REG - IQE PLC - IQE plc: Proposed Placing and Banking Agreement

IqeAnnouncement

17/05/2023 16:45

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RNS Number : 7774Z  IQE PLC  17 May 2023

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HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR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

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Cardiff, UK

17 May 2023

 IQE plc

Proposed Placing, Retail Offer and Banking Agreement

IQE plc ("IQE" or "the Company"), a leading supplier of compound semiconductor
wafer products and advanced material solutions to the global semiconductor
industry, today announces a proposed fundraise of approximately £30m through
the issue of new ordinary shares of 1p each ("Ordinary Shares") in the capital
of the Company (the "Placing Shares"), by way of a placing to institutional
investors and certain directors of the Company (the "Placing"), at a price of
20 pence per Ordinary Share (the "Issue Price"). In addition, the Company also
intends to conduct a retail offer, open to existing retail investors, of up to
£3m in aggregate value (the "REX Retail Offer") (together, the
"Fundraising"), at the Issue Price.

The Placing is being conducted via an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following this announcement
(the "Announcement") and is subject to the terms and conditions set out in the
appendix to this Announcement (which forms part of this Announcement) (the
"Appendix"). Peel Hunt LLP ("Peel Hunt") and Numis Securities Limited
("Numis") are acting as joint bookrunners in connection with the Placing
(together, the "Joint Bookrunners"). The Bookbuild is expected to close no
later than 7.00 a.m. (London time) on 18 May 2023, but may be closed earlier
or later at the absolute discretion of the Joint Bookrunners. A separate
announcement will be made shortly regarding the REX Retail Offer and its
associated terms.

Background to and the Reasons for the Fundraising

·    As highlighted in the Company's trading update on 9 March 2023, the
semiconductor industry is experiencing a temporary downturn as a result of
heightened inventory levels that built up during the pandemic, coupled with
softer consumer demand. This has resulted in a reduction in orders and
forecasts from IQE's customers.

·    Against this backdrop, the Company is proposing to raise £30m via
the Placing and up to £3m via the REX Retail Offer in order to ensure that
the Company can continue to invest to execute on its strategy, meet its
near-term liquidity requirements and deliver a sustainable balance sheet
position going forward.

·    The Company has also agreed an extension to its $35m revolving credit
facility ("RCF") to May 2026, conditional on completion of the Placing,
ensuring sufficient headroom in the event that the macroeconomic headwinds
persist through H2 2023.

·    In light of the challenging market conditions, the Company has
implemented several cost control and cash preservation measures, including a
10% reduction in labour costs for FY23 and minimisation of PP&E capex. In
total, overheads are forecast to reduce by 7% year-on-year in FY23.

·    As well as these cost-saving measures, IQE has prioritised growth
capex on investment in Gallium Nitride ("GaN") manufacturing capacity. This
will enable the business to diversify into the high growth markets of power
electronics (50% device 5 year CAGR*) and MicroLED display (150%+ device 5
year CAGR*).

·    This investment in GaN manufacturing capabilities represents a
significant opportunity to gain scale in power electronics, through the
purchase of four Aixtron G5+ GaN Reactors. The first two of these will be
installed at IQE's existing Massachusetts facility, with the second two to be
installed in either the US or UK.

·    The new reactors will be deployed on customer-funded R&D
programmes initially and will provide incremental margin improvement,
diversify the product portfolio, build the resilience of the Company, and
reduce customer concentration. The Company has secured preferential delivery
and payment terms to stagger this investment across FY23-FY25.

·    The return on the investment is expected to be incremental to margins
and consistent with the Group's >30% EBITDA margin target set out at the
Capital Markets Day in 2022.

·    The Company has a strong pipeline of strategic and long-term
partnerships and new business opportunities that will underpin growth in H2
2023 and beyond. Despite the current cyclical downturn, the semiconductor
industry has consistently demonstrated growth over many decades and the
Fundraising will ensure that the Company remains well positioned to capitalise
on the significant opportunities ahead.

Unaudited Preliminary Results

IQE has today separately announced its unaudited preliminary results for the
year ended 31 December 2022 ("Unaudited Preliminary Results"). This
Announcement should be read in conjunction with the Unaudited Preliminary
Results. A summary of the financial highlights is set out below:

·    Group revenue for FY 2022 was up 9% to £167.5m (FY 2021: £154.1m).
On a constant currency basis, Group revenue was £151.2m (FY 2021: £154.1m).

·    Group Adjusted EBITDA of £23.4m (FY 2021: £18.7m) with Adjusted
EBITDA margin of 14% (FY 2021: 12%) as costs have been controlled in line with
the Group's efficiency objectives.

·    Reported operating loss of £73.0m (FY 2021: (£20.0m)) is primarily
due to the non-cash impairment of goodwill of £62.7m (see below), with an
adjusted operating loss of £3.6m (FY 2021: £6.5m).

·    Reported net cashflow from operations of £8.9m (FY 2021: £18.9m)
reflecting cash generated through the Group's resilient trading performance
offset by adverse working capital movements and the cash impact of adjusted
non-operational items.

·    Adjusted net debt position (excluding lease liabilities) of £15.2m
as at 31 December 2022 (FY 2021: net debt of £5.8m).

·    Impairment of goodwill of £62.7m (FY 2021: £nil) relates to the
Group's wireless operating segment where reductions in sales volumes,
principally linked to lower levels of smartphone-related demand and continuing
weakness in 5G infrastructure is forecast to result in lower levels of
capacity utilisation and operating segment profitability. The non-cash
impairment results from the near-term softness in forecasts for wireless
products as a result of the industry-wide semiconductor downturn driven by
inventory build-up throughout the supply chain.

Current Trading & Outlook

·    Current trading is affected by the temporary semiconductor industry
downturn, with reduced customer forecasts, orders and associated revenue.

·    H1 2023 revenue expected to be in the range of £50-56m.

·    Net debt as at 31 March 2023 was £24.0m (net debt is defined as cash
less borrowings but excluding lease liabilities and fair value gains/losses on
derivative instruments).

·    FY23 revenue in line with management expectations set out in March
2023 which include a return to year-on-year growth during the second half of
2023.

·    Diversification into high-growth markets of power and display,
targeting GaN growth opportunities in FY 2024 and beyond.

·    The Company expects PP&E capex related to essential maintenance
and health & safety items and existing commitments to be approximately
£7.4m in FY 2023. In addition, the diversification strategy will lead to
investment in GaN of approximately £8.3m.

