REG - Kelso Group Holdings - Trading Update and Proposed Placing

Kelso groupAnnouncement

12/01/2024 07:00

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RNS Number : 4642Z  Kelso Group Holdings PLC  12 January 2024

The information contained within this announcement (together with its
Appendix, this "Announcement") is deemed by the company to constitute inside
information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as
it forms part of the domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (as amended) ("UK MAR").  Upon the
publication of this Announcement via the Regulatory Information Service, this
inside information is now considered to be in the public domain.

12 January 2024

 

Kelso Group Holdings Plc ("Kelso" or the "Company")

Trading Update for the year to 31 December 2023 and Proposed Placing

Kelso, the main market listed acquisition vehicle, today announces a pre-close
trading update for the full year ending 31 December 2023 ("FY23") and its
intention to carry out a capital fundraise by way of a placing (the "Proposed
Placing").

 

Overview

 

·      Significant progress has been made in its inaugural year of
operations, having raised £3.0 million in January 2023 at 2.0p and a
subsequent £3.0 million in May 2023 at 2.5p, supported by a distinguished
group of highly successful entrepreneurs and investors.

 

·      The internal rate of return ("IRR") on our investments(1) stands
at over 50% for the year, coupled with a cash return on investment exceeding
40%, surpassing our targeted annual return of 25%.

 

Trading Update

Our investments to date have surpassed the Company's annual return target,
highlighting Kelso's proficiency in identifying untapped value within
UK-listed companies. These efforts have yielded a combined realised and
unrealised gain of approximately £2.6 million across our investments,
culminating in a preliminary pre-tax profit(2) of approximately £1.8 million
after accounting for expenses and management incentive plan ("MIP") accrual.
Notably, our gross assets at the year-end totalled £8.1 million(3), and Net
Asset Value ("NAV") per share at the year-end is estimated at 2.33p.

Kelso intends to announce its audited results for the year ending 31 December
2023 in March 2024. This announcement will provide comprehensive insights into
the Company's financial performance and strategic outlook.

During 2024, the Kelso team expects to expand its business by earning revenue
from investor relations ('IR') consulting by advising listed companies on
maximising shareholder value. Over time, we expect this to develop into a more
significant net revenue stream.

Proposed Placing

Kelso has shareholder and regulatory authority to expand its capital base by a
maximum of 20% without the necessity for an Extraordinary General Meeting
("EGM") or the issuance of a prospectus.

The Company Directors, recognise the significant market opportunity in the UK
small and mid-cap sector, and responding to the demand from existing and new
investors, propose issuing shares representing up to 20% of its capital base.
The Proposed Placing would amount to a maximum 62.6 million ordinary shares of
£0.01 each ("Placing Shares"), issued at 3.0p ("Placing Price"), reflecting a
10% discount to the closing price on 11 January 2024 and a 6% discount to the
average of the last 30 days, being 3.2p .

Kelso will use the proceeds of the Proposed Placing to continue to execute its
mandate to unlock value in the UK stock market.

In collaboration with its broker, Zeus Capital Limited ("Zeus"), the Company
is set to engage in discussions with its current shareholders in the coming
days. It is also expected that some of the Company's Directors will
participate in the Proposed Placing.

 

A further announcement confirming the outcome of the Proposed Placing will be
made in due course.

 

(1) Calculated on a gross basis prior to accrued MIP, corporation tax and fund
raising & administration costs

(2) The pre tax profit is after accounting for admin costs of running Kelso of
£325k and MIP provision of £330k. There are no property costs or Board fees
or salaries during the period. The Board is incentivised via the long term
MIP, details of which were announced previously, and continues to own 21% of
the issued share capital of Kelso.

(3) The NAV consists of 5,000,000 shares in THG plc (52.5% of the NAV),
1,300,000 shares in NCC Group plc (20.6%), 2,320,000 shares in Angling Direct
plc (12.3%), and 3,400,000 shares in The Works.co.uk plc (11.6%), alongside
other assets (3.0%).

