REG - Kooth PLC - Proposed placing to raise approximately £10million

KoothAnnouncement

04/07/2023 07:15

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RNS Number : 8895E  Kooth PLC  04 July 2023

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE. PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE PUBLIC
OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN KOOTH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF KOOTH PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION.

 

4 July 2023

Kooth plc

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

Proposed placing to raise approximately £10 million

 

Net proceeds to accelerate platform development and invest in US growth, as
part of its international expansion strategy

 

Further to the Company's announcement earlier this morning relating to the
$188m four-year contract in California with the California Department of
Health Care Services (the "Contract"), Kooth (AIM: KOO), a global leader in
youth digital mental well-being, announces a proposed placing (the "Placing")
to raise gross proceeds of approximately £10 million through the issue of new
ordinary shares of 5 pence each (the "Placing Shares") at a price of 300 pence
per share (the "Placing Price"). The net proceeds of the Placing will be used
to accelerate its international expansion strategy, including continued
platform development and investing in US growth.

 

The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuilding Process"), which will be launched immediately following release
of this Announcement. The Placing is subject to the terms and conditions set
out in appendix to this Announcement (the "Appendix"). Panmure Gordon (UK)
Limited ("Panmure Gordon") and Stifel Nicolaus Europe Limited ("Stifel") are
acting as joint bookrunners in connection with the Placing (the "Joint
Bookrunners") and Panmure Gordon is acting as nominated adviser to the
Company.

 

Placing summary

 

·      Proposed Placing to raise gross proceeds of approximately £10
million

·      Certain of the directors of the Company (the "Directors" or the
"Board") intend to subscribe for at least 103,999 new ordinary shares, in
aggregate, at the Placing Price

·      Panmure Gordon and Stifel are acting as Joint Bookrunners in
connection with the Placing and Panmure Gordon is acting as nominated adviser
to the Company

·      The Joint Bookrunners will commence the Bookbuilding Process
immediately following the publication of this Announcement, in accordance with
the terms and conditions set out in set out in Appendix

·      The Placing Price represents a premium of approximately 15 per
cent. to the closing middle market price per Ordinary Share of 261 pence on 3
July 2023, being the last practicable trading day prior to the release of this
Announcement

·      It is expected that the Bookbuilding Process and allocation of
the Placing Shares thereunder will close no later than 08:30 a.m. today (but
may be closed earlier or later at the Bookrunners' discretion). Details of the
results of the Placing will be announced as soon as practicable after the
close of the Bookbuilding Process

·      The Placing is not conditional on a general meeting and uses the
Company's existing share authorities

Use of proceeds

 

The Company expects to deploy c.£5m of the net proceeds of the Placing
towards accelerating platform development and c.£4.5m towards investing in US
growth as part of the Group's growth strategy. This includes:

·      developing a single platform for all US customers;

·      rolling out of new platform capabilities in the UK;

·      extending the platform for other international markets;

·      building teams and proof points to extend support to other US
States in addition to California and Pennsylvania;

·      piloting Kooth with Medicaid to support youth in low-income
families; and

·      exploring opportunities to provide parent/guardian focused
support to the 0-12 year old age group.

 

Background to and reasons for the Placing

 

As initially announced on 16 March 2023, Kooth's Contract is part of a $4.7
billion investment in youth behavioural health in California. The Contract
confirms Kooth's momentum in the US market is in line with the Group's
strategy to be a leader in youth digital mental health care.

The net proceeds of the Placing will be used to accelerate Kooth's
international expansion strategy and capitalise on opportunities in the US, UK
and internationally.

Strategic opportunity and growth strategy

 

Kooth recognises an opportunity to support the provision of youth mental
health care in the US and has identified three priorities in the US:

 

·      Partnering with other US States that are investing in
transforming youth mental health care. Kooth has established an efficient
sales model for state governments, and this is a large and growing market.

·      Piloting Kooth with Medicaid managed care plan providers to
support youth in low-income families. The federal and state governments spend
over $30.2bn annually on Medicaid youth behavioural health care.  This
presents an opportunity for Kooth to extend partnerships on a state-by-state
basis using existing entitlements and budgets.

·      Supporting parents and carers for 0-12 year olds. This is an
expansion opportunity within all youth-focused contracts, enabling Kooth to
offer its mental health services to the 0-25 year old age range in the US. 1
-in-6 children aged 2-8 years old in the US have a mental, behavioural, or
developmental disorder.

Over the next 18 months, the Group aims to develop and launch a digital mental
health platform for all existing and new US customers. As previously noted,
Kooth will be working with the Department of Health Care Services and the
youth of California in connection with the Contract to extend Kooth's existing
platform with a mobile app. The platform will also be rolled out in the UK to
grow usage and engagement. The Group's long-term strategy involves extending
the platform to other international markets, such as localisation and
licensing to health care operators to run Kooth in their country.

 

Details of the Placing

 

The Placing is subject to the terms and conditions set out in Appendix to this
Announcement.

 

The Company has today entered into a placing agreement with the Joint
Bookrunners in relation to the Placing (the "Placing Agreement"). Pursuant to
the terms of the Placing Agreement, the Joint Bookrunners, as agents for the
Company, have conditionally agreed to use their reasonable endeavours to place
the Placing Shares with investors. The Joint Bookrunners will commence the
Bookbuilding Process in respect of the Placing immediately following the
publication of this Announcement. The number of Placing Shares to be issued to
Placees in connection with the Placing will be determined by the Company and
Joint Bookrunners following the close of the Bookbuilding Process.