Banking facilities and funding position

The Company has entered into an agreement with its lending bank, HSBC, to
extend the term of its $35m RCF to May 2026, conditional on the completion of
the Placing. The facility was due to expire in April 2024. The Company has
also agreed revised leverage and interest cover covenants, with quarterly
testing from 31 December 2023.

If the Placing were not to proceed, the Company would receive less
preferential terms from HSBC with the likelihood that further Bank support or
alternative sources of capital would be required to increase liquidity in the
course of 2023 in order to ensure both sufficient headroom and covenant
compliance.

Details of the Placing

The Placing is being conducted through a Bookbuild being managed jointly by
the Joint Bookrunners.

The Bookbuild is expected to close no later than 7.00 a.m. (London time) on 18
May 2023, but may be closed earlier or later at the absolute discretion of the
Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. Allocations are
at the discretion of the Company and the Joint Bookrunners. The book will open
with immediate effect following the release of this Announcement.

Certain Directors of the Company (the "Participating Directors") have agreed
to participate in the Placing for approximately £2.5 million at the Issue
Price.

 Name                Role                                  Approximate value of Placing Shares to be acquired
 Americo Lemos       Chief Executive Officer               £1,500,000
 Dr Andrew W Nelson  President and Non-Executive Director  £1,000,000
 Phil Smith          Chairman                              £20,000
 Carol Chesney       Non-Executive Director                £10,000
 Victoria Hull       Non-Executive Director                £10,000

 

Given the percentage of its existing share capital which the Company is
seeking to issue on a non-pre-emptive basis pursuant to the Placing, its
senior management has consulted with the Company's major shareholders ahead of
the release of this Announcement. A cashbox structure has been chosen for the
Placing as it minimises cost and time to completion. The consultation has
confirmed the Board's view that the Placing is in the best interests of
shareholders, as well as wider stakeholders in the Company. The Company also
considers it important that qualifying shareholders have an opportunity (where
it is practicable for them to do so) to participate in, to the extent
possible, the equity fundraising on equivalent terms and conditions to the
Placing. Accordingly, the Company is offering existing retail shareholders the
opportunity to participate through the REX Retail Offer.

The Placing is conditional upon, among other things, admission of the Placing
Shares and the placing agreement between the Company and the Joint Bookrunners
(the "Placing Agreement") becoming unconditional and not being terminated in
accordance with its terms.

Applications will be made to the London Stock Exchange for admission of the
new Ordinary Shares to be issued pursuant to the Placing to trading on AIM
("First Admission") which is expected to take place at 8.00 am on 22 May 2023.

For the avoidance of doubt, the REX Retail Offer is not part of the Placing
and REX Retail Offer shares are not Placing shares. Applications will be made
to the London Stock Exchange for admission of the new Ordinary Shares to be
issued pursuant to the REX Retail Offer to trading on AIM ("Second Admission")
which is expected to take place at 8.00 am on 23 May 2023.

The appendix to this announcement sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.

Nominee Director Right

Furthermore, Lombard Odier Asset Management (Europe) Limited ("Lombard
Odier"), a substantial shareholder in the Company, has expressed an intention
to subscribe for 50,000,000 Placing Shares at the Issue Price.

The Company and Lombard Odier have agreed that, conditional on the
subscription for Placing Shares by Lombard Odier described above, the Company
will grant Lombard Odier the right to nominate one individual, as a
representative of funds or accounts managed on a discretionary basis by
Lombard Odier Asset Management, to the Board as a Non-executive Director (the
"Nominee Director"), subject to Lombard Odier continuing to hold 12 % or more
of the Ordinary Shares.  The Company has agreed to appoint Lombard Odier's
first Nominee Director to the Board as soon as practicable following
completion of the proposed Placing, subject to compliance with applicable AIM
Rules, consultation with the Company's Nominations Committee and customary
Nomad due diligence.

Americo Lemos, CEO of IQE, commented:

"Our industry is currently experiencing a downturn cycle but it has
demonstrated consistent growth over many decades, which is forecasted to
continue. As macro technology trends drive an increased need for compound
semiconductors, IQE is strategically positioned to serve the global market and
underpin the next wave of innovation. This fundraise enables our investment in
new growth markets including power electronics and microLED display, in line
with our strategy. As a result, we are well-placed to capitalise on our
excellent pipeline and global footprint as we emerge from the current cycle."

*Source: Yole Group, Q4 2022

Enquiries:

 IQE plc

 +44 (0) 29 2083 9400

 Americo Lemos

 Tim Pullen

 Amy Barlow

 Peel Hunt LLP (Nomad, Joint Bookrunner and Joint Broker)

 +44 (0) 20 7418 8900

 Paul Gillam

 Richard Chambers

 James Smith

 Sohail Akbar (ECM Syndicate)

 Jock Maxwell Macdonald (ECM Syndicate)

 Numis (Joint Bookrunner and Joint Broker)

 +44 (0) 20 7260 1000

 Simon Willis

 Hugo Rubinstein

 Iqra Amin

 William Baunton (ECM Syndicate)

 Lazard (Financial Adviser)

 +44 (0) 20 7187 2000

 Simon Chambers

 Keiran Wilson

 Alice Walker

 Alexander Fiallos

 Headland

 Andy Rivett-Carnac

 Tel: +44 (0)7968 997 365

 Chloe Francklin

 Tel: +44 (0)7834 974 624

 

IMPORTANT INFORMATION

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as amended). This
announcement is issued on behalf of the Company by Tim Pullen, CFO.

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

IMPORTANT NOTICES

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

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

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, into or within
the United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the securities referred to herein is being made
in the United States. Subject to certain exceptions, the securities referred
to herein may not be offered or sold in the United States, Australia, Canada,
Japan, the Republic of South Africa. No public offering of the securities
referred to herein is being made in the United States, the United Kingdom or
elsewhere.

The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, Numis Securities Limited ("Numis") or
Peel Hunt LLP ("Peel Hunt" and, together with Numis, the "Joint Bookrunners")
or any of their respective affiliates, or any of its or their respective
directors, officers, partners, employees, advisers or agents (collectively,
"Representatives") that would, or is intended to, 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 restrictions
contained in this Announcement. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate advice before
taking any action.