 

For further information please contact:

 Kelso Group Holdings plc                      +44 (0) 75 4033 3933
 John Goold, Chief Executive Officer

 Mark Kirkland, Chief Financial Officer

 Jamie Brooke, Chief Investment Officer
 Zeus (Broker)                                 +44 (0) 20 3829 5000
 Nick Cowles, Ed Beddows (Investment Banking)

 Ben Robertson (Corporate Broking)

 

About Kelso

Kelso was established in 2022 to identify, engage and unlock trapped value in
the UK stock market. Kelso's strategy is to invest in situations where there
is an anomaly between the intrinsic value and prospects of a company and its
stock market valuation. Kelso will, in particular, look for situations where
it believes the sum of the parts of a business is greater than the current
value.

 

 

APPENDIX

 

Notice to overseas persons

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand or any jurisdiction into which the publication or distribution would
be unlawful. This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire shares in the capital of the Company in Australia, Canada, Japan, New
Zealand or any jurisdiction in which such offer or solicitation would be
unlawful or require preparation of any prospectus or other offer documentation
or would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Persons into
whose possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.

 

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale into the United States, or to, or for the account or
benefit of U.S. Persons (as defined in the Securities Act 1933 (as amended))
or persons in the United States. The securities referred to herein have not
been and will not be registered under the Securities Act 1933 (as amended) or
the securities laws of any state or other jurisdictions of the United States
and may not be offered or sold in the United States, or to, or for the account
or benefit of U.S. Persons or persons in the United States. Each placee will
be required to warrant that it and any account with respect to which it
exercises investment discretion is outside the United States and is not a U.S.
Person.

 

General

 

Zeus Capital Limited ("Zeus")is authorised and regulated by the Financial
Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Proposed Placing
process and the Proposed Placing will not regard anyone (including any
placees) (whether or not a recipient of this Announcement) as a client, and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Proposed Placing or any other matters referred to in this Announcement.

 

This Announcement has been 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 Zeus or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.

 

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

 

 

 

 

 

 

 

 

 

 

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 AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ("TERMS AND
CONDITIONS") 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 (THE "EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN
THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, EITHER (I) PERSONS
WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS
IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") (AND WHO ARE ALSO EITHER (a) PERSONS
FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER"), OR (b) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE
ORDER), OR (II) PERSONS WHO ARE IN RECEIPT OF THE OFFER IN ACCORDANCE WITH
ARTICLE 1(4)(b) OF THE UK PROSPECTUS REGULATION (AND WHO ARE ALSO PERSONS WHO
FALL WITHIN ARTICLE 43 OF THE ORDER (MEMBER AND CREDITORS OF CERTAIN BODIES
CORPORATE)), OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED. (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS 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 APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THE SECURITIES MENTIONED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 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
SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

 

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY
STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED
STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

 

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED)
("FSMA"). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY
INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING
ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF ORDINARY SHARES OF £0.01 EACH IN THE
COMPANY ("PLACING SHARES").

 

Unless otherwise defined in these Terms and Conditions, capitalised terms used
in these Terms and Conditions shall have the meaning given to them in the
Announcement to which these Terms and Conditions are appended.

 

Persons who are invited to and who choose to participate in the Placing 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 (the "Placees"), will be deemed: (i) to have read and
understood this Announcement, including this Appendix, in its entirety; (ii)
to be participating and making an offer for Placing Shares on the Terms and
Conditions; and (iii) to be providing the representations, warranties,
indemnities, agreements, acknowledgements and undertakings contained in this
Appendix.

 

In particular, each such Placee represents, warrants and acknowledges that:

 

a) 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;

 

b) it is and, at the time the Placing Shares are acquired, will be outside the
United States and acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act
("Regulation S") and it 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, indemnities, agreements, undertakings and
acknowledgements herein on behalf of each such person;

 

c) if it is a financial intermediary, as that term is used in Article 5(1) of
the Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i)
the Placing Shares subscribed for by it in the Placing will not be subscribed
for on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale, to persons in a member state of the EEA
other than EEA Qualified Investors, or persons in the United Kingdom other
than UK Qualified Investors; or (ii) where the Placing Shares have been
subscribed for by it on behalf of persons in any member state of the EEA other
than EEA Qualified Investors, or in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation or the UK Prospectus Regulation (as applicable) as
having been made to such persons;

 

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

 

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

 

This Announcement, including this Appendix, does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent (i)
registration under the Securities Act or (ii) an available exemption from, or
in a transaction not subject to, registration under the Securities Act. The
securities mentioned herein have not been, and will not be, registered under
the Securities Act. The Placing Shares are being offered and sold outside the
United States in "offshore transactions" in accordance with Regulation S.
There will be no public offering of the Placing Shares in the United States.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action.

 

Details of the Placing Agreement, the Placing Shares and the Bookbuild

 

Zeus has entered into the Placing Agreement with the Company. The Placing is
not being underwritten by Zeus or any other person.

 

The exact number of Placing Shares to be allocated and issued to Placees shall
be determined by Zeus and the Company following completion of the Bookbuild
(as defined below).

 

The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company and credited as fully paid and will
rank pari passu in all respects with the existing issued ordinary shares of
£0.01 each ("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.

 

Commencing today, Zeus will be conducting a bookbuilding process to determine
demand for participation in the Placing by Placees (the "Bookbuild"). This
Appendix gives details of the Terms and Conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid by or to Placees in
respect of any participation in the Placing or subscription for Placing
Shares.

 

A bid in the Bookbuild will be made on the Terms and Conditions which are
attached to this Appendix and will be legally binding on the Placee on behalf
of which it is made and, except with Zeus's consent, will not be capable of
variation or revocation after the close of the Bookbuild.

 

The book will open with immediate effect. The final number of Placing Shares
to be issued pursuant to the Placing will be agreed by Zeus and the Company at
the close of the Bookbuild, and the result of the Placing will be announced as
soon as practicable thereafter. The timing for the close of the Bookbuild
shall be at the discretion of Zeus. The allocation of the Placing Shares shall
be determined by agreement between the Company and Zeus.

 

To the fullest extent permissible by law, neither:

a) Zeus;

b) any of its affiliates, agents, advisers, directors, officers, consultants
or employees; nor

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

 

shall have any liability (including, to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Zeus nor any of its
affiliates shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of their conduct of the
Bookbuild.

 

By participating in the Placing (such participation up to an agreed maximum
level to be confirmed in and evidenced by either (i) a recorded telephone call
or (ii) email correspondence, in either case between representatives of Zeus
to whom the Placee's commitment is given and the relevant Placee (a "Recorded
Commitment")), each Placee will be deemed to have read and understood the
Announcement and the Terms and Conditions in this Appendix in their entirety,
to be participating and acquiring Placing Shares on these Terms and Conditions
and to be providing the representations, warranties, indemnities, agreements,
acknowledgements and undertakings contained in these Terms and Conditions.

 

Application for listing and admission to trading

 

An application will be made for admission of the Placing Shares to the
Official List (standard segment) and to trading on the main market of the
London Stock Exchange.

 

A further announcement will be made with details of the expected date for
Admission, however it is currently anticipated that Admission will occur at or
before 8:00 a.m. on 19 January 2024 (London time) or by such later time as the
Company and Zeus agree.

 

Principal terms of the Placing

 

Zeus is acting as agent for and on behalf of the Company.

 

Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited by Zeus to participate. Zeus
and any of its affiliates are entitled to participate in the Placing as
principal.

 

Each Placee will confirm the maximum number of Placing Shares it is willing to
acquire in a Recorded Commitment. Once they have made a Recorded Commitment,
each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Zeus (as agent for the Company), to subscribe and pay for,
at the Placing Price, the number of Placing Shares allocated to it, up to the
agreed maximum.

 

Each Placee's allocation (and whether such Placee participates in the Placing)
will be determined by agreement between the Company and Zeus and will be
confirmed by Zeus either orally or in writing via a contract note.

 

Each Placee's commitment will be confirmed in and evidenced by a Recorded
Commitment. These Terms and Conditions will be deemed incorporated into each
contract which is entered into by way of a Recorded Commitment and will be
legally binding on the relevant Placee(s) on behalf of whom the commitment is
made with effect from the end of the Recorded Commitment and, except with
Zeus's prior written consent, will not be capable of variation or revocation
after the close of the Bookbuild. A contract note confirming each Placee's
allocation of Placing Shares will be sent to them following the Recorded
Commitment and the allocation process. These Terms and Conditions shall be
deemed incorporated into any such contract note.

 

Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to Zeus (as agent for the Company), to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares allocated to such Placee.

 

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

 

Except as required by law or regulation, no press release or other
announcement will be made by Zeus 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.

 

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

 

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

 

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

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. Zeus's
obligations under the Placing Agreement are conditional on certain conditions,
including:

 

a) Admission occurring at or before 8:00 a.m. on 19 January 2024 (London time)
or by such later time as the Company and Zeus agree not later than 8:00am on
20 February 2024;

 

b) the warranties of the Company being and remaining true and accurate and not
misleading as at the date of the Placing Agreement and immediately prior to
Admission;

 

c) the publication by the Company of, among other announcements, the
announcement of the results of the Placing on a Regulatory Information
Service;

 

d) the Company allotting, subject only to Admission, the relevant Placing
Shares in accordance with the Placing Agreement; and

 

e) the delivery to Zeus of certain documentary conditions precedent.

 

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived or
extended in writing by Zeus by the relevant time or date specified (or such
later time or date as the Company and Zeus may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below, the Placing will
lapse and the Placees' rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by it in respect thereof.

 

Zeus may, at its discretion, extend the time for satisfaction of, or waive
compliance by the Company with, the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out in this
Announcement.

 

Neither Zeus nor any of its affiliates, agents, advisers, directors, officers
or employees nor the Company nor any of its affiliates, agents, advisers,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision it may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for
any decision any of them may make as to the satisfaction of any condition or
in respect of the Placing generally, and by participating in the Placing, each
Placee agrees that any such decision is within the absolute discretion of Zeus
and/or the Company (as applicable).

 

Termination of the Placing

 

Zeus is entitled, in its discretion acting reasonably, by notice to the
Company at any time before Admission, to terminate the Placing Agreement in
accordance with its terms in the following (non-exhaustive) circumstances:

 

a) any statement contained in the Placing Agreement or any other document or
announcement issued or published by or on behalf of the Company in connection
with the Placing ("Placing Documents") has become untrue, inaccurate or
misleading in any material respect or any matter has arisen which would, if
the Placing Documents were issued at that time, constitute a material omission
from the Placing Documents or any of them;

 

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

 

c) the Company has not materially complied or cannot materially comply with
any of its obligations under the Placing Agreement or otherwise relating to
the Placing (to the extent that such obligations fall to be complied with
prior to Admission);

 

d) trading in securities generally on the LSE has been suspended or limited or
minimum or maximum prices for trading have been fixed or maximum ranges for
prices have been required by any such exchanges or by such system or by order
of any governmental authority, or a material disruption has occurred in
commercial banking or securities settlement or clearance services in the
United Kingdom;

 

e) a banking moratorium has been declared by the United Kingdom or in London;

 

f) there has occurred a material adverse change since the date of the Placing
Agreement in United Kingdom to Tax affecting the Ordinary Shares or the
transfer thereof or exchange controls have been imposed by the United Kingdom;
or

 

g) a force majeure event occurs which in the reasonable opinion of Zeus would
be likely to be materially prejudicial to the Placing or Admission or the
financial or trading position or prospects of the Company or its subsidiaries
(the Company and its subsidiaries being the "Group"), taken as whole, or make
it impracticable or inadvisable to proceed with the Placing in the manner
contemplated by the Placing Documents.

 

By participating in the Placing, each Placee agrees with the Company and Zeus
that the exercise by the Company or Zeus of any right of termination or any
other right or other discretion under the Placing Agreement shall be within
the absolute discretion of the Company or Zeus or for agreement between the
Company and Zeus and that neither the Company nor Zeus need make any reference
to such Placee and that none of the Company, Zeus nor any of their respective
affiliates, agents, advisers, directors, officers or employees shall have any
liability to such Placee (or to any other person whether acting on behalf of a
Placee or otherwise) whatsoever in connection with any such exercise. By
agreeing with Zeus (as agent of the Company) to subscribe for Placing Shares
under the Placing, a Placee (and any person acting on a Placee's behalf) will
irrevocably acknowledge, confirm, warrant, undertake to and agree with, each
of the Company and Zeus, in each case as a fundamental term of such Placee's
application for Placing Shares and of the Company's obligation to allot and/or
issue any Placing Shares to it or at its direction, that its rights and
obligations in respect of the Placing (or any part of it) will terminate only
in the circumstances described above and under the "Conditions of the Placing"
section above and will not be capable of rescission or termination by it in
any other circumstances.

 

Registration and Settlement

 

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

 

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

 

Settlement will take place in accordance with the instructions set out in the
trade confirmation.

 

Each Placee is deemed to agree that, if it does not comply with these
obligations, Zeus may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for Zeus's
account and benefit, an amount equal to the aggregate amount owed by the
Placee. The relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in these Terms and Conditions) or
other similar taxes imposed in any jurisdiction which may arise upon the sale
of such Placing Shares on such Placee's behalf.

 

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the 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.

 

Representations, Warranties and Further Terms

 

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

 

1. it has read and understood the Announcement and these Terms and Conditions
in their entirety 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 has not relied on, and will not rely on,
any information given or any representations, warranties or statements made at
any time by any person in connection with Admission, the Placing, the Company,
the Placing Shares or otherwise, other than the information contained in the
Announcement and any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
these Terms and Conditions ("Publicly Available Information");

 

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

 

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

 

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

 

5. neither Zeus nor any of its affiliates, agents, directors, officers or
employees have made any representation or warranty to it, express or implied,
with respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of the Announcement or Publicly Available
Information;

 

6. it may not rely, and has not relied, on any investigation that either Zeus,
any of its affiliates or any person acting on their behalf, may have conducted
with respect to the Placing Shares or the Company, and none of such persons
has made any representation, express or implied, with respect to the Company,
the Placing Shares or the accuracy, completeness or adequacy of the
information from the LSE or any other information; each Placee further
acknowledges that it has conducted its own investigation of the Company and
the Placing Shares and has received all information it believes necessary or
appropriate in connection with its investment in the Placing Shares;

 

7. the content of this Announcement are exclusively the responsibility of the
Company and that neither Zeus nor its affiliates or any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in, or omission from, this Announcement
or any information previously published by or on behalf of the Company,
pursuant to applicable laws, 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 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 Placing Shares is contained in this Announcement and any information
previously published by the Company by notification to a Regulatory
Information Service, such information being all that such Placee deems
necessary or appropriate and sufficient to make an investment decision in
respect of the Placing Shares and that it has neither received nor relied on
any other information given, or representations, warranties or statements
made, by Zeus or the Company or any of their respective affiliates, agents,
directors, partners, officers or employees and none of Zeus or the Company or
any such affiliate, agent, director, partner, officer or employee 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 fraud or fraudulent misrepresentation made by that person;

 

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

 

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

 

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

 

b) has fully observed such laws and regulations;

 

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

 

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

 

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

 

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

 

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

 

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

 

14. none of Zeus, its affiliates and/or any person acting on behalf of any of
them is making any recommendations to it or advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing and that participation in the Placing is on the basis that it is not
and will not be a client of Zeus and that Zeus has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement or for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;

 

15. it will make payment to Zeus for the Placing Shares allocated to it in
accordance with these Terms and Conditions on or by such date as notified by
Zeus or the Company, failing which the relevant Placing Shares may be placed
with others on such terms as Zeus determines in its absolute discretion
without liability to the Placee and the Placee will remain liable for any
shortfall below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax (together with any interest or
penalties due pursuant to the terms set out or referred to in these Terms and
Conditions) or other similar taxes imposed in any jurisdiction which may arise
upon the sale of such Placing Shares on such Placee's behalf;

 

17. its Recorded Commitment to acquire Placing Shares will represent a maximum
number of Placing Shares which it may be required to subscribe for, and that
following the allocation process Zeus may call upon it to subscribe for a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;

 

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

 

19. the person who it specifies for registration as holder of the Placing
Shares will be the Placee or a nominee of the Placee, as the case may be;

 

20. neither Zeus nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to observe the
above requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Zeus in respect of the same on the basis that the
Placing Shares will be allotted to a CREST stock account of Zeus or
transferred to a CREST stock account of Zeus who will hold them as nominee on
behalf of the Placee until settlement in accordance with such Placee's
standing settlement instructions with Zeus;

 

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

 

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

 

23. 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 or an offer to the public in any member state of the EEA within the
meaning of Article 2(e) of the Prospectus Regulation as it forms part of the
UK domestic law by virtue of the European Union (Withdrawal) Act 2018, or an
offer to the public in any Relevant State within the meaning of the Prospectus
Regulation;

 

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

 

25. it has complied and it will comply with all applicable laws in any
jurisdiction with respect to anything done by it or on its behalf in relation
to the Placing Shares (including all relevant provisions of the FSMA and
Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR")
in respect of anything done in, from or otherwise involving the United
Kingdom);

 

26. if it has received any inside information (for the purposes of UK MAR
and/or section 56 of the Criminal Justice Act 1993 or other applicable law)
about the Company and its securities in advance of the Placing, it has not: a)
dealt (or attempted to deal) in the securities of the Company or financial
instruments related thereto or cancel or amend an order concerning the
Company's securities or any such financial instruments; b) encouraged,
recommended or induced another person to deal in the securities of the Company
or financial instruments related thereto or to cancel or amend an order
concerning the Company's securities or such financial instruments; or c)
unlawfully disclosed such information to any person, prior to the information
being made publicly available;

 

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

 

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

 

29. it:

 

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

 

b) is not a person: (i) with whom transactions are prohibited under the US
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury; (ii) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations or other
applicable law, all such statutes, rules and regulations referred to in this
paragraph 29 together, the "Regulations"); and if making payment on behalf of
a third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations and
has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to Zeus such evidence, if any, as to the identity or
location or legal status of any person which Zeus may request from it in
connection with the Placing (for the purpose of complying with the Regulations
or ascertaining the nationality of any person or the jurisdiction(s) to which
any person is subject or otherwise) in the form and manner requested by Zeus
on the basis that any failure by it to do so may result in the number of
Placing Shares that are to be acquired by it or at its direction pursuant to
the Placing being reduced to such number, or to nil, as Zeus may decide at its
sole discretion;

 

30. in order to ensure compliance with the Regulations, Zeus (for itself and
as agent on behalf of the Company) or the Company's registrar may, in their
absolute discretion, require verification of its identity. Pending the
provision to Zeus or the Company's registrar, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at Zeus's absolute discretion or, where appropriate, delivery of the
Placing Shares to it in uncertificated form may be delayed at Zeus's or the
Company's registrar's, as the case may be, absolute discretion. If, within a
reasonable time after a request for verification of identity, Zeus (for itself
and as agent on behalf of the Company) or the Company's registrar have not
received evidence satisfactory to them, either Zeus and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;

 

31. its commitment to acquire Placing Shares on the Terms and Conditions will
continue notwithstanding any amendment that may in future be made to the terms
and conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or Zeus's conduct of the Placing;

 

32. neither Zeus nor any of its affiliates, agents, advisers, directors,
officers or employees makes any representation in respect of or shall have any
responsibility for the tax treatment that any Placee may receive or expect in
relation to their investment in Placing Shares;

 

33. it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
acquiring the Placing Shares. It further acknowledges that it is experienced
in investing in securities of this nature and is aware that it may be required
to bear, and is able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing. It has relied upon its own
examination and due diligence of the Company and its affiliates taken as a
whole, and the terms of the Placing, including the merits and risks involved;

 

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

 

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

 

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

 

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

 

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

 

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

 

40. these Terms and Conditions and all documents into which these Terms and
Conditions are incorporated by reference or otherwise validly forms a part
and/or any agreements entered into pursuant to these Terms and Conditions and
all agreements to acquire Placing Shares pursuant to the Placing will be
governed by and construed in accordance with English law and it submits to the
exclusive jurisdiction of the English courts in relation to any claim, dispute
(contractual or otherwise) or matter arising out of or in connection with such
contract except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with interest chargeable
thereon) may be taken by the Company or Zeus in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of 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 Company's common shares may decline and investors could lose
all or part of their investment; the Company's common shares offer no
guaranteed income and no capital protection; and an investment in the
Company's common 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, Zeus 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.

 

General

 

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

 

When a Placee or any person acting on behalf of the Placee is dealing with
Zeus, any money held in an account with Zeus on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA made under
the FSMA. Each Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules: as a consequence this money
will not be segregated from Zeus's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee.

 

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

 

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

 

All times and dates in these Terms and Conditions may be subject to amendment.
Placees will be notified of any changes.

 

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

 

The price of Placing Shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested upon
disposal of the Placing Shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the main market of the London
Stock Exchange.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of,
these Terms and Conditions and/or the Announcement.

 

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