Proposed Placing and Subscription

KRM22

14/10/2025 16:50

RNS Number : 3569D

KRM22 PLC

14 October 2025

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF KRM22 PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX I.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

KRM22 PLC

("KRM22", the "Company" or the "Group")

Proposed Placing and Subscription to raise £9.2 million at a price of 40 pence per share

 

KRM22 plc (AIM: KRM.L), the technology and software investment company, with a particular focus on risk management in capital markets, is pleased to announce that it proposes to raise £9.2 million via a placing of, and subscription for, new ordinary shares of 10 pence each in the capital of the Company at the Issue Price of 40 pence per share.

Use of proceeds from the Fundraising

With the Company's applications predominantly used by Exchange Traded Derivatives ("ETD") clients, the net proceeds of the Fundraising will be used to fund the expansion of the existing suite of applications beyond the ETD space into Equities, Fixed Income, FX and Crypto verticals to offer multi-asset risk management solutions to the capital markets industry, provide sales and marketing resource to further drive growth in Annual Recurring Revenue ("ARR"), repay the £5.7 million debt facility with Trading Technologies and cover general working capital needs.

Background to and reasons for the Fundraising

FY 2025 Current Trading

The Company has continued to make good progress in 2025, increasing the value of its ARR from £6.6m at the end of FY 2024 to £7.2m at the end of June 2025, further increasing to £7.4m at the time of release of the Company's FY25 Interim Results announced on 17 September 2025 and, as at the date of this announcement, ARR is now £7.5m.

As outlined in the FY25 Interim Results, the Company reported results for the six-month period ended 30 June 2025 of:

·      ARR: £7.2m (H1 2024: £6.0m) - growth of 20%;

o  New contracted ARR in the period of £1.0m (H1 2024: £1.1m)

o  Total ARR attributable to the relationship with Trading Technologies of £0.9m (H1 2024: £0.8m)

·      Total revenue recognised: of £3.6m (H1 2024: £3.3m) - growth of 10.6%;

·      Adjusted EBITDA profit of £0.4m (H1 2024: £0.3m); and

·      Cash balance as at 30 June 2025: £1.4m (FY 2024: £1.0m).

 

Since the end of June 2025, ARR has further increased to £7.5m with new ARR in the year to date generated from cross sales opportunities to existing customers for the Limits Manager, Risk Manager and Market Surveillance applications, contractual price increases included existing customers migrating to Risk Manager from the legacy At-Trade application.  Customer churn has continued to be managed to an acceptable level with known terminations in the year to date from clients who have terminated their use of one application, whilst further investing in their use of other Company applications.

The Company continues to have a strong pipeline of sales opportunities for the Limits Manager and Risk Manager applications, which it expects to close by the end of the year to achieve current market expectations.

As announced on 19 June 2023 the Company entered into an agreement for a £5.0m convertible loan facility arranged by Trading Technologies, the Company's largest shareholder (the "Facility").

Trading Technologies was considered a "related party" as defined under the AIM Rules as a result of its substantial shareholding of 25.0 per cent. in the Company at the date the Facility was entered into. The provision of the Facility by Trading Technologies therefore constituted a related party transaction for the purposes of Rule 13 of the AIM Rules.

On 23 December 2024, the Company announced that an interest repayment date had been deferred in relation to the Facility. Trading Technologies agreed that the interest payment that was due on 31 December 2024 would be due for payment on 31 March 2025.

On 1 April 2025, the Company announced that the Company and Trading Technologies had agreed to further amend the terms of the Facility to defer the interest payments that would have been due by the end of March 2025 to the end of April 2025.