This Announcement is directed at and is only being distributed to: (a) in
member states of the European Economic Area, persons who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as
amended (the "EU Prospectus Regulation") ("EU Qualified Investors"), (b) in
the United Kingdom, persons who are "qualified investors" within the meaning
of Article 2(e) of the UK version of Regulation (EU) 2017/1129 as it forms
part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation"), who (i) have professional experience
in matters relating to investments and who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) are persons who fall within Article 49(2)(a) to (d) of the Order ("UK
Qualified Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each such person in (a), (b) and (c), a "Relevant Person"). No
other person should act on or rely on this Announcement. By accepting the
terms of this Announcement, you represent, warrant and agree that you are a
Relevant Person. This Announcement must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this Announcement or the Placing relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.

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

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

Each of Numis and Peel Hunt is authorised and regulated in the United Kingdom
by the Financial Conduct Authority ("FCA"). Each of Numis and Peel Hunt is
acting exclusively for the Company and for no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing or any other matter
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
giving advice in relation to the Placing or any other matter referred to in
this Announcement. The responsibilities of Peel Hunt as the Company's
nominated adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or any director, shareholder or any other person. Numis is
not acting for the Company with respect to the REX Retail Offer.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to the Company, and
no one else, in connection with the matters set out in this announcement, and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the contents of this announcement or any other matter or arrangement
referred to herein. Neither Lazard nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any matter,
arrangement or statement contained or referred to herein or otherwise.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of Numis or Peel Hunt or by their respective
affiliates or any of their respective Representatives as to, or in relation
to, the accuracy, adequacy, fairness or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers or any other statement made or
purported to be made by or on behalf of Numis or Peel Hunt or any of their
respective affiliates or any of their respective Representatives in connection
with the Company, the Placing Shares or the Placing and any responsibility and
liability whether arising in tort, contract or otherwise therefor is expressly
disclaimed. No representation or warranty, express or implied, is made by
Numis or Peel Hunt or any of their respective affiliates or any of their
respective Representatives as to the accuracy, fairness, verification,
completeness or sufficiency of the information or opinions contained in this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

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

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

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. In the United Kingdom,
this Announcement is being distributed and communicated only in circumstances
in which section 21(1) of FSMA does not apply.

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

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

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

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

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

Each of the Joint Bookrunners and their respective affiliates may have engaged
in transactions with, and provided various commercial banking, investment
banking, financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which they would
have received customary fees and commissions. Each of the Joint Bookrunners
and their respective affiliates may provide such services to the Company
and/or its affiliates in the future.

UK Product Governance Requirements

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

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

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

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU
PROSPECTUS REGULATION")) ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK
PROSPECTUS REGULATION")) WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) ARE
PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED
INVESTORS"), AND (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(EACH SUCH PERSON IN (A), (B) AND (C), A "RELEVANT PERSON").

NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES
THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX 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 (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS
SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS
APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, 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 "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED
STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 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, THE UNITED KINGDOM OR
ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL,
TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

None of IQE plc (the "Company"), Numis Securities Limited ("Numis") or Peel
Hunt LLP ("Peel Hunt" and, together with Numis, the "Joint Bookrunners") or
any of its or their respective affiliates or any of its or their respective
directors, officers, partners, employees, advisers or agents (collectively,
"Representatives") makes any representation or warranty, express or implied to
any Placees (as defined below) regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.

Persons who are invited to and who choose to participate in the placing (the
"Placing") of the Placing Shares (as defined below) by making an oral or
written offer to acquire Placing Shares (including any individuals, funds or
others on whose behalf a commitment to acquire Placing Shares is given)
("Placees") will (i) be deemed to have read and understood this Announcement,
in its entirety; and (ii) be making such offer on the terms and conditions,
and to be providing (and shall only be permitted to participate in the Placing
on the basis that they have provided) the representations, warranties,
indemnities, acknowledgements, undertakings and agreements, contained in this
Appendix.

In particular, each such Placee represents, warrants, acknowledges and agrees
to each of the Company and the Joint Bookrunners 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 only;

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

3.          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 Announcement (including this Appendix)
and that any Placing Shares acquired by it in the Placing will not be acquired
and/or subscribed for on a non-discretionary basis on behalf of, nor will they
be acquired or subscribed for with a view to their offer or resale to, persons
in circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA to EU Qualified
Investors, or in the United Kingdom to UK Qualified Investors or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to each such proposed offer or resale;

4.          it understands that the Placing Shares have not been and
will not be registered under the Securities Act or under the securities laws
of any state or other jurisdiction of the United States and may not be offered
or sold, 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 Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States;

5.          it, and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are either (a)(i) outside the
United States and will be outside the United States at the time the Placing
Shares are acquired by it and (ii) acquiring the Placing Shares in an
"offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S
under the Securities Act ("Regulation S"); or (b) a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "QIB") for its own
account or for the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account (if acquiring
the Placing Shares for the account of one or more other persons, it has full
power and authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such person) who has executed and
delivered to the Company and the Joint Bookrunners a US investor letter
substantially in the form provided to it;

6.          if it is resident in Canada, it is resident in either the
province of Ontario, Quebec, Alberta, British Columbia or Manitoba; is
purchasing as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for investment only and
not with a view to resale or redistribution; is not an individual; is an
"accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or, in Ontario, as
such term is defined in section 73.3(1) of the Securities Act (Ontario); and
is a "permitted client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103"); and

7.          the Company and the Joint Bookrunners will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for participation in the
Placing by Placees. The book will open with immediate effect. This Appendix
gives details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares. Members of the public are not
entitled to participate in the Placing.

The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their absolute
discretion, determine.

Details of the Placing Agreement and of the Placing Shares

Numis and Peel Hunt are acting as joint global co-ordinators and joint
bookrunners in connection with the Placing. The Company has today entered into
an agreement (the "Placing Agreement") with the Joint Bookrunners under which,
subject to the terms and conditions set out therein, each of the Joint
Bookrunners has agreed, severally and not jointly or jointly and severally, as
agent for and on behalf of the Company, to use its reasonable endeavours to
procure Placees for new ordinary shares of one penny each in the capital of
the Company (the "Placing Shares"), in such number, if any, to be determined
following completion of the Bookbuild and as may be agreed between the Joint
Bookrunners and the Company and set out in the executed term sheet (the "Term
Sheet") and, to the extent that any Placee (other than the participating
directors of the Company (the "Participating Directors")) defaults in paying
the Placing Price (as defined below) in respect of any of the Placing Shares
allocated to it, each of the Joint Bookrunners has agreed, severally and not
jointly or jointly and severally, to subscribe for such Placing Shares at the
Placing Price. For the avoidance of doubt, the Joint Bookrunners shall have no
obligation to acquire any shares for which any of the Participating Directors
defaults in paying. In the event that the Joint Bookrunners acquire Placing
Shares in the Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required by
applicable law or regulation, the Joint Bookrunners do not propose to make any
public disclosure in relation to such transactions.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of one penny each
in the capital of the Company (the "Ordinary Shares"), including the right to
receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares,
and will be issued free of all claims, liens, charges, encumbrances and
equities.