 

The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuilding Process, the number of Placing
Shares and allocations are to be agreed between the Joint Bookrunners and the
Company. Details of the number of Placing Shares taken up under the Placing
will be announced as soon as practicable after the close of the Bookbuilding
Process. The Placing is not being underwritten.

 

The Placing Agreement contains customary warranties from the Company in favour
of the Joint Bookrunners relating to the Group and its business. In addition,
the Company has agreed to indemnify the Joint Bookrunners and their affiliates
in relation to certain liabilities they may incur in respect of the Placing.
The Joint Bookrunners can terminate the Placing Agreement at any time prior to
Admission in certain circumstances, including in the event of a breach of the
warranties given in the Placing Agreement, the failure of the Company to
comply with its obligations under the Placing Agreement or, the occurrence of
a force majeure event or a material adverse change affecting the financial
position or business or prospects of the Company. If this right is exercised
by the Joint Bookrunners the Placing will not proceed.

 

Admission, settlement and CREST

 

Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for the Placing Shares to be admitted to trading on the AIM Market
("AIM") ("Admission"). The Placing Shares, when issued, will be credited as
fully paid and will rank pari passu in all respects with the existing ordinary
shares of 5 pence each in the capital of the Company (the "Existing Ordinary
Shares"), including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of issue. It is
expected that Admission will be effective and trading in the Placing Shares
will commence at 8.00 a.m. on 7 July 2023.

 

This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in Appendix to this Announcement (which forms part
of this Announcement).

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

 

For the purposes of UK MAR, the person responsible for arranging the release
of this announcement on behalf of the Company is Sanjay Jawa (CFO). In
addition, market soundings (as defined in MAR) were taken in respect of the
Placing with the result that certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. This inside information
is set out in this Announcement. Therefore, those persons that received
inside information in a market sounding are no longer in possession of such
inside information relating to the Company and its securities.

 

 Enquiries:

 Kooth plc
 Tim Barker, CEO                                                        investorrelations@kooth.com

 Sanjay Jawa, CFO
 Panmure Gordon, Nominated Adviser and Joint Broker                     +44 (0) 20 7886 2500

 Corporate Finance: Dominic Morley, James Sinclair-Ford, Daphne Zhang

 Corporate Broking: Rupert Dearden, James Todd
 Stifel Nicolaus Europe Limited, Joint Broker                           +44 (0) 20 7710 7600

 Ben Maddison, Nick Adams, Nicholas Harland, Richard Short
 FTI Consulting                                                         kooth@fticonsulting.com

 Jamie Ricketts, Alex Shaw, Usama Ali

 

 

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland or the Republic of South Africa or any other
state or jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such offer or solicitation.  Any
failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. The securities referred to in this
Announcement have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or jurisdiction of the United
States, or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, pledged, transferred or
delivered, directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and, in each case, in
compliance with the securities laws of any state or other jurisdiction of the
United States.

There is no intention to register any portion of the Placing, or any of the
other securities referred to in this announcement, in the United States or to
conduct any public offering of securities in the United States or elsewhere.
All offers of Placing Shares will be made pursuant to an exemption under the
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and Prospectus
Regulation (EU 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"), as amended ("UK Prospectus
Regulation") from the requirement to produce a prospectus.  No prospectus
will be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published.  Persons needing advice should
consult an independent financial adviser.

Members of the public are not eligible to take part in the Placing. This
Announcement including the terms and conditions set out in Appendix is for
information purposes only and is directed only at: (a) persons in Member
States of the Economic European Area who are qualified investors within the
meaning of article 2(1)(e) of the Prospectus Regulation ("Qualified
Investors"); and (b) in the United Kingdom, persons who are Qualified
Investors as defined in article (2)(e) of the UK Prospectus Regulation and who
(i) have professional experience in matters relating to investments falling
within the definition of "investments professional" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully communicated; (all
such persons together being referred to as "Relevant Persons").  This
Announcement must not be acted on or relied on by persons in any EEA member
state by persons who are not Qualified Investors or by persons in the UK who
are not Relevant Persons.

The distribution of this Announcement (including the Appendix) and the
offering of the Placing Shares in certain jurisdictions may be restricted by
law.  No action has been taken by the Company, and/or the Joint Bookrunners
that would permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and to observe,
such restrictions. Any failure to comply with this restriction may constitute
a violation of the securities laws of such jurisdictions. Persons needing
advice should consult an independent financial adviser.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States. The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or territory of
Canada, no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for the South
African Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not been,
nor will they be registered under or offered in compliance with the securities
laws of any state, province or territory of Australia, Canada, Japan, New
Zealand, the Republic of Ireland or the Republic of South Africa. Accordingly,
the Placing Shares may not (unless an exemption under the relevant securities
laws is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of
Ireland or the Republic of South Africa or any other jurisdiction outside the
EEA and the United Kingdom.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA"), by a person authorised under FSMA. This Announcement is
being distributed to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

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

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

Each of Panmure Gordon and Stifel, which are both authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting
solely for the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the transactions and arrangements described in this Announcement.
Neither the Joint Bookrunners nor any of their respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the protections
afforded to clients of the Joint Bookrunners or for providing advice in
connection with the contents of this Announcement or for any other matters
referred to herein.

Cautionary statements

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based. Statements contained in this Announcement regarding
past trends or activities should not be taken as representation that such
trends or activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement.

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

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners.

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

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.

