrunners' 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 aggregate amount owed by it
and will be required to bear any stamp duty or stamp duty reserve tax or other
taxes or duties (together with any interest or penalties) imposed in any
jurisdiction 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,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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 UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), none of the Joint Bookrunners nor the Company shall be responsible
for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Vendor Placing each Placee (and any person acting on
such Placee's behalf) irrevocably acknowledges, confirms, undertakes,
represents, warrants and agrees (as the case may be) with the Joint
Bookrunners (in their capacity as bookrunners and placing agents of the
Company in respect of the Vendor Placing) and the Company, in each case as a
fundamental term of their application for Placing Shares, the following:

General

1.           it has read and understood this Announcement in its
entirety and its subscription for Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and 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 the Vendor Placing, the Company, the Placing Shares or
otherwise other than the information contained in this Announcement and the
Publicly Available Information;

2.           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 rules and practices of AIM, which
includes a description of the Company's business and the Company's financial
information, including balance sheets and income statements, and that it is
able to obtain or has access to such information without undue difficulty, and
is able to obtain access to such information or comparable information
concerning any other publicly traded companies, without undue difficulty;

3.           the person whom it specifies for registration as holder
of the Placing Shares will be (a) itself or (b) its nominee, as the case may
be. None of the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes or
duties imposed in any jurisdiction (including interest and penalties relating
thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of
such Placee agrees to indemnify the Company and the Joint Bookrunners on an
after-tax basis in respect of any Indemnified Taxes;

4.           neither the Joint Bookrunners nor any of their
respective affiliates, agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person (other than the relevant
Bookrunner) in connection with the Vendor Placing;

5.           time is of the essence as regards its obligations under
this Announcement;

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

No distribution of Announcement

7.           it will not redistribute, forward, transfer, duplicate
or otherwise transmit this Announcement or any part of it, or any other
presentational or other material concerning the Vendor Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such materials to any person;

No prospectus

8.           no prospectus or other offering document is required
under the Prospectus Regulation, nor will one be prepared in connection with,
the Vendor Placing or the Placing Shares and it has not received and will not
receive a prospectus or other offering document in connection with the Vendor
Placing or the Placing Shares;

Purchases by Joint Bookrunners for their own account

9.           in connection with the Vendor Placing, the Joint
Bookrunners and any of their affiliates acting as an investor for its own
account may subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Vendor Placing. Accordingly, references in this Announcement to the
Placing Shares being issued, offered or placed should be read as including any
issue, offering or placement of such shares in the Company to each of the
Joint Bookrunners or any of their affiliates acting in such capacity;

10.         each of the Joint Bookrunners and their affiliates may
enter into financing arrangements and swaps with investors in connection with
which each of the Joint Bookrunners and any of their affiliates may from time
to time acquire, hold or dispose of such securities of the Company, including
the Placing Shares;

11.         the Joint Bookrunners do not intend to disclose the extent
of any investment or transactions referred to in paragraphs 9 and 10 above
otherwise than in accordance with any legal or regulatory obligation to do so;

No fiduciary duty or client of the Joint Bookrunners

12.         the Joint Bookrunners do not owe any fiduciary or other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;

13.         its participation in the Vendor Placing is on the basis
that it is not and will not be a client of any of the Joint Bookrunners in
connection with its participation in the Vendor Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or for providing
advice in relation to the Vendor 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 their
respective rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;

No responsibility of the Joint Bookrunners for information

14.         the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Bookrunner nor their respective
affiliates, agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Vendor Placing based on any information, representation,
warranty or statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;

Reliance on information regarding the Vendor Placing

15.