The allotment and issue of the Placing Shares will be effected by way of a
placing of new Ordinary Shares in the Company for non-cash consideration. Peel
Hunt will subscribe for ordinary shares and redeemable preference shares in a
Jersey incorporated wholly-owned subsidiary of the Company ("JerseyCo") for an
amount approximately equal to the net proceeds of the Placing. The Company
will allot and issue the Placing Shares on a non-pre-emptive basis to Placees
in consideration for the transfer to the Company by Peel Hunt of the ordinary
shares and redeemable preference shares in JerseyCo that will be issued to
Peel Hunt. Following such transfer, the Company will own all of the issued
ordinary and redeemable preference shares of JerseyCo, whose only asset will
be its cash reserves, which will represent an amount approximately equal to
the net proceeds of the Placing.

Application for admission

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

It is expected that Admission will become effective at or around 8.00 a.m. on
22 May 2023 (or such later time and/or date as may be agreed between the
Company and the Joint Bookrunners) and that dealings in the Placing Shares
will commence at that time.

Participation in, and principal terms of, the Placing

1.          Each of Numis and Peel Hunt is acting as a joint global
co-ordinator, joint bookrunner and agent of the Company in connection with the
Placing.

2.          Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the Joint
Bookrunners. Each of the Joint Bookrunners and their respective agents and
affiliates are each entitled to enter bids in the Bookbuild as principal.

3.          The price per Placing Share payable to the Joint
Bookrunners by all Placees whose bids are successful is 20 pence (the "Placing
Price"). The final number of Placing Shares will be determined by the Company
(in consultation with the Joint Bookrunners) following completion of the
Bookbuild. The final number of Placing Shares to be issued will be announced
on a FCA-listed regulatory information service (a "Regulatory Information
Service") following the completion of the Bookbuild.

4.          To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at either of the Joint Bookrunners. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for at the
Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis
referred to in paragraph 11 below.

5.          A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint Bookrunners'
consent, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to the Company
and the Joint Bookrunners. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to each of the Joint Bookrunners as
agent of the Company, to pay in cleared funds immediately on the settlement
date, in accordance with the registration and settlement requirements set out
below, an amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the Company has
agreed to allot to them.

6.          The Bookbuild is expected to close no later than 7 a.m.
(London time) on 18 May 2023, but may be closed earlier or later at the
absolute discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed.

7.          Each prospective Placee's allocation will be agreed
between the Joint Bookrunners and the Company and will be confirmed orally or
in writing by either of the Joint Bookrunners (each as agent of the Company)
following the close of the Bookbuild. This confirmation to such Placee will
constitute an irrevocable legally binding commitment upon that person (who
will at that point become a Placee) in favour of the Joint Bookrunners and the
Company to subscribe for the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association and each Placee will be
deemed to have read and understood this Announcement (including this Appendix)
in its entirety.

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

9.          By participating in the Bookbuild, each Placee will agree
that its rights and obligations in respect of the Placing will terminate only
in the circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by a Joint
Bookrunner.

10.        Each prospective Placee's allocation and commitment will be
evidenced by a contract note or trade confirmation issued to such Placee by
either of the Joint Bookrunners. The terms of this Appendix will be deemed
incorporated by reference therein.

11.        Subject to paragraphs 4 and 5 above, the Joint Bookrunners
may choose to accept bids, either in whole or in part, on the basis of
allocations determined in agreement with the Company and may scale down any
bids for this purpose on such basis as they may determine. The Joint
Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time; and (ii)
allocate Placing Shares after the Bookbuild has closed to any person
submitting a bid after that time. The Company reserves the right (upon
agreement with the Joint Bookrunners) to reduce or seek to increase the amount
to be raised pursuant to the Placing.

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

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

14.        To the fullest extent permissible by law, none of the Joint
Bookrunners or the Company or any of their respective affiliates or any of
their respective Representatives shall have any responsibility or liability
(whether in contract, tort or otherwise) to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of the
Joint Bookrunners or the Company or any of their respective affiliates or any
of their respective Representatives shall have any responsibility or liability
(whether in contract, tort or otherwise and including to the fullest extent
permissible by law, any fiduciary duties) in respect of the conduct of the
Bookbuild or of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Joint Bookrunners under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:

1.          each of the representations and warranties of the Company
contained in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement and at all times before
Admission;

2.          the Company complying with its obligations and
undertakings under the Placing Agreement, so far as the same fall to be
performed or satisfied on or prior to Admission;

3.          the Term Sheet having been executed;

4.          there not having occurred, in the good faith opinion of
the Joint Bookrunners, any material adverse change in respect of the Company
and the Group;

5.          the deed of amendment and restatement between the
Company, certain other members of the Group and HSBC UK Bank plc in relation
the multicurrency revolving facility agreement dated 21 January 2019 between
these same parties (the "Bank Extension Agreement") having been duly executed
and delivered by the parties thereto and having become unconditional in all
respects and continuing to have, full force and effect and not having lapsed
or been varied, modified, supplemented, rescinded or terminated (in whole or
part);

6.          the Company allotting, subject only to Admission, the
Placing Shares in accordance with the terms of the Placing Agreement; and

7.          Admission taking place by not later than 8.00 a.m.
(London time) on 22 May 2023 (or such later time and/or date as may be agreed
between the Company and the Joint Bookrunners, being not later than 2 June
2023).

The Joint Bookrunners may at their discretion waive compliance by the Company
with certain of the conditions and/or agree an extension in time for their
satisfaction. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.

If (a) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled (or, where permitted, waived or
extended in writing by the Joint Bookrunners) or become incapable of
fulfilment on or before the date or time specified for the fulfilment thereof
(or such later date and/or time as the Joint Bookrunners may agree); or (b)
the Placing Agreement is terminated in the circumstances specified below, the
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 the Placee in respect thereof.

Neither the Joint Bookrunners nor any of their respective affiliates nor any
of their respective Representatives shall have any responsibility or liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is in
the absolute discretion of the Joint Bookrunners.