Information to Distributors (UK)

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 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 defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all permitted distribution channels (the "UK 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 UK 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
UK Target Market Assessment, the Joint Bookrunners have only procured
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 COBS; 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.

Information to Distributors (EU)

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 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 "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.  Furthermore,
it is noted that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (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 FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR PLACING SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR
UNLAWFUL.  THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED
FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO
PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES
AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT
CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA
RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN
RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL
THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY STATE, PROVINCE OR TERRITORY OF THE UNITED STATES,  AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.  ACCORDINGLY,
THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES
LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM.  PERSONS (INCLUDING, WITHOUT
LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL
OBLIGATIONS TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE
ADVICE BEFORE TAKING ANY ACTION.

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND
ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR
PROHIBITED BY LAW.  NO ACTION HAS BEEN TAKEN BY THE COMPANY OR PANMURE GORDON
(UK) LIMITED OR STIFEL NICOLAUS EUROPE LIMITED OR ANY OF THEIR RESPECTIVE
AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD
PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH
PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED,
OTHER THAN THE UK.  PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN
DRAWN ARE REQUIRED BY THE COMPANY AND PANMURE GORDON (UK) LIMITED AND STIFEL
NICOLAUS EUROPE LIMITED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

IN THE EEA THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED
ONLY AT PERSONS (A) IN MEMBER STATES OF THE EEA WHO ARE (I) QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
("EU QUALIFIED INVESTORS") OR (II) TO WHOM IT IS OTHERWISE LAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT WITHOUT ANY OBLIGATION TO PUBLISH A PROSPECTUS
UNDER THE EU PROSPECTUS REGULATION; AND (B) ARE OTHERWISE PERSONS TO WHOM IT
MAY BE LAWFULLY COMMUNICATED (TOGETHER "EU RELEVANT PERSONS").

IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS DIRECTED ONLY AT (A) PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") OR
(B) PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
WITHOUT ANY OBLIGATION TO ISSUE A PROSPECTUS APPROVED BY THE FCA PURSUANT TO
THE UK PROSPECTUS REGULATION AND WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT
PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKET ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (TOGETHER "UK RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  EACH PLACEE SHOULD CONSULT
WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN
INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES.  THE PLACING SHARES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE US
SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE UNITED
STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN AND WILL
NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, 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 THE CONTENTS
OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE IN THE UNITED STATES.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE
"FORWARD-LOOKING STATEMENTS".  THESE FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS
"BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPERTS",
"INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR
OTHER VARIATIONS OR COMPARABLE TERMINOLOGY.  THESE FORWARD-LOOKING STATEMENTS
INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS.  THEY APPEAR IN A NUMBER OF
PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE
DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER
THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY,
PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS.  FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS,
INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE
SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND
ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND
LIQUIDITY.  WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE
BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT.
SAVE AS REQUIRED BY LAW OR BY THE AIM RULES THE COMPANY UNDERTAKES NO
OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE
DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL
BE 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 PANMURE GORDON (UK)
LIMITED OR STIFEL NICOLAUS EUROPE LIMITED OR ANY OF THEIR RESPECTIVE ADVISERS,
AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR
ANY OTHER PERSON 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 PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR
ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY
DISCLAIMED.

THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as IT
FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "euwa") AND AS MODIFIED BY OR UNDER DOMESTIC LAW
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II, as IT FORMS PART OF THE LAW OF ENGLAND AND
WALES BY VIRTUE OF THE euwa AND AS MODIFIED BY OR UNDER DOMESTIC LAW; and (c)
local implementing measures, including but not limited to the product
governance requirements contained within the FCA Handbook (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 (as
defined within the MiFID II Product Governance Requirements) should note
that:  the price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no guaranteed income
and no capital protection; and an investment in 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, PANMURE GORDON (UK) LIMITED OR STIFEL NICOLAUS
EUROPE LIMITED as the JOINT Bookrunners (defined below) 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 of appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.  Each distributor is responsible for
undertaking its own target market assessment in respect of the Placing Shares
and determining appropriate distribution channels.

This Announcement should be read in its entirety.

Terms and conditions of, and the mechanics of participation in, the Placing

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

No commission will be paid to Placees or by Placees in respect of any Placing
Shares.

Details of the Placing Agreement and the Placing Shares

Panmure Gordon (UK) Limited ("Panmure Gordon") and Stifel Nicolaus Europe
Limited ("Stifel") as joint bookrunners (together the "Joint Bookrunners" and
each a " Joint Bookrunner") have entered into the Placing Agreement with the
Company pursuant to which, on the terms and subject to the conditions set out
in such Placing Agreement, each of the Joint Bookrunners as agent for and on
behalf of the Company, has agreed to use their reasonable endeavours to
procure Placees for the Placing Shares at the Placing Price. The Placing is
not being underwritten by either of the Joint Bookrunners.

The Placing Shares will, when issued, be subject to the 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 in the capital of the
Company, 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.

The Placing Agreement contains certain undertakings, warranties and
indemnities given by the Company for the benefit of the Joint Bookrunners. The
Joint Bookrunners have absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings, warranties and
indemnities.

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

Application for Admission

Application will be made to the London Stock Exchange for Admission.