(a)              the only information on which it is entitled to
rely on and on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in this Announcement, or any Publicly
Available Information (save that in the case of Publicly Available
Information, a Placee's right to rely on that information is limited to the
right that such Placee would have as a matter of law in the absence of this
paragraph 15(a)), such information being all that such Placee deems necessary
or appropriate and sufficient to make an investment decision in respect of the
Placing Shares;

(b)              it has neither received nor relied on any other
information given, or representations, warranties or statements, express or
implied, made, by any of the Joint Bookrunners or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation) with respect
to the Company, the Vendor Placing or the Placing Shares or the accuracy,
completeness or adequacy of any information contained in this Announcement, or
the Publicly Available Information or otherwise;

(c)              none of the Joint Bookrunners, nor the Company,
nor any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has provided, nor will
provide, it with any material or information regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it requested any
of the Joint Bookrunners, the Company, any of their respective affiliates or
any person acting on behalf of any of them to provide it with any such
material or information; and

(d)              none of the Joint Bookrunners or the Company
will be liable for any Placee's decision to participate in the Vendor Placing
based on any other information, representation, warranty or statement,

provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;

Conducted own investigation and due diligence

16.         it may not rely, and has not relied, on any investigation
that the Joint Bookrunners, any of their affiliates or any person acting on
their behalf, may have conducted with respect to the Placing Shares, the terms
of the Vendor Placing or the Company, and none of such persons has made any
representation, express or implied, with respect to the Company, the Vendor
Placing, the Placing Shares or the accuracy, completeness or adequacy of the
information in this Announcement, the Publicly Available Information or any
other information;

17.         in making any decision to subscribe for Placing Shares it:

(a)              has such knowledge and experience in financial
and business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;

(b)              will not look to the Joint Bookrunners for all
or part of any such loss it may suffer;

(c)              is experienced in investing in securities of
this nature in this sector and is aware that it may be required to bear, and
is able to bear, the economic risk of an investment in the Placing Shares;

(d)              is able to sustain a complete loss of an
investment in the Placing Shares;

(e)              has no need for liquidity with respect to its
investment in the Placing Shares;

(f)               has made its own assessment and has satisfied
itself concerning the relevant tax, legal, currency and other economic
considerations relevant to its investment in the Placing Shares; and

(g)              has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and the terms of the Vendor Placing and has satisfied itself that the
information resulting from such investigation is still current and relied on
that investigation for the purposes of its decision to participate in the
Vendor Placing;

Capacity and authority

18.         it is subscribing for the Placing Shares for its own
account or for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the acknowledgements,
representations and agreements contained in this Announcement;

19.         it is acting as principal only in respect of the Vendor
Placing or, if it is acting for any other person, it is:

(a)              duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on behalf of
each such person; and

(b)              and will remain liable to the Company and/or the
Joint Bookrunners for the performance of all its obligations as a Placee in
respect of the Vendor Placing (regardless of the fact that it is acting for
another person);

20.         it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Vendor Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Vendor Placing;

21.         where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account;

22.         it irrevocably appoints any duly authorised officer of
each Bookrunner 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 for
which it agrees to subscribe for upon the terms of this Announcement;

Excluded territories

23.         the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, New Zealand, Canada, Japan or the Republic of
South Africa, or any state, province, territory or jurisdiction thereof;

24.         the Placing Shares may not be offered, sold, or delivered
or transferred, directly or indirectly, in or into the above jurisdictions or
any jurisdiction (subject to certain exceptions) in which it would be unlawful
to do so and 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 the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in the United States, Australia, New Zealand, Canada, Japan or
the Republic of South Africa or any country or jurisdiction, or any state,
province, territory or jurisdiction thereof, where any such action for that
purpose is required;

25.         unless otherwise specifically agreed with the Joint
Bookrunners, it is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares will be, a resident
of, nor have an address in, Australia, New Zealand, Japan, the Republic of
South Africa or any province or territory of Canada;

26.         it may be asked to disclose in writing or orally to the
Joint Bookrunners:

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

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

Compliance with US securities laws

27.         the Placee is a person located outside the United States
and is acquiring the Placing Shares in an "offshore transaction" as defined
in, and in accordance with, Regulation S and it has not been offered to
purchase or subscribe for the Placing Shares by means of any "directed selling
efforts" as defined in Regulation S;

28.         the Placee understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States  except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in accordance with any applicable
state securities laws;

29.         it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Vendor 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;

Compliance with selling restrictions, the Prospectus Regulation and the UK
Prospectus Regulation

30.         if in a member state of the EEA, unless otherwise
specifically agreed with the Joint Bookrunners in writing, it is a Qualified
Investor;

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

32.         if a financial intermediary, as that term is used in the
Prospectus Regulation, the Placing Shares subscribed for by it in the Vendor
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in a
member state of the EEA which has implemented the Prospectus Regulation other
than Qualified Investors, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to each proposed offer or resale;

33.         if a financial intermediary, as that term is used in the
UK Prospectus Regulation, the Placing Shares subscribed for by it in the
Vendor Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
the United Kingdom or to which the UK Prospectus Regulation otherwise applies
other than UK Qualified Investors or in circumstances in which the prior
consent of the Joint Bookrunners has been given to each proposed offer or
resale;

Compliance with FSMA, the UK financial promotion regime and MAR

34.         if in the United Kingdom, that it is a UK Qualified
Investor and is a person (i) having professional experience in matters
relating to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (ii) who falls within Article
49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations,
etc") of the Order, or (iii) to whom it may otherwise lawfully be
communicated;

35.         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 Financial Services and Markets Act 2000, as amended ("FSMA");

36.         it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of FSMA
does not require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not and will not have been
approved by either Bookrunner in its 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 a financial promotion by an
authorised person;

37.         it has complied and will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all applicable provisions in FSMA and the UK version
of Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of 16 April 2014 on market abuse ("MAR")) in respect of anything done in, from
or otherwise involving, the United Kingdom);

Compliance with laws

38.         if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;

39.         it has complied with its obligations under the Criminal
Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any government agency having
jurisdiction in respect thereof (the "Regulations") and the Money Laundering
Sourcebook of the FCA and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;

40.         in order to ensure compliance with the Regulations, each
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to the relevant Bookrunner or the Company's
registrars, as applicable, of evidence of identity, definitive certificates in
respect of the Placing Shares may be retained at the relevant Bookrunner's
absolute discretion or, where appropriate, delivery of the Placing Shares to
it in uncertificated form may be delayed at the relevant Bookrunner's or the
Company's registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identify the relevant
Bookrunner (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either the
relevant Bookrunner and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Vendor 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;

Depositary receipts and clearance services

41.         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 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance service;

Undertaking to make payment

42.         it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares for which it has agreed to subscribe
and acknowledges and agrees that it will make payment in respect of the
Placing Shares allocated to it in accordance with this Announcement on the due
time and date set out herein, failing which the relevant Placing Shares may be
placed with other subscribers or sold as the Joint Bookrunners may in their
sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the proceeds of such sale falls short of
the product of the relevant Placing Price and the number of Placing Shares
allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;

Money held on account

43.         any money held in an account with the relevant Joint
Bookrunners on behalf of the Placee and/or any person acting 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 Bookrunner's
money in accordance with the client money rules and will be held by it under a
banking relationship and not as trustee;

Allocation

44.         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 Joint Bookrunners or the Company 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;

No recommendation

45.         none of the Joint Bookrunners, nor any of their respective
affiliates, nor any person acting on behalf of them, is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Vendor Placing;

Inside information

46.         if it has received any 'inside information' (for the
purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation
to the Company and its securities  in advance of the Vendor Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and it has not:

(a)              used that inside information to acquire or
dispose of securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or any such
financial instruments;

(b)              used that inside information to encourage,
require, recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial instruments; or

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

Rights and remedies

47.         the rights and remedies of the Company and the Joint
Bookrunners under the terms and conditions in this Announcement 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; and

Governing law and jurisdiction

48.         these terms and conditions of the Vendor Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Vendor Placing, and all non-contractual or other obligations arising out of or
in connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation 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 any interest chargeable thereon) may be taken by
either the Company or the Joint Bookrunners in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.

The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as each of the Joint Bookrunners and are irrevocable. The Joint Bookrunners,
the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably authorises
the Company and the Joint Bookrunners to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.

By participating in the Vendor Placing, each Placee (and any person acting on
such Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and 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 this Announcement or incurred by the
Joint Bookrunners, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of the Vendor
Placing.

The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Joint Bookrunners will be responsible and the Placees
shall indemnify the Company and the Joint Bookrunners on an after-tax basis
for any stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or the Joint Bookrunners in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Joint Bookrunners accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription for Placing
Shares.

The Company and the Joint Bookrunners are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of the United
Kingdom. Each prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify the Joint Bookrunners and the
Company accordingly. Furthermore, each prospective Placee agrees to indemnify
on an after-tax basis and hold each of the Joint Bookrunners and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.

In addition, Placees should note that they will be liable for any 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, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial adviser.

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 Vendor Placing will not be
admitted to trading on any stock exchange other than AIM, a market operated by
the London Stock Exchange.

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

 

Definitions

 

 Acquisition Agreement    the conditional agreement in the approved terms relating to the Acquisition to
                          be entered into on the date of this Agreement between (1) the Company and (2)
                          the Vendors.
 Acquisition Document     the Acquisition Agreement and any ancillary documents referred to in the
                          Acquisition Agreement (other than the Placing Agreement).
 Admission                the admission of the Placing Shares to trading on AIM and such admission
                          becoming effective in accordance with the AIM Rules.
 AIM                      a market operated by London Stock Exchange plc.
 AIM Rules                the rules of AIM published by London Stock Exchange plc.
 Company                  Good Energy Group plc.
 Group                    the Company and its subsidiary undertakings.
 Joint Bookrunners        Investec Bank plc and Canaccord Genuity Limited, and "Bookrunner" shall mean
                          any one of them.
 Material Adverse Change  means any adverse change in, or any development reasonably likely to involve a
                          prospective adverse change in, or affecting, the condition (financial,
                          operational, legal or otherwise), earnings, business, management, properties,
                          assets, rights, results of operations, solvency, credit rating or prospects of
                          the Group and/or the Target Group which is material in the context of the
                          Group and/or of the Target Group (as applicable) as a whole, whether or not
                          arising in the ordinary course of business.
 Ordinary Shares          ordinary shares of 5 pence each in the capital of the Company.
 Placee                   the placees procured by the Joint Bookrunners pursuant to the Placing
                          Agreement.
 Placing Agreement        the agreement between the Company and the Joint Bookrunners dated 12 February
                          2024 in connection with the Vendor Placing.
 Placing Price            250 pence per Ordinary Share.
 Placing Shares           the 842,000 new Ordinary Shares to be allotted and, subject to clause 6.6 of
                          the Placing Agreement, issued credited as fully paid under the Acquisition
                          Agreement in consideration, inter alia, of the transfer to the Company of the
                          issued share capital of Target, as provided for by the terms of the
                          Acquisition Agreement.
 Regulation S             Regulation S under the US Securities Act.
 Target                   JPS Renewable Energy Ltd.
 Target Group             the Target and its subsidiary undertakings and references to "member of the
                          Target Group" and "Target Group Company" shall be construed accordingly.
 US Securities Act        the US Securities Act of 1933, as amended.
 Vendor Placing           the proposed conditional placing by the Joint Bookrunners, as agent to the
                          Company, of the Placing Shares at the Placing Price pursuant to the terms and
                          conditions set out in this announcement.
 Vendors                  those persons defined as "Sellers" in the Acquisition Agreement.

 

 

 1  (#_ftnref1) Source: *MCS data base 2023. Domestic market <50kw.. UK
Government solar deployment targets. LCP Delta.'

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