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

Restriction on further issue of securities

The Company has undertaken that it will not, and will procure that none of its
subsidiaries will, at any time between the date of the Placing Agreement and
the date which is 180 days after the date of Admission without the prior
written consent of the Joint Bookrunners enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain customary
carve-outs agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to consent to waive the undertaking by the Company of
a transaction which would otherwise be subject to such undertaking in the
Placing Agreement shall be within the absolute discretion of the Joint
Bookrunners, and that neither the Joint Bookrunners nor the Company need to
make any reference to, consult with, or seek consent from, Placees and that
the Joint Bookrunners shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent or failure so
to exercise.

Right to terminate under the Placing Agreement

At any time before Admission, the Joint Bookrunners are entitled to terminate
the Placing Agreement in the following circumstances, amongst others: (i) if
any of the Company's warranties or representations are not or cease to be true
and accurate or have become misleading; or (ii) if any of the conditions have
not been satisfied (or, where capable of waiver, waived by the Joint
Bookrunners) by the date specified therein; or (iii) the Company fails to
comply with any of its obligations or undertakings under the Bank Extension
Agreement; or (iv) in the good faith opinion of the Joint Bookrunners, there
shall have occurred any material adverse change in respect of the Company and
the Group (within the meaning of the Placing Agreement); or (v); if the
application for Admission is refused by the London Stock Exchange.

Upon notice being given to the Company, 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 Placing, Placees agree that the exercise or
non-exercise by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners, and that neither the Joint Bookrunners nor the
Company need to make any reference to, consult with, or seek consent from,
Placees and that neither the Joint Bookrunners nor the Company shall have any
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.

No prospectus

No offering document or prospectus has been or will be prepared or submitted
to be approved by the FCA or submitted to the London Stock Exchange or in any
other jurisdiction in relation to the Placing and no such prospectus is
required (in accordance with the UK Prospectus Regulation and the EU
Prospectus Regulation) to be published. Placees' commitments will be made
solely on the basis of their own assessment of the Company, the Placing and
the Placing Shares based on information contained in this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company simultaneously
with or prior to the date of this Announcement, and subject to the further
terms set forth in the contract note or trade confirmation to be provided to
individual prospective Placees. Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement and all other
publicly available information previously and simultaneously published by or
on behalf of the Company by notification to a Regulatory Information Service
is exclusively the responsibility of the Company and has not been
independently verified by the Joint Bookrunners. Each Placee, by accepting a
participation in the Placing, further confirms that it has neither received
nor relied on any other information, representation, warranty or statement
made by or on behalf of the Company, the Joint Bookrunners or any other person
and none of the Joint Bookrunners or the Company or any of their respective
affiliates or any of their respective Representatives will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude or limit the liability of any person for fraud or fraudulent
misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0009619924)
following Admission will take place within the CREST system, subject to
certain exceptions. In the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to
the Placing, the Company and the Joint Bookrunners may agree that the Placing
Shares should be issued in certificated form. The Joint Bookrunners and the
Company reserve the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees in certificated form or by
such other means as they 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.

Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or trade confirmation stating the
number of Placing Shares to be allocated to it at the Placing Price and
settlement instructions. It is expected that such contract note or trade
confirmation will be despatched on or around 18 May 2023 and that this will
also be the trade date.

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 that it has in place with the relevant
Joint Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by
Peel Hunt as agent for the Company and Peel Hunt will enter its delivery (DEL)
instruction into the CREST system. Peel Hunt will hold any Placing Shares
delivered to this account as nominee for the Placees until settlement. 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 will be on 22 May 2023 on a T+2 basis and on a
delivery versus payment basis in accordance with the instructions given to the
Joint Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the account and benefit of each of the Joint Bookrunners, 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 may be required to bear any stamp duty or stamp duty
reserve tax or other similar taxes (together with any interest or penalties
thereon) imposed in any jurisdiction which may arise upon the sale of such
Placing Shares on such Placee's behalf. By communicating a bid for Placing
Shares, each Placee confers on each of the Joint Bookrunners all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which each of the Joint Bookrunners lawfully
takes 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 or trade confirmation is copied
and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (and/or any
interest, fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue 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 or the Company shall be responsible for
the payment thereof.

Placees (or any nominee or other agent acting on behalf of a Placee) will not
be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees (as the
case may be) with each Joint Bookrunner and the Company, in each case as a
fundamental term of its application for Placing Shares, that:

1.          it has read and understood this Announcement (including
this Appendix) in its entirety and that its participation in the Bookbuild and
the Placing and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and it undertakes not to redistribute or duplicate this Announcement
and that it has not relied on, and will not rely on, any information given or
any representations, warranties or statements made at any time by any person
in connection with Admission, the Bookbuild, the Placing, the Company, the
Placing Shares or otherwise;

2.          no offering document or prospectus has been or will be
prepared in connection with the Placing or is required under the UK Prospectus
Regulation, the Financial Services and Markets Act 2000, as amended ("FSMA")
or any other applicable law and it has not received and will not receive a
prospectus or other offering document in connection with Admission, the
Bookbuild, the Placing, the Company or the Placing Shares;

3.          the Placing does not constitute a recommendation or
financial product advice and the Joint Bookrunners have not had regard to its
particular objectives, financial situation and needs;

4.          if it has received any "inside information" concerning
the Company or its shares or other securities or related financial instruments
in advance of the Placing, that it has not: (i) dealt in the securities of the
Company; (ii) encouraged or required another person to deal in the securities
of the Company; or (iii) disclosed such information to any person except as
permitted by the UK version of Market Abuse Regulation (EU) No. 596/2014 as it
forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended ("UK MAR") and any delegating acts, implementing acts, technical
standards and guidelines thereunder, prior to the information being made
publicly available;

5.          it has the power and authority to carry on the activities
in which it is engaged, to subscribe and/or acquire Placing Shares and to
execute and deliver all documents necessary for such subscription and/or
acquisition;

6.          none of the Joint Bookrunners or the Company or any of
their respective affiliates or any of their respective Representatives or any
person acting on behalf of any of them has provided, and none of them will
provide, it with any material or information regarding the Placing Shares or
the Company or any other person other than this Announcement, nor has it
requested any of the Joint Bookrunners, the Company or any of their respective
affiliates or any of their respective Representatives or any person acting on
behalf of any of them to provide it with any such material or information;