On 29 April 2025 the Company announced that the terms of the Facility, including the interest rate, interest repayment dates, and revenue covenants, had been amended in order to conserve cash for the Company. The Facility amount was also reduced by £0.5 million, decreasing from £5.0 million to a capped and fully drawn amount of £4.5 million. The interest rate was marginally increased by 0.25 per cent., rising from 5.50 per cent. to 5.75 per cent. over the secured overnight financing rate ("SOFR"), and a resulting minimum aggregate rate of 9.50 per cent. (previously at 9.25 per cent.). All interest payments were deferred to 30 June 2026 (previously a balloon interest payment to the end of April 2025 and calendar quarterly interest payments thereafter). The revised interest rate became effective from 28 April 2025 and was not retrospectively applied. Additionally, the future revenue covenant was loosened and discounted in favour of the Company, providing the Company with additional flexibility.

As at the date of this Announcement the current total amount due to be repaid to Trading Technologies is £5.7m.

Details of the Placing

The timing for the close of the Accelerated Bookbuild ("ABB") and allocation of the Placing Shares shall be at the absolute discretion of Cavendish, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Cavendish and the Company at the close of the ABB. The result of the Placing will be announced as soon as practicable thereafter.

In accordance with the terms of the Placing Agreement between the Company and Cavendish, the Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms prior to each Admission.

Cavendish is acting as nominated adviser, broker and bookrunner in connection with the Placing. No part of the Placing or the Subscription is underwritten.

Appendix IV to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

Details of the Subscription

Certain Directors, an employee of the Company and a substantial Shareholder, outlined below, have agreed to subscribe for an aggregate amount of £3.26 million of Subscription Shares at the Issue Price pursuant to the Subscription.

The Subscription Shares will not be subject to clawback and are conditional upon, inter alia, the Resolutions necessary to issue the Subscription Shares being passed at the General Meeting and Admission.

If any of the conditions to the Subscription are not satisfied, the Subscription Shares will not be issued and any monies received from the Subscribers will be returned to them.

Pursuant to the KT Subscription Agreement, Keith Todd has agreed to subscribe for the KT Subscription Shares in consideration for an undertaking to pay the aggregate Issue Price on or before 31 December 2025. Payment under the other Subscription Agreements is due prior to Admission.

The Fundraising Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

It is anticipated the Fundraising Shares will represent approximately 39 per cent. of the Enlarged Share Capital. The Issue Price of 40 pence per Fundraising Share represents a discount of approximately 3.61 per cent. to the closing mid-market price of 41.50 pence per Ordinary Share on 13 October 2025, being the last trading day immediately preceding the date of this Announcement.

Details of the TT Subscription

On 17 June 2023 the Company entered into an agreement with Trading Technologies for a £5.0m convertible loan facility. The Facility was for a maximum of £5.0m and was secured on certain Group assets and guaranteed by certain members of the Group.

The interest rate payable on debt drawn down under the Facility was the aggregate of the SOFR average and a margin of 5.5 per cent. provided that the minimum amount per annum of such aggregate percentage rate per annum shall be 9.25 per cent. Interest was payable quarterly in arrears, although the Company may defer interest payments for the initial 18 months, with the total deferred interest in the initial interest period being paid in two equal instalments on the calendar quarters ending after the 18th and 21st month anniversary of the Facility.

Pursuant to the terms of the Facility (as amended by a side letter dated 1 July 2023), Trading Technologies could elect to convert the Facility into up to a maximum number of 10,869,565 new Ordinary Shares at any time at a conversion price of £0.46 per new Ordinary Share. The Directors were granted the authority to allot the Ordinary Shares that could be issued pursuant to these terms at a general meeting of the Company held on 27 July 2023.

The Company and Trading Technologies amended the terms of the Facility with interest payments originally due for payment in December 2024 and March 2025 deferred until the end of April 2025 and ultimately until 30 June 2026, which aligns with the end of the term of the Facility. The Facility amount was reduced by £0.5 million, decreasing from £5.0 million to a capped and fully drawn amount of £4.5 million. The interest rate marginally increased by 0.25 per cent., rising from 5.50 per cent. to 5.75 per cent. over SOFR, and a resulting minimum aggregate rate of 9.50 per cent. The revised interest rate was effective from the date of signing the revised agreement, being 28 April 2025, and does not apply retrospectively.