It is expected that Admission will take place at 8.00 a.m. on 7 July 2023 and
that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

Panmure Gordon is acting as joint broker and joint bookrunner to the Placing,
as agent for and on behalf of the Company. Panmure Gordon is also acting as
nominated adviser to the Company for the purposes of the AIM Rules. Panmure
Gordon is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company and no one else in connection with the matters
referred to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the customers of
Panmure Gordon or for providing advice in relation to the matters described in
this Announcement. Panmure Gordon's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to any
Director or to any other person.

 

Stifel is acting as joint broker and joint bookrunner to the Placing, as agent
for and on behalf of the Company. Stifel is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to the customers of Stifel or for providing advice in
relation to the matters described in this Announcement.

 

The Joint Bookrunners are arranging the Placing severally (and not jointly nor
jointly and severally) as agents of the Company. Participation in the Placing
will only be available to persons who may lawfully be, and are, invited by the
Joint Bookrunners to participate. Each of the Joint Bookrunners and any of
their respective affiliates are entitled to participate in the Placing as
principal.

 

The exact number of Placing Shares to be allocated and issued to each Placee
shall be determined by the Joint Bookrunners (in consultation with the
Company) following completion of the Bookbuilding Process. The Joint
Bookrunners will commence the Bookbuilding Process today and it is expected to
close no later than 08:30 a.m. today but may be closed earlier or later at the
Joint Bookrunners' discretion.

 

The Joint Bookrunners may, in agreement with the Company, accept bids that are
received after the Bookbuilding Process has closed.  The number of Placing
Shares will be announced on a Regulatory Information Service following
completion of the Bookbuilding Process. The Company reserves the right (upon
agreement of the Joint Bookrunners) to reduce or seek to increase the amount
to be raised pursuant to the Placing in its discretion.

 

To bid in the Bookbuilding Process, prospective Placees should communicate
their bid orally 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. The Joint Bookrunners reserve the right not to accept bids or to accept
bids in part rather than in whole. The acceptance of the bids shall be at the
Joint Bookrunners' absolute discretion, subject to agreement with the Company.

 

Each Placee's allocation of Placing Shares will be communicated orally or by
email by the relevant Joint Bookrunner to the relevant Placee. That oral or
email confirmation will give rise to an irrevocable, legally binding
commitment by such Placee, in favour of the Joint Bookrunners and the Company,
under which it agrees to acquire the number of Placing Shares allocated to it
at the Placing Price and otherwise on the terms and subject to the conditions
set out in this Appendix and in accordance with the Company's articles of
association. Except with the relevant Joint Bookrunner's consent, such
commitment will not be capable of variation, revocation, termination or
rescission at either the time of such oral confirmation or any time
thereafter.

 

Each Placee's allocation and commitment will be evidenced by a contract note
or form of confirmation issued to such Placee by the relevant Joint
Bookrunner. The contract note or form of confirmation will set out the number
of Placing Shares allocated, the Placing Price and the aggregate amount owed
by such Placee to the relevant Joint Bookrunner.  The terms of this Appendix
will be deemed incorporated in that contract note or form of confirmation.

An offer to acquire Placing Shares which has been communicated by a
prospective Placee to either of the Joint Bookrunners which has not been
withdrawn or revoked prior to publication of this Announcement shall not be
capable of withdrawal or revocation immediately following the publication of
this Announcement without the consent of the relevant Joint Bookrunner.

 

The Placing Price shall be payable to the Joint Bookrunners by all Placees.

 

Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Joint Bookrunner (as agent for the Company),
to pay to it (or as it may direct) in cleared funds an amount equal to the
product of the Placing Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to that
Placee.

 

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 on the basis explained
below under "Registration and Settlement".

 

All obligations of the Joint Bookrunners 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 will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and/or set out in the Placing Agreement will not be capable of
rescission or termination by the Placee.

 

To the fullest extent permissible by law and applicable FCA rules, none of
(a) Panmure Gordon, (b) any of Panmure Gordon's affiliates, agents, directors,
officers, employees or consultants, (c) to the extent not contained within (a)
or (b), any person connected with Panmure Gordon as defined in the FSMA ((b)
and (c) being together "affiliates" and individually an "affiliate" of Panmure
Gordon or (d) any person acting on Panmure Gordon's behalf; (e) Stifel, (f)
any of Stifel's affiliates, agents, directors, officers, consultants (g) to
the extent not contained within (e) or (f), any person connected with Stifel
as defined in FSMA ((e) and (f) being together "affiliates" and individually
an "affiliate" of Stifel) shall have any liability (including to the extent
permissible by law, any fiduciary duties) to any Placee or to any other person
whether acting on behalf of a Placee or otherwise. In particular, neither of
the Joint Bookrunners nor any of their respective affiliates shall have any
liability (including, to the extent permissible by law, any fiduciary duties)
in respect of their conduct of the Placing or of such alternative method of
effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

Each Placee which has been allocated Placing Shares in the Placing will be
sent a contract note or form of confirmation by the relevant Joint Bookrunner
stating, inter alia, the number of Placing Shares allocated to it, the Placing
Price, the aggregate amount owed by them to the relevant Joint Bookrunner.

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

Settlement of transactions in the Placing Shares (ISIN: GB00BMCZLK30) will
take place within the CREST system, subject to certain exceptions.
Settlement through CREST will be with respect to the Placing Shares on a T+3
basis unless otherwise notified by the Joint Bookrunners and is expected to
occur at (i) 8.00 a.m. on 7 July 2023 in respect of the Placing Shares.

In accordance with the contract note or form of confirmation, settlement will
be on a delivery versus payment basis.

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 each of the Joint Bookrunners may agree that the Placing Shares should be
issued in certificated form.