7.          (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company simultaneously with or prior to the date of this
Announcement (the "Publicly Available Information"); and (ii) the Company's
Ordinary Shares are admitted to trading on AIM and the Company is therefore
required to publish certain business and financial information in accordance
with UK MAR, the rules and practices of the London Stock Exchange and relevant
regulatory authorities (the "Exchange Information"), which includes a
description of the nature of the Company's business, most recent balance sheet
and profit and loss account, and it has reviewed such Exchange Information as
it has deemed necessary or that it is able to obtain or access the Exchange
Information without undue difficulty; and (iii) it has had access to such
financial and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing. Each Placee further acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing;

8.          (i) none of the Company or the Joint Bookrunners or any
of their respective affiliates or any of their respective Representatives or
any person acting on their behalf has made any warranties or representations
to it, express or implied, with respect to the Company, the Placing and the
Placing Shares or the accuracy, fairness, completeness or adequacy of the
Publicly Available Information or the Exchange Information, and each of them
expressly disclaims any liability in respect thereof; and (ii) it will not
hold the Joint Bookrunners or any of their respective affiliates or any of
their respective Representatives or any person acting on their behalf
responsible for any misstatements in or omissions from any Publicly Available
Information or any Exchange Information. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person for
fraudulent misrepresentation made by that person;

9.          the content of this Announcement is exclusively the
responsibility of the Company and that neither the Joint Bookrunners nor any
of their respective affiliates nor any of their respective Representatives nor
any person acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement contained in this
Announcement or any information previously or subsequently published by or on
behalf of the Company, including, without limitation, any Publicly Available
Information or Exchange Information, and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the Company or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placing Shares is contained in this
Announcement and any Publicly Available Information including (without
limitation) the Exchange Information, such information being all that it deems
necessary and/or appropriate to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given, investigation made or representations, warranties or
statements made by either of the Joint Bookrunners or the Company or any of
their respective affiliates or any of their respective Representatives or any
person acting on their behalf and neither the Joint Bookrunners nor the
Company nor any of their respective affiliates nor any of their respective
Representatives nor any person acting on its or their behalf will be liable
for any Placee's decision to accept an invitation to participate in the
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;

10.        it has not relied on any information relating to the Company
contained in any research reports prepared by the Joint Bookrunners or any of
their respective affiliates or any of their respective Representatives or any
person acting on their behalf and understands that (i) none of the Joint
Bookrunners or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf has or shall have any
liability for public information or any representation; (ii) none of the Joint
Bookrunners or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf has or shall have any
liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and (iii) none of the Joint Bookrunners or any of
their respective affiliates or any of their respective Representatives or any
person acting on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such information,
whether at the date of publication, the date of this Announcement or
otherwise;

11.        in making any decision to acquire Placing Shares, (i) it has
such knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of taking
up the Placing Shares; (ii) it is experienced in investing in securities of a
similar nature to the Ordinary Shares and in the sector in which the Company
operates and is aware that it may be required to bear, and is able to bear,
the economic risk of participating in, and is able to sustain a complete loss
in connection with, the Placing; (iii) it has relied on its own examination,
due diligence and analysis of the Company and its affiliates taken as a whole,
including the markets in which the Company and its affiliates operate, and the
terms of the Placing, including the merits and risks involved, and not upon
any view expressed or information provided by or on behalf of either of the
Joint Bookrunners; (iv) it has had sufficient time and access to information
to consider and conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory, tax,
business, currency and other economic and financial considerations relevant to
such investment and has so conducted its own investigation to the extent it
deems necessary for the purposes of its investigation, and (v) it will not
look to the Company, the Joint Bookrunners, any of their respective
affiliates, any of their respective Representatives or any person acting on
their behalf for all or part of any such loss or losses it or they may suffer;

12.        it satisfies any and all standards for investors in the
Placing Shares imposed by the jurisdiction of its residence or otherwise;

13.        unless otherwise specifically agreed with the Joint
Bookrunners, it and each account it represents is not and, at the time the
Placing Shares are acquired, will not be, located in Australia, Japan, the
Republic of South Africa or any other jurisdiction in which it is unlawful to
make or accept an offer to acquire the Placing Shares;

14.        (i) it and each account it represents is acquiring the
Placing Shares for investment purposes, and is not acquiring the Placing
Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly of any such Placing Shares in or into
Australia, Canada, Japan, the Republic of South Africa, or any other
jurisdiction in which the same would be unlawful; and (ii) it understands, and
each account it represents has been advised, that the Placing Shares have not
been and will not be registered or qualified for distribution by way of a
prospectus under the securities legislation of Australia, Canada, Japan, the
Republic of South Africa and, subject to certain exceptions, may not be
offered, sold, acquired, renounced, distributed or delivered or transferred,
directly or indirectly, within or into those jurisdictions or in any country
or jurisdiction where any such action for that purpose is required;

15.        it understands, and each account it represents has been
advised that, (i) the Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state or other
jurisdiction of the United States; (ii) the Placing Shares are being offered
and sold only (a) to persons reasonably believed to be QIBs in transactions
exempt from the registration requirements of the Securities Act or (b) in an
"offshore transaction" within the meaning of and pursuant to Regulation S
under the Securities Act; (iii) the Placing Shares may only be reoffered or
resold in transactions exempt from, or not subject to, the registration
requirements of the Securities Act and no representation has been made as to
the availability of any exemption under the Securities Act or any relevant
state or other jurisdiction's securities laws for the reoffer, resale, pledge
or transfer of the Placing Shares; and (iv) a prospectus will not be published
in respect of any of the Placing Shares under the Securities Act or the
securities laws of any state or other jurisdiction of the United States;

16.        it is not acquiring any of the Placing Shares as a result of
any form of "directed selling efforts" within the meaning of Regulation S or
as a result of any form of "general solicitation" or "general advertising"
within the meaning of Rule 502(c) of Regulation D under the Securities Act;

17.        it is not an affiliate (as defined in Rule 501(b) under the
Securities Act) of the Company, and is not acting on behalf of an affiliate of
the Company;

18.        the Placing Shares offered and sold in the United States
are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and for so long as the Placing Shares are restricted
securities, it will segregate such Placing Shares from any other shares in the
Company that it holds that are not restricted securities, will not deposit the
Placing Shares into any depositary receipt facility maintained by any
depositary bank in respect of the Company's ordinary shares and will notify
any subsequent transferee of such Placing Shares of the applicable transfer
restrictions;

19.        it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the Placing
(including any electronic copies thereof), directly or indirectly, whether in
whole or in part, in or into the United States, Australia, Canada, Japan or
the Republic of South Africa;