Pursuant to the TT Subscription Agreement, Trading Technologies and the Company have agreed to set-off the aggregate subscription amount payable by Trading Technologies in respect of the TT Subscription, being £2,362,686, by reducing the same amount from the outstanding balance of the Facility. The Company intends to repay the remaining balance of the Facility out of the proceeds of the Fundraising.

The TT Subscription Agreement also gives Trading Technologies the right to appoint one director to the board of the Company for so long as it holds an interest in Ordinary Shares representing 20 per cent. or more of the Company's issued share capital.

Trading Technologies International Inc has conditionally agreed to participate in the Fundraising by way of subscription for 5,906,715 New Ordinary Shares. Following completion of the Fundraising, its resultant shareholding will be 25.01 % of the Enlarged Share Capital.

As Trading Technologies International Inc holds more than 10% of the Company's voting rights, its participation in the Fundraising will be deemed a related party transaction pursuant to Rule 13 of the AIM Rules.

Participation by Directors

The following Directors of the Company have also conditionally agreed to participate in the Subscription in the amounts set out below:

Director Name
New Ordinary Shares Subscribed
Resultant Total Shareholding (New Ordinary Shares)
Resultant Percentage of Enlarged Share Capital
Keith Todd
1,574,655
4,338,332*
7.32%
Garry Jones
179,861
462,611
0.78%
Dan Carter
5,000
11,757
0.02%
Kim Suter
10,000
41,494
0.07%
Sandy Broderick
250,000
284,739
0.48%
Steve Sparke
173,809
447,045
0.75%

* The Resultant Total Shareholding and Resultant Percentage of Enlarged Share Capital shown against Keith Todd's name includes Ordinary Shares held by his pension and persons closely associated with him.

The participation of the Directors in the Subscription is also deemed a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Fair and Reasonable Statement

The Directors are independent of the Trading Technologies International, Inc. related party transaction and having consulted with Cavendish, the Company's nominated adviser, consider the terms of the Subscription and the participation by Trading Technologies International Inc to be fair and reasonable insofar as the shareholders of the Company are concerned.

On the basis that all the Directors of the Company are participating in the Subscription, the Company's nominated adviser, Cavendish Capital Markets Limited, has considered the terms of the Directors' Subscription and has deemed that the terms of the Directors' Subscription are fair and reasonable insofar as the Shareholders are concerned.

Circular / General Meeting and Admission

The Company will require further share authorities to allot the Fundraising Shares. Accordingly, the Placing and Subscription are each conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting of the Company, expected to be held at the offices of Cavendish, One Bartholomew Close, London, EC1A 7BL at 10.30 a.m. on 5 November 2025. A Circular containing a notice of General Meeting will be published and notified to Shareholders in due course. The Circular and notice of General Meeting, once published, will be made available on the Company's website at https://krm22.com/investors/.

Subject to the passing of the Resolutions, Admission is expected to occur at 8.00 a.m. on or around 6 November 2025 (or such later time and/or date as Cavendish and the Company may agree, not being later than 20 November 2025).

 

Commenting on the fundraising, CEO of KRM22, Dan Carter, said:

"I am delighted that we have been supported by new and existing shareholders to complete a fundraise that supports KRM22's next phase of growth.  Taking our suite of applications into new asset classes is an exciting opportunity for KRM22 and will help us achieve our goal of becoming a market leader in risk management software for capital markets."

For further information please contact:

 

KRM22 Plc                                                                   investorrelations@krm22.com

Dan Carter, CEO

Kim Suter, CFO 

Cavendish Capital Markets Limited (Nominated Adviser and Broker) +44 (0)20 7220 0500

Stephen Keys / Isaac Hooper

Sunila de Silva (ECM)

 

About KRM22 plc

KRM22 is a closed-ended investment company which listed on AIM on 30 April 2018.  The Company has been established with the objective of creating value for its investors through the investment in, and subsequent growth and development of, target companies in the technology and software sector, with a focus on risk management in capital markets.

Through its investments and the Global Risk Platform, KRM22 helps capital market companies reduce the cost and complexity of risk management.  The Global Risk Platform provides applications to help address firms' trading and corporate risk challenges and to manage their entire enterprise risk profile.