Each of the Joint Bookrunners reserves the right to require settlement for the
Placing Shares, and to deliver the Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.

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

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

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the form of 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 United Kingdom
stamp duty or stamp duty reserve tax.

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 each of the Joint Bookrunners under the Placing Agreement
are, and the Placing is, conditional upon, inter alia:

1.     none of the warranties or undertakings provided in the Placing
Agreement by the Company being or having become untrue or inaccurate in any
material respect or misleading at any time before Admission and no fact or
circumstance having arisen which would constitute a breach of any such
warranties in any material respect when repeated at Admission;

2.     the performance by the Company of certain obligations under the
Placing Agreement to the extent that they fall to be performed prior to
Admission; and

3.     Admission occurring not later than 8.00 a.m. on 7 July 2023.

(all conditions to the obligations of each of the Joint Bookrunners included
in the Placing Agreement being together, the "Conditions").

If any of the conditions set out in the Placing Agreement relating to the
Placing Shares are not fulfilled or, where permitted, waived in accordance
with the Placing Agreement within the stated time periods (or such later time
and/or date as the Company and the Joint Bookrunners may agree), or the
Placing Agreement is terminated in accordance with the circumstances described
under "Termination of the Placing" below, the Placing will lapse and the
Placee's rights and obligations shall cease and terminate at such time, all
monies received from a Placee pursuant to the Placing shall be returned to
such Placee without interest, at the risk of the relevant Placee and each
Placee agrees that no claim can be made by or on behalf of the Placee (or any
person on whose behalf the Placee is acting) in respect thereof.

Certain Conditions may be waived in whole or in part by the Joint Bookrunners,
jointly in their absolute discretion and the Joint Bookrunners may also agree
in writing with the Company to extend the time for satisfaction of any
condition.  Any such extension or waiver will not affect the Placees'
commitments as set out in this Appendix.

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

None of the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision any of them may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing 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 the Joint Bookrunners. Placees
will have no rights against the Joint Bookrunners, the Company, their
affiliates or any of their respective officers, directors, consultants or
employees, under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties Act) 1999.

Termination of the Placing

Either of the Joint Bookrunners may terminate its obligation under the Placing
Agreement, in accordance with its terms, at any time prior to Admission if,
inter alia:

1.     it comes to the notice of a Joint Bookrunner that any statement
contained in this Announcement or any presentation given in connection with
the Placing, is or has become untrue or incorrect in any material respect or
misleading in any respect or there is a mistake in this Announcement or any
presentation issued by or on behalf of the Company or that matters have arisen
which constitute a significant new factor or would, if the Placing were made
at that time, constitute an omission from the terms of this Announcement or
any documentation or announcement issued or published on behalf of the Company
in connection with the Placing, or there arises any new factor, mistake or
inaccuracy relating to the information in this Announcement or any other
document or announcement issued by or on behalf of the Company in connection
with the Placing;

2.     it comes to the knowledge of the Joint Bookrunners that any of the
warranties in the Placing Agreement was untrue, inaccurate or misleading when
made or that any of the warranties in the Placing Agreement would be untrue,
inaccurate or misleading  (in each case in any material respect by reference
to the facts and circumstances from time to  time) when repeated at Admission
or a matter has arisen which gives rise to a claim under any of the
indemnities in the Placing Agreement; or

3.     there has occurred any change in national or international
financial, market, industrial, economic or political conditions or any
currency exchange rates or controls, in any such case, in the opinion of
either of the Joint Bookrunners is of the opinion in its absolute discretion
that such event is prejudicial to the outcome of the Placing and that it is,
as a result of such matter, inappropriate to proceed with the Placing.

If the Placing Agreement is terminated in accordance with its terms to the
extent that Admission does not occur, the rights and obligations of each
Placee in respect of the Placing as described in this Announcement shall cease
and terminate at such time, all monies received from a Placee pursuant to the
Placing shall be returned to such Placee without interest, at the risk of the
relevant Placee and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is acting) in
respect thereof.

In the event of Stifel seeking to terminate the Placing Agreement, Panmure
Gordon may elect to proceed with the Placing and the Placing Agreement will
not terminate in such circumstances.  Appropriate announcements will be made
in such circumstances.

By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company, or either of the Joint
Bookrunners, of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute discretion
of the Company or the Joint Bookrunners and that neither the Company nor the
Joint Bookrunners need make any reference to such Placee and that neither of
the Joint Bookrunners, the Company, nor any of their respective affiliates,
agents, 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. Placees will have
no rights against the Joint Bookrunners, the Company, their affiliates or any
of their respective officers, directors, consultants or employees, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999.

No prospectus

No prospectus has been or will be submitted to be approved by either (i) the
FCA (in relation to the United Kingdom and the UK Prospectus Regulation) or
(ii) any competent authority of any Relevant Member State (in relation to the
EEA and the EU Prospectus Regulation), in relation to the Placing or the
Placing Shares and no such prospectus is required on the basis that all offers
of Placing Shares will be made pursuant to an exemption from the requirement
to produce a prospectus under either the UK Prospectus Regulation or the EU
Prospectus Regulation (as applicable).

Placees' commitments will be made solely on the basis of the information
contained in this Announcement and subject to any further terms set forth in
the contract note or form of confirmation to be sent to individual Placees.

Representations, warranties and further terms

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

1.     it has read and understood this Announcement in its entirety and it
agrees and acknowledges that the issue and acquisition of the Placing Shares
is subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements, undertakings and other
information contained in this Appendix;

2.     it is a Relevant Person 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;

3.     in the case of an EU Relevant Person in a Relevant Member State or
a UK Relevant Person who acquires any Placing Shares pursuant to the Placing:

a.             it is an EU Qualified Investor or a UK Qualified
Investor (as applicable); and

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

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

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

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

5.     it acknowledges that no action has been or will be taken by any of
the Company, the Joint Bookrunners or any person acting on their behalf 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.  In addition, the Placing Shares have not been
registered or otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or approved in
respect of any of the Placing Shares under the securities laws of the United
States (or any state or other jurisdiction of the United States) Australia,
Canada, or the Republic of Ireland,  the Republic of South Africa or Japan
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within the
United States, Australia, Canada, the Republic of Ireland, the Republic of
South Africa, Japan or in any country or jurisdiction where any such action
for that purpose is required;

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

7.     it and/or each person on whose behalf it is participating (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and each of the
Joint Bookrunners for the performance of all its obligations as a Placee of
the Placing (whether or not it is acting on behalf of another person);

8.     it is acquiring the Placing Shares for its own account or if it is
acquiring the Placing Shares on behalf of another person it confirms that it
exercises sole investment discretion in relation to such other person's
affairs and, in particular, if it is a pension fund or investment company it
is aware of and acknowledges it is required to comply with all applicable laws
and regulations with respect to its acquisition of Placing Shares;

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

10.  it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document: (i) is required under the UK Prospectus Regulation or the
EU Prospectus Regulation; and (ii) has been or will be prepared in connection
with the Placing;

11.  it and the person(s), if any, for whose account or benefit it is
subscribing for the Placing Shares is not subscribing for and/or purchasing
Placing Shares as a result of any "directed selling efforts" as defined in
Regulation S of the US Securities Act;

12.  the Ordinary Shares are admitted to trading on AIM, and that the Company
is therefore required to publish certain business and financial information in
accordance with the AIM Rules, which includes a description of the nature of
the Company's business and the Company's most recent balance sheet and profit
and loss account (the "Exchange Information"), and that it is able to obtain
or access the Exchange Information without undue difficulty, and is able to
obtain access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;

13.  it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing.  It has not relied on (i) any investigation
that the Joint Bookrunners or any person acting on either of the Joint
Bookrunner's behalf may have conducted with respect to the Company, the
Placing or the Placing Shares; or (ii) any other information given or any
other representations, statements or warranties made at any time by any person
in connection with Admission, the Company, the Placing, the Placing Shares or
otherwise;

14.  neither the Joint Bookrunners, the Company, their affiliates nor any of
their respective agents, consultants, directors, employees, officers or any
person acting on behalf of any of them has provided, nor will provide, it with
any material regarding the Placing Shares or the Company or any other person
in addition to the information in this Announcement; nor has it requested
either of the Joint Bookrunners, the Company, any of their respective
affiliates, agents, consultants, employees, directors or officers or any
person acting on behalf of any of them to provide it with any such
information;

15.  the content of this Announcement has been prepared by and is exclusively
the responsibility of the Company.  Neither of the Joint Bookrunners, nor any
of their respective affiliates, agents, consultants, employees, directors or
officers nor any persons acting on behalf of any of them are responsible for
or has or shall have any liability for any information, representation,
warranty or statement, written or oral relating to the Company and either
contained in this Announcement or previously or concurrently published by or
on behalf of the Company.  Neither of the Joint Bookrunners will be liable
for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement, the Exchange Information or otherwise.  Neither of the Joint
Bookrunners, the Company, nor any of their respective affiliates, agents,
consultants, directors, employees or officers has made any representation or
warranty to the Placee, express or implied, with respect to the Company, the
Placing or the Placing Shares or the accuracy, completeness or adequacy of the
information in this Announcement or the Exchange Information.  Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;

16.  the only information on which it is entitled to rely and on which it has
relied in committing to subscribe for the Placing Shares is contained in this
Announcement.  It has satisfied itself that such information is still current
and is all that it deems necessary to make an investment decision in respect
of the Placing Shares;

17.  it has the funds available to pay for the Placing Shares which it has
agreed to acquire and acknowledges, agrees and undertakes that it will make
payment to the relevant Joint Bookrunner for the Placing Shares allocated to
it in accordance with the terms and conditions of this Announcement on the due
times and dates set out in this Announcement or the relevant contract note or
form of confirmation, failing which the relevant Placing Shares may be placed
with others on such terms as the Joint Bookrunners may, in their absolute
discretion determine without liability to the Placee and it will remain liable
for any shortfall below the net proceeds of such sale and the placing proceeds
of such Placing Shares and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due pursuant to the
terms set out or referred to in this Announcement) which may arise upon the
sale of such Placee's Placing Shares on its behalf;

18.  it, or the person specified by it for registration as a holder of the
Placing Shares will be responsible for any liability to stamp duty or stamp
duty reserve tax payable on the acquisition of any of the Placing Shares or
the agreement to subscribe for the Placing Shares and shall indemnify the
Company and each of the Joint Bookrunners in respect of the same on the basis
that the Placing Shares will be allotted to a CREST stock account of either of
the Joint Bookrunners who will hold them as nominee on behalf of such Placee
(or the person specified by it for registration as holder of the Placing
Shares) until settlement with it in accordance with its standing settlement
instructions;

19.  the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that no instrument under
which it subscribes for Placing Shares (whether as principal, agent or
nominee) would be subject to stamp duty or stamp duty reserve tax at the
increased rates referred to in those sections and that it, or the person
specified by it for registration as holder of the Placing Shares, is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;

20.  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 of the Joint Bookrunners has approved
this Announcement in its 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;

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

22.  neither of the Joint Bookrunners, the Company, any of their respective
affiliates, agents, consultants, directors, employees or officers or any
person acting on behalf of any of them are 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 acknowledgements, agreements, indemnities,
representations, undertakings or warranties contained in the Placing Agreement
nor the exercise or performance of each of the Joint Bookrunners' rights and
obligations thereunder, including any rights to waive or vary any conditions
or exercise any termination right.  Its 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 no Joint Bookrunner has any duties or responsibilities to it
for providing the protections afforded to its clients or customers under the
rules of the FCA, and any payment by it will not be treated as client money
governed by the rules of the FCA;

23.  neither it nor, as the case may be, its clients expect the Joint
Bookrunners to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
FCA's Conduct of Business Source Book, and that neither of the Joint
Bookrunners are acting for it or its clients, and that neither of the Joint
Bookrunners will be responsible for providing the protections afforded to
customers of the Joint Bookrunners or for providing advice in respect of the
transactions described herein;

24.  any money held in an account with either of the Joint Bookrunners (or a
nominee of a Joint Bookrunner) on its behalf and/or any person acting on its
behalf will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will
not be subject to the protections conferred by the FCA's client money rules.
As a consequence, this money will not be segregated from the Joint
Bookrunner's (or its nominee's) money in accordance with such client money
rules and will be used by the Joint Bookrunner in the course of its own
business and each Placee will rank only as a general creditor of the Joint
Bookrunner;

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

26.  it will not make any offer to the public of the Placing Shares and it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom or in any Relevant Member State prior to the
expiry of a period of six months from  Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purpose 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 for the purposes of section
85(1) of FSMA or an offer to the public (within the meaning of the EU
Prospectus Regulation) in any Relevant Member State;

27.  it has complied with its obligations 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, the Anti Terrorism
Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)
(together, the "AML 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 AML Regulations;

28.  it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act
2002 and confirms that it has and will continue to comply with those
obligations;

29.  it is not a person: (1) with whom transactions are prohibited under the
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; (2) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (3) subject to financial sanctions imposed pursuant to a
regulation of the EU or a regulation adopted by the United Nations (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 the Joint Bookrunners or the Company such evidence, if any, as to
the identity or location or legal status of any person (including in relation
to the beneficial ownership of any underlying investor) which the Joint
Bookrunners or the Company may request from it in connection with the Placing
(for the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any person is
subject or otherwise or any other information as may be required to comply
with legal or regulatory requirements) in the form and manner requested by the
Joint Bookrunners or the Company on the basis that any failure by it to do so
may result in the number of Placing Shares that are to be purchased by it or
at its direction pursuant to the Placing being reduced to such number, or to
nil, as the Joint Bookrunners and the Company may decide at their sole
discretion;

30.  it has neither received nor relied on any confidential or
price-sensitive information concerning the Company in accepting this
invitation to participate in the Placing;

31.  if it has received any 'inside information' (for the purposes of the UK
MAR and section 56 of the Criminal Justice Act 1993) in relation to the
Company and its securities, it confirms that it has received such information
within the market soundings regime provided for in article 11 of the UK MAR
and associated delegated regulations and it has not: (i) dealt (or attempted
to deal) in the securities of the Company; (ii) encouraged, recommended or
induced another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to the
information being made publicly available;

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

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

34.  it acknowledges that:

a.     the information that a prospective placee provides in documents in
relation to the Placing or subsequently by whatever means which relates to the
prospective placee (if they are an individual) or a third party individual
("Personal Data") will be held and processed by the Company (and any third
party to whom it may delegate certain administrative functions in relation to
the Company) in compliance with the relevant data protection legislation and
regulatory requirements of the United Kingdom. Such information will be held
and processed by the Company (or any third party, functionary or agent
appointed by the Company) for the following purposes:

i.  verifying the identity of the prospective placee to comply with statutory
and regulatory requirements in relation to anti-money laundering procedures;

ii. contacting the prospective placee with information about products and
services, or its affiliates, which may be of interest to the prospective
placee;

iii.                carrying out the business of the Company
and the administering of interests in the Company;

iv.                meeting with the legal, regulatory,
reporting and/or financial obligations of the Company in England and Wales
(and elsewhere as required); and

v. disclosing Personal Data to other functionaries of, or advisers to, the
Company to operate and/or administer the Company's business;

b.     where appropriate it may be necessary for the Company (or any third
party, functionary or agent appointed by the Company) to:

i.  disclose Personal Data to third party service providers, agents or
functionaries appointed by the Company to provide services to prospective
placees; and

ii. transfer Personal Data outside the United Kingdom into countries or
territories which do not offer the same level of protection for the rights and
freedoms of prospective placees as the United Kingdom.

If the Company (or any third party, functionary or agent appointed by a member
of the Company) discloses Personal Data to such a third party, agent and/or
functionary and/or makes such a transfer of Personal Data, it will use
reasonable endeavours to ensure that any third party, agent or functionary to
whom the relevant Personal Data are disclosed or transferred is contractually
bound to provide an adequate level of protection in respect of such Personal
Data; and

c.     in providing such Personal Data, prospective placees will be deemed
to have agreed to the processing of such Personal Data in the manner described
above. Prospective placees are responsible for informing any third party
individual to whom the Personal Data relates of the disclosure and use of such
data in accordance with these provisions;

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

36.  it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for 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;

37.  it irrevocably appoints any duly authorised officer of any of the Joint
Bookrunners as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe or purchase upon the terms of this Announcement;

38.  the Company, the Joint Bookrunners and others (including each of their
respective affiliates, agents, directors, officers or employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to the Joint Bookrunners,
each on  their own behalf and on behalf of the Company and are irrevocable,
and agree that if any of the representations and agreements deemed to have
been made by it by its subscription for, or purchase of, Placing Shares, are
no longer accurate, it shall promptly notify the Company and the Joint
Bookrunners;

39.  time is of the essence as regards its obligations under this Appendix;

40.  these terms and conditions represent the whole and only agreement
between it, the Joint Bookrunners and the Company in relation to its
participation in the Placing and supersedes any previous agreement between any
of such parties in relation to such participation. Accordingly, each Placee,
in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in this
Announcement and publicly available information that has previously been
announced by the Company, such information being all that it deems necessary
to make an investment decision in respect of the Placing Shares. Each Placee
agrees that neither the Company, the Joint Bookrunners, their affiliates nor
any their agents, consultants, directors, employees, officers or any person
acting on behalf of any of them nor any of their respective officers,
directors, employees, consultants or agents will have any liability for any
such other information, representation or warranty, express or implied;

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

42.  the terms and conditions in this Appendix and all documents into which
this Appendix is 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
or matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective affiliates, agents, consultants,
directors, employees and officers 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 any of the acknowledgements, agreements,
representations, undertakings and warranties given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by any
Joint Bookrunner, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers arising from the performance of
the Placee's obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive completion of the Placing.

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

The acknowledgements, representations, undertakings and warranties contained
in this Appendix are given to each Joint Bookrunner for itself and as agent on
behalf of the Company and are irrevocable and will survive completion of the
Placing.

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

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

References to time in this Announcement are to London time, unless otherwise
stated.  All times and dates in this Announcement may be subject to
amendment.

No statement in this Announcement is intended to be a profit forecast, and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
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 or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

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

 

 

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

"Admission" means the admission of the Placing Shares to trading on AIM;

"AIM" means AIM, the market of that name operated by the London Stock
Exchange;

"AIM Rules" means the AIM Rules for Companies, incorporating guidance notes,
published by the London Stock Exchange as at the date of this Announcement;

"Announcement" means this announcement including, but not limited to, the
Appendix and the information contained therein;

"Appendix" means the appendix to this Announcement;

"Bookbuilding Process" means the book building process undertaken by the Joint
Bookrunners to determine demand for participation in the Placing;

"Company" means Kooth plc;

"EEA" means the European Economic Area;

"EU Prospectus Regulation" means the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market as may be amended from time to time;

"EU Qualified Investors" has the meaning given to it within the capitalised
text at the beginning of the Appendix (and accordingly "EU Qualified Investor"
is the singular version of that term);

"EU Relevant Persons" has the meaning given to it within the capitalised text
at the beginning of the Appendix (and accordingly "EU Relevant Person" is the
singular version of that term);

"EUWA" means the European Union (Withdrawal) Act 2018;

"Exchange Information" has the meaning set out in warranty 11 of the Appendix;

"FCA" means the UK Financial Conduct Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as amended from time
to time);

"Joint Bookrunners" has the meaning set out in the section of the Appendix
headed "Details of the Placing Agreement and the Placing Shares";

"London Stock Exchange" means London Stock Exchange plc;

"Ordinary Shares" means the ordinary shares of 5 pence each in the capital of
the Company;

"Panmure Gordon" means Panmure Gordon (UK) Limited;

"Placee" means a person who is invited to and chooses to participate in the
Placing by making or accepting an offer to acquire Placing Shares;

"Placing" means the placing of the Placing Shares at the Placing Price by the
Joint Bookrunners pursuant to the terms of the Placing Agreement;

"Placing Agreement" means the agreement dated 4 July 2023 and entered into
between both of the Joint Bookrunners and the Company;

"Placing Price" means 300 pence per Placing Share;

"Placing Shares" means the new Ordinary Shares that the Company will
conditionally allot pursuant to the Placing and which are to be admitted to
trading on AIM at Admission;

"Regulatory Information Service" has the meaning given to it in the AIM Rules;

"Relevant Member State" means a member state of the EEA which has implemented
the EU Prospectus Regulation;

"Relevant Persons" means UK Relevant Persons and EU Relevant Persons;

"Stifel" means Stifel Nicolaus Europe Limited;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;

"UK MAR" means the Regulation (EU) No. 596/2014 of the European Parliament and
of the Council of 16 April 2014 as it forms part of the law of England and
Wales by virtue of section 3 of the EUWA and as modified by or under the EUWA
or other domestic law;

"UK Qualified Investors" has the meaning given to it within the capitalised
text at the beginning of the Appendix (and accordingly "UK Qualified Investor"
is the singular version of that term);

"UK Prospectus Regulation" means the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market, as it forms part of the law of England and Wales by virtue
of section 3 of the EUWA and as modified by or under the EUWA or other
domestic law and as may be amended from time to time;

"UK Relevant Persons" has the meaning given to it within the capitalised text
at the beginning of the Appendix (and accordingly "UK Relevant Person" is the
singular version of that term);

"US" means the United States of America; and

"US Securities Act" means the US Securities Act of 1933, as amended from time
to time.

 

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