20.        if it is a pension fund or investment company, its
acquisition of Placing Shares is in full compliance with applicable laws and
regulations;

21.        if the Placing Shares were offered to it in the United
States, it has consulted its own independent advisors or otherwise has
satisfied itself concerning, without limitation, the effects of United States
federal, state and local income tax laws (including as to the consequences of
the Company being or becoming a "passive foreign investment company" (as
defined in Sec on 1297 of the U.S. Internal Revenue Code of 1986, as amended
(the "Code")) and foreign tax laws generally and the U.S. Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), the U.S. Investment Company
Act of 1940, as amended, and the Securities Act;

22.        either: (a) it is not and for so long as it holds the
Placing Shares (or any interests therein) will not be a "benefit plan
investor" as defined in Sec on 3(42) of ERISA, or a governmental, church or
non-U.S. plan which is subject to any federal, state, local or non-U.S. law
that is substantially similar to Sec on 406 of ERISA or Sec on 4975 of the
Code ("Similar Law"); or (b) its acquisition, holding and disposition of the
Placing Shares will not result in a non-exempt prohibited transaction under
Sec on 406 of ERISA or Sec on 4975 of the Code, or, in the case of such a
governmental, church or non-U.S. plan, a violation of any Similar Law;

23.        neither it, nor the person specified by it for registration
as holder of Placing Shares is, or is acting as nominee or agent for, and the
Placing Shares will not be allotted to, a person who is or may be liable to
stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96
of the Finance Act 1986 (depositary receipts and clearance services), it is
not participating in the Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of the Placing Shares would give
rise to such a liability and 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;

24.        it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, UK MAR and any delegating
acts, implementing acts, technical standards and guidelines thereunder, and in
connection with money laundering and terrorist financing, under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer
of Funds (Information on the Payer) Regulations 2017 (as amended) 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, satisfactory evidence has been obtained
and recorded by it to verify the identity of the third party as required by
the Regulations. If within a reasonable time after a request for verification
of identity, the Joint Bookrunners have not received such satisfactory
evidence, the Joint Bookrunners may, in their absolute discretion, terminate
the Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited;

25.        if it is a financial intermediary, as that term is used in
Article 5 of the EU Prospectus Regulation or Article 5 of the UK Prospectus
Regulation: (a) any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in any member state of the
EEA other than EU Qualified Investors or persons in the United Kingdom other
than UK Qualified Investors, or in circumstances in which the prior consent of
the Joint Bookrunners has been given to each such proposed offer or resale; or
(b) where Placing Shares will be acquired by it on behalf of persons in any
member state of the EEA other than EU Qualified Investors or persons in the
United Kingdom other than UK Qualified Investors, the offer of those Placing
Shares will not be treated under the EU Prospectus Regulation or UK Prospectus
Regulation as having been made to such persons;

26.        it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;

27.        it understands that 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, and further understands that this
Announcement must not be acted on or relied on by persons who are not Relevant
Persons;

28.        if it is in a member state of the EEA, it is an EU Qualified
Investor and, to the extent applicable, any funds on behalf of which it is
acquiring the Placing Shares that are located in a member state of the EEA are
each themselves such an EU Qualified Investor;

29.        if it is in the United Kingdom, it and any person acting on
its behalf is a UK Qualified Investor and it is a "professional client" or an
"eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct
of Business Sourcebook;

30.        it undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Placing Shares that are allocated to it for the
purposes of its business only;

31.        it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA except in
circumstances falling within Article 1(4) of the EU Prospectus Regulation
which do not result in any requirement for the publication of a prospectus
pursuant to Article 3 of the EU Prospectus Regulation;

32.        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 the approval of the communication by an authorised person and
it acknowledges and agrees that this Announcement has not been approved by the
Joint Bookrunners in their capacity as an authorised person under section 21
of 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;

33.        it has complied and will comply with all applicable laws
(including all relevant provisions of FSMA in the United Kingdom) with respect
to anything done by it in relation to the Placing Shares;

34.        no action has been or will be taken by either the Company or
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 any country or jurisdiction where any such action for that
purpose is required;

35.        it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make the acknowledgments, undertakings, representations and
agreements and give the indemnities herein on behalf of each such person; and
(ii) it is 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
Placing (regardless of the fact that it is acting for another person). Each
Placee agrees that the provisions of this paragraph shall survive the resale
of the Placing Shares by or on behalf of any person for whom it is acting;

36.        (i) it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory; (iii) it has fully
observed such laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 affiliates or any of
their respective Representatives acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the Placing; and (iv) the
acquisition of the Placing Shares by it or any person acting on its behalf
will be in compliance with applicable laws and regulations in the jurisdiction
of its residence, the residence of the Company, or otherwise;

37.        it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its participation in the
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;

38.        it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will make payment for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement (including this Appendix)
on the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other persons or sold as the Joint Bookrunners may
in their absolute discretion determine and without liability to such Placee,
and it will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty or stamp
duty reserve tax or other similar taxes (together with any interest or
penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;

39.        its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
acquire, and that the Joint Bookrunners or the Company may call upon it to
acquire a lower number of Placing Shares (if any), but in no event in
aggregate more than the aforementioned maximum;

40.        neither the Joint Bookrunners nor any of their respective
affiliates nor any of their respective Representatives nor any person acting
on behalf of any of them, are making any recommendations to it or advising it
regarding the suitability or merits of any transactions it may enter into in
connection with the Placing and participation in the Placing is on the basis
that it is not and will not be a client of either of the Joint Bookrunners and
the Joint Bookrunners have no duties or responsibilities to it for providing
the protections afforded to their respective clients or customers or for
giving advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;

41.        the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself; or (ii) its nominee, as the case may
be. Neither the Joint Bookrunners nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar taxes
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify on an after-tax
basis and hold harmless the Company, each of the Joint Bookrunners and their
respective affiliates and each of their respective Representatives in respect
of the same on an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of the Joint Bookrunners (or either one of
them) who will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;

42.        it will indemnify, on an after-tax basis, and hold harmless
the Company, each of the Joint Bookrunners and their respective affiliates and
their respective Representatives from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising, directly or
indirectly, out of or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;

43.        it acknowledges that it irrevocably appoints any director or
authorised signatories of the Joint Bookrunners as its agent for the purposes
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 agreed to be taken up by it under the Placing;

44.        in connection with the Placing, either of the Joint
Bookrunners and any of their respective affiliates acting as an investor for
their own account may acquire Placing Shares and in that capacity may acquire,
retain, purchase or sell for their own account such Ordinary Shares in the
Company and any other securities of the Company or related investments and may
offer or sell such securities or other investments otherwise than in
connection with the Placing. Accordingly, references in this Announcement to
shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint Bookrunners
or their respective affiliates in such capacity. In addition, the Joint
Bookrunners may enter into financing arrangements and swaps with investors in
connection with which the Joint Bookrunners may from time to time acquire,
hold or dispose of such securities of the Company, including the Placing
Shares. Neither the Joint Bookrunners nor their respective affiliates intend
to disclose the extent of any such investment or transactions otherwise than
in accordance with any legal or regulatory obligation to do so;

45.        each of the Joint Bookrunners and their respective
affiliates may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company and/or its
affiliates for which they would have received customary fees and commissions.
Each of the Joint Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future;

46.        a communication that the transaction or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the transaction and securities will
be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve
the right to take up a portion of the securities in the Placing as a principal
position at any stage at their sole discretion, inter alia, to take account of
the Company's objectives, MiFID II or other regulatory requirements and/or
their allocation policies;

47.        its commitment to acquire Placing Shares on the terms set
out in this Announcement (including this Appendix) and in the contract note or
trade confirmation will continue notwithstanding any amendment that may in the
future be made to the terms and conditions of the Placing and that Placees
will have no right to be consulted or require that their consent be obtained
with respect to the Company's or the Joint Bookrunners' conduct of the
Placing;

48.        neither the Company nor the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or indemnities in the
Placing Agreement;

49.        it may not rely on any investigation that any of the Joint
Bookrunners or any person acting on its behalf may or may not have conducted
with respect to the Company and its affiliates, the Placing Shares or the
Placing and the Joint Bookrunners have not made any representation or warranty
to it, express or implied, with respect to the suitability or merits of any
transactions it may enter into in connection with the Placing, or as to the
condition, financial or otherwise, of the Company and its affiliates, or as to
any other matter relating thereto, and no information has been prepared by, or
is the responsibility of, the Joint Bookrunners for the purposes of the
Placing;

50.        where it is acquiring the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
acquire the Placing Shares for each managed account and it has full power to
make the acknowledgements, representations and agreements herein on behalf of
each such account;

51.        time is of the essence as regard its obligations in respect
of its participation in the Placing under these terms and conditions;

52.        these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) 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 agreements and such
non-contractual obligations, 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;

53.        if it is resident in Canada:

(a)      it understands that the offering of the Placing Shares is being
made on a private placement basis only in the provinces of Ontario, Quebec,
Alberta, British Columbia and Manitoba (the "Canadian Private Placement
Provinces") on a basis exempt from the requirement that the Company prepare
and file a prospectus with the relevant securities regulatory authorities in
Canada and as such, any resale of the Placing Shares must be made in
accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws;

(b)      it is resident in one of the Canadian Private Placement
Provinces;

(c)      it is purchasing the Placing Shares as principal, or is deemed
to be purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale or
redistribution;

(d)      it is not an individual;

(e)      it is an "accredited investor" as such term is defined in
section 1.1 of NI 45-106 or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario), as applicable;

(f)       it is a "permitted client" as such term is defined in section
1.1 of NI 31-103;

(g)      it has not received any offering memorandum (as such term is
defined under Canadian securities law) from any party in respect of the
Placing or the Placing Shares;

(h)      it understand that any resale of the Placing Shares acquired by
it in the Placing must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant jurisdiction, and
which may require resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise under a
discretionary exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority and that these
resale restrictions may under certain circumstances apply to resales of the
Placing Shares outside of Canada; and

(i)       no person has made any written or oral representations to such
Placee (i) that any person will resell or repurchase the Instruments, (ii)
that any person will refund the purchase price of the Placing Shares, or (iii)
as to the future price or value of the Placing Shares; and

54.        the Company, the Joint Bookrunners and their respective
affiliates and their respective Representatives and others will rely upon the
truth and accuracy of the acknowledgements, representations, warranties,
indemnities, undertakings and agreements set forth herein and which are given
to each of the Joint Bookrunners on its own behalf and on behalf of the
Company and are irrevocable and it 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. It agrees that if any of the acknowledgements,
representations, warranties, undertakings and agreements made in connection
with its subscribing and/or acquiring of Placing Shares is no longer true or
accurate, it shall promptly notify the Company and the Joint Bookrunners.

The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company and the
Joint Bookrunners and are irrevocable.

Each Placee not acquiring the Placing Shares in an "offshore transaction"
pursuant to Regulation S (each a "U.S. Placee") shall make specific
representations, warranties, agreements and acknowledgements pursuant to a
U.S. investor representation letter. Each U.S. Placee acknowledges that it
will not be permitted to purchase, subscribe for or otherwise take up Placing
Shares unless it has signed and returned such a representation letter in
accordance with the terms thereof.

The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or 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 is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
and representation from each Placee, 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
may be payable, for which neither the Company nor the Joint Bookrunners will
be responsible and each Placee shall indemnify on an after-tax basis and hold
harmless the Company, the Joint Bookrunners and their respective affiliates
and their respective Representatives for any stamp duty or stamp duty reserve
tax or other similar tax paid or otherwise payable by them 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.

Neither the Company nor the Joint Bookrunners is liable to bear any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable in or outside the United Kingdom
by any Placee or any other person on a Placee's acquisition of any Placing
Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the Company, each
of the Joint Bookrunners and their respective affiliates and their respective
Representatives from any and all interest, fines or penalties in relation to
any such duties or taxes.

Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Joint Bookrunners accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that the Joint Bookrunners and/or any of their respective affiliates
may, at their absolute discretion, agree to become a Placee in respect of some
or all of the Placing Shares. Each Placee acknowledges and is aware that the
Joint Bookrunners are receiving a fee in connection with their role in respect
of the Placing as detailed in the Placing Agreement. When a Placee or person
acting on behalf of the Placee is dealing with either of the Joint Bookrunners
any money held in an account with the relevant Joint Bookrunner on behalf of
the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FCA made under FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the relevant Joint
Bookrunner's money in accordance with the client money rules and will be used
by the relevant Joint Bookrunner in the course of its own business; and the
Placee will rank only as a general creditor of the relevant Joint Bookrunner.

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.

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

All times and dates in this Announcement may be subject to amendment by the
Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall
notify the Placees and any persons acting on behalf of the Placees of any
changes.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, the Joint Bookrunners or their respective affiliates or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.

 

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