Capital markets companies' partner with KRM22 to optimise risk management systems and processes, improving profitability and expanding opportunities to increase portfolio returns by leveraging risk as alpha. 

KRM22 plc is listed on AIM and the Group is headquartered in London, with offices in several of the world's major financial centres.

See more about KRM22 at www.krm22.com

 

Market Abuse Regulation

 

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 permitted by MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

IMPORTANT NOTICE

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in Appendix IV below.

 

Appendix IV to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) 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 IV.

 

This Announcement has been issued by and is the sole responsibility of the Company.

The information contained in this Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of any national resident or citizen of Canada, Australia or Japan. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No public offering of the shares referred to in this Announcement is being made in the United States, United Kingdom, Australia, Canada or elsewhere.

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 or the UK Prospectus Regulation) to be published.

This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (1) if in the United Kingdom, "qualified investors", being persons falling within the meaning of article 2(e) of the UK Prospectus Regulation, who (a) fall within article 19(5) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) fall within article 49(2)(a) to (d) (High Net Worth Companies, Unincorporated Associations, etc.) of the Order; (2) if in member states of the EEA, "qualified investors", being persons falling within the meaning of article 2(e) of the Prospectus Regulation; or (3) persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons")Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

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 ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

Cavendish Capital Markets Ltd which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser and broker to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither Cavendish nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Cavendish or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Placing. Cavendish and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cavendish 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 Cavendish to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law or regulation, neither the Company nor Cavendish nor their respective affiliates assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. 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 or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

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

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

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Cavendish. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); 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: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) 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 offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish 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 an assessment of suitability or appropriateness for the purposes of MiFID II, or 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 I

DEFINITIONS

Act
the Companies Act 2006 (as amended)
AIM
the market of that name operated by the London Stock Exchange
AIM Rules
the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time
Announcement
this announcement (including the appendices)
Articles
the articles of association of the Company in force
Board or Directors
the directors of the Company as at the date of this Announcement
Cavendish
Cavendish Capital Markets Ltd, the Company's Nominated Adviser and Broker
Circular
the circular to Shareholders convening the General Meeting
Company or KRM22
KRM22 plc, a company incorporated in England and Wales with company number 11231735 whose registered office is at 8th Floor Capital House, 84 - 86 King William Street, London, England, EC4N 7BL
CREST
the relevant system (as defined in the CREST Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations
Directors or Board
the members of the board of the Company from time to time
Enlarged Share Capital
the enlarged issued share capital of the Company comprising the Existing Ordinary Shares and the Fundraising Shares
EU
the European Union
Euroclear
Euroclear UK International Limited, the operator of CREST
Existing Ordinary Shares
the 36,156,990 Ordinary Shares in issue as at the date of this Announcement
Facility
the convertible loan facility provided by Trading Technologies to the Company as summarised in the paragraph headed "Background to and reasons for the Fundraising" of this Announcement
FCA
the Financial Conduct Authority of the UK
FSMA
the Financial Services and Markets Act 2000 (as amended)
Fundraising
together, the Placing and the Subscription
Fundraising Shares
together, the Placing Shares and the Subscription Shares
General Meeting, GM or Meeting
the general meeting of the Company (or any adjournment thereof) to be held on 5 November 2025, notice of which is set out in the Circular
Group
the Company and its subsidiaries
Issue Price
40 pence per Fundraising Share
KT Subscription
the conditional subscription by Keith Todd for the KT Subscription Shares at the Issue Price made on the terms and subject to the conditions set out in the KT Subscription Agreement
KT Subscription Agreement
the conditional agreement dated 14 October 2025 entered into between the Company and Keith Todd, relating to the KT Subscription
KT Subscription Shares
the 1,574,655 Subscription Shares to be issued pursuant to the KT Subscription
London Stock Exchange
London Stock Exchange plc
Long Stop Date
20 November 2025
Notice of GM or Notice of General Meeting
the notice of general meeting set out in the Circular
Ordinary Shares
ordinary shares of 10 pence each in share capital of the Company
Placee
persons procured or to be procured by Cavendish to subscribe for the Placing Shares pursuant to the Placing
Placing
the conditional placing, by Cavendish, as agent of and on behalf of the Company of the Placing Shares at the Issue Price on the terms and subject to the conditions contained in the Placing Agreement and this Announcement
Placing Agreement
the conditional placing agreement dated 14 October 2025between the Company and Cavendish relating to the Placing
Placing Shares
the 14,968,545 new Ordinary Shares to be issued in connection with the Placing
Prospectus Regulation
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017
Publicly Available Information
any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement
Regulatory Information Service
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information
Relevant State
a member state of the European Economic Area which has implemented the Prospectus Regulation
Resolutions
the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting
Securities Act
the United States Securities Act of 1933, as amended
Shareholders
registered holders of Ordinary Shares
Subscribers
means each of Trading Technologies, Keith Todd, Garry Jones, Dan Carter, Kim Suter, Sandy Broderick, Steve Sparke and Billy Murray
Subscription
the conditional subscriptions by the Subscribers for the Subscription Shares at the Issue Price made on the terms and subject to the conditions set out in the Subscription Agreements
Subscription Agreements
the TT Subscription Agreement, the KT Subscription Agreement and the conditional agreements each dated on or about 14 October 2025 entered into between the Company and each of the other Subscribers, relating to the Subscription
Subscription Shares
the 8,143,955 new Ordinary Shares to be issued pursuant to the Subscription, including the TT Subscription Shares and the KT Subscription Shares
Trading Technologies
Trading Technologies International, Inc.
TT Subscription
the conditional subscription by Trading Technologies for the TT Subscription Shares at the Issue Price made on the terms and subject to the conditions set out in the TT Subscription Agreement
TT Subscription Agreement
the conditional agreement dated 14 October 2025 entered into between the Company and Trading Technologies, relating to the TT Subscription
TT Subscription Shares
the 5,906,715 Subscription Shares to be issued pursuant to the TT Subscription
UK
the United Kingdom of Great Britain and Northern Ireland
UK Prospectus Regulation
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as modified by or under domestic law

 

 

APPENDIX II

SHARE CAPITAL AND STATISTICS

Number of Existing Ordinary Shares
36,156,990
Number of Placing Shares*
14,968,545
Number of Subscription Shares*
8,143,955
Number of Ordinary Shares in issue following Admission*
59,269,490
Issue Price
40p
Gross proceeds of the Placing*
£5.99 million
Gross proceeds of the Subscription*
£3.26 million
Ordinary Share ISIN
GB00BFM6WC61


 

* Conditional on the passing of the Resolutions at the General Meeting

 

 

APPENDIX III

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Placing
14 October 2025
Announcement of the results of the Placing
15 October 2025
Publication of the Circular
16 October 2025
Latest time and date for receipt of CREST voting instructions
10.30a.m. on3 November2025
Latest time and date for receipt of Forms of Proxy
10.30a.m. on3 November 2025
General Meeting
10.30a.m. on5 November 2025
Result of the General Meeting announced
5 November 2025
Admission of the Fundraising Shares expected to commence on AIM
6 November 2025
Where applicable, expected date for CREST accounts to be credited in respect of the Fundraising Shares in uncertificated form
6 November 2025
Where applicable, expected date for despatch of definitive certificates for the Fundraising Shares in certificated form
20 November 2025

Notes:

References to times in this Announcement are to London time unless otherwise stated.

The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Members. Members may not receive any further written communication.

 

 

 

APPENDIX IV - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

 

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX IV AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF REGULATION 2017/1129/EU AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND WHO ALSO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) 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 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 KRM22 PLC.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

 

CAVENDISH CAPITAL MARKETS LIMITED, WHICH IS REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING FOR THE COMPANY AND NO ONE ELSE IN RELATION TO THE FUNDRAISING SET OUT IN THIS ANNOUNCEMENT. CAVENDISH DOES NOT HAVE ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY OR ANY OTHER PERSON IN CONNECTION WITH THE COMPANY.

 

ANY PERSON WHO IS IN ANY DOUBT ABOUT THE INVESTMENT TO WHICH THIS ANNOUNCEMENT RELATES SHOULD CONSULT A PERSON DULY AUTHORISED FOR THE PURPOSES OF FSMA WHO SPECIALISES IN THE ACQUISITION OF SHARES AND OTHER SECURITIES.

 

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cavendish nor any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.

 

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

 

All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

 

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 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 offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the 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.

 

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

 

The Company proposes to raise capital by way of a Placing. The Placing is being conducted as part of the Fundraising, comprising the Placing and the Subscription.

 

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 IV.

 

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

 

1.
it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2.
in the case of a Relevant Person in a Relevant State who acquires any Placing Shares pursuant to the Placing:
2.1.
it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation;
2.2.
in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:
2.2.1.
the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or
2.2.2.
where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;
3.
in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:
3.1.
it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation;
3.2.
in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:
3.2.1.
the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or
3.2.2.
where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
4.
it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
5.
it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix IV; and
6.
except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.


 

No prospectus

 

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Publicly Available Information and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

 

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, Cavendish or any other person and none of the Company, Cavendish or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placees should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Details of the Placing Agreement and the Placing Shares

 

Cavendish has today entered into a Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as an agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price of 40 pence per Placing Share.

 

The Placing Shares (together with all other Fundraising Shares) will, when issued, be subject to the Articles and credited as fully paid and will rank pari passu in all respects with the Existing 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 (together with all other Fundraising Shares and Conversion Shares).

 

Application for admission to trading

 

Application will be made to the London Stock Exchange for Admission of the Placing Shares (together with all other Fundraising Shares) to trading on AIM.

Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Placing Shares and upon the passing of the Resolutions by the shareholders of the Company at the General Meeting.

 

Subject to the passing of the Resolutions, it is expected that Admission will take place no later than 8.00 a.m. on 6 November 2025 and that dealings in the Placing Shares (together with all other Fundraising Shares) on AIM will commence at the same time.

 

Principal terms of the Placing

 

1.
Cavendish is acting as broker to the Company in respect of the Placing, as agent for and on behalf of the Company. Cavendish is authorised and regulated in the United Kingdom by the FCA and 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 Cavendish's customers or for providing advice in relation to the matters described in this Announcement.
2.
Participation in the Placing will only be available to persons who may lawfully be and are invited by Cavendish to participate. Cavendish and any of its affiliates are entitled to participate in the Placing as principal.
3.
The price per Placing Share is40 pence and is payable to Cavendish as agent of the Company by all Placees.
4.
Subject to the Company's final approval, each Placee's allocation is determined by Cavendish following consultation with the Company and has been or will be confirmed orally by Cavendish and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Cavendish and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix IV and in accordance with the Articles. Except with the prior written consent of Cavendish, such commitment will not be capable of variation or revocation at the time at which it is submitted.
5.
Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by Cavendish. The terms of this Appendix IV will be deemed incorporated in that form of confirmation.
6.
Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish as agent for the Company, to pay to it (or as they may direct) in cleared funds an amount equal to the product of the Issue 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.
7.
Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
8.
All obligations of Cavendish 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".
9.
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 will not be capable of rescission or termination by the Placee.
10.
To the fullest extent permissible by law and applicable FCA rules, none of (a) Cavendish, (b) any of its respective affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Cavendish as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cavendish), (d) any person acting on behalf of Cavendish, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct in relation to the Placing or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

 

Registration and Settlement

 

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by Cavendish, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.

 

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 Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.

 

Settlement of transactions in the Placing Shares (ISIN: GB00BFM6WC61) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 6 November 2025 unless otherwise notified by Cavendish and Admission is expected to occur no later than 8.00 a.m. on 6 November 2025 unless otherwise notified by Cavendish. Settlement will be on a delivery versus payment basis. However, 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 Cavendish may agree that the Placing Shares should be issued in certificated form. Cavendish reserves the right to require settlement of 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 2 percentage points above prevailing base rate of the Bank of England as determined by Cavendish.

 

Each Placee agrees that if it does not comply with these obligations, Cavendish may sell, charge by way of security (to any funder of Cavendish) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for Cavendish's own accounts and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Cavendish as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the 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. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional 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. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

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 Cavendish under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

 

(a)
Admission taking place not later than 8.00 a.m. on6 November 2025 or such later date as is agreed in writing between the Company and Cavendish, but in any event not later than the Long Stop Date;
(b)
(c)
the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission;
the posting of the Circular by the Company by no later than 16 October 2025;
(d)
(e)
(f)
the passing of the Resolutions at the General Meeting;
the issue and allotment of the Fundraising Shares, subject only to Admission;
none of the warranties or undertakings given in the Placing Agreement becoming 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 material breach of any of the Warranties or undertakings given in the Placing Agreement;
(g)
satisfaction or, where appropriate, the waiver of certain other conditions set out in the Placing Agreement,
(all conditions to the obligations of Cavendish included in the Placing Agreement being together, the "conditions").

 

If any of the conditions set out in the Placing Agreement 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 Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time 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.

 

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

 

Certain conditions may be waived in whole or in part by Cavendish, in their absolute discretion, by notice in writing to the Company and Cavendish 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 Placees' commitments as set out in this Announcement.

 

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

 

Neither Cavendish, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 Cavendish.

 

Termination of the Placing

 

Cavendish may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

 

1.
any of the warranties in the Placing Agreement were untrue or inaccurate, or were misleading when given; or
2.
the Company fails to comply with its obligations under the Placing Agreement where such failure is material in the context of the Placing or Admission; or
3.
any statement of material fact contained in the Placing documents has become or been discovered to be untrue, inaccurate or misleading in any respect; or
4.
there shall have been, occurred, happened or come into effect any event or omission which materially (in the opinion of Cavendish, acting in good faith) and adversely affects the financial position and/or prospects of the Group, or which in the opinion of Cavendish, acting in good faith, is or will be or may be prejudicial to the Company or to the Placing or Admission; or
5.
there shall have occurred any change in national or international financial, monetary, economic, political, environmental, or stock market conditions which, in the opinion of Cavendish, acting in good faith, will, is or is likely to be, prejudicial to the Group or to the Placing or Admission.

 

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

 

By participating in the Placing, each Placee agrees with the Company and Cavendish that the exercise by the Company or Cavendish 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 and / or Cavendish and that none of the Company nor Cavendish need make any reference to such Placee and that none of the Company, Cavendish nor any of its 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.

 

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Cavendish of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

 

Representations, warranties and further terms

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where Cavendish expressly agrees in writing to the contrary):

 

1.
it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;
2.
it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or the UK Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;
3.
the ordinary shares in the capital of the Company are admitted to trading on AIM, and that, in addition to complying with its obligations pursuant to MAR, 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 and that it is able to obtain or access such 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;
4.
it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of Cavendish, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, or the Publicly Available Information; nor has it requested Cavendish, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
5.
neither Cavendish nor any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information;
(b) none of the Company, Cavendish nor any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
(c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and
(d) has not relied on any investigation that either Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
7.
the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on behalf of it are responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they 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 Publicly Available Information or otherwise. Nothing in this Appendix IV shall exclude any liability of any person for fraudulent misrepresentation;
8.
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, Japan or the Republic of South Africa 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, Japan, the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;
9.
it and/or each person on whose behalf it is participating:
9.1
is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;
9.2
has fully observed such laws and regulations;
9.3
has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and
9.4
has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix IV) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;
10.
it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, Japan or the Republic of South Africa 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 the United States, Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
11.
the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
12.
it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
13.
it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;
14.
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;
15.
neither Cavendish, nor its respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
16.
it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Cavendish 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, failing which the relevant Placing Shares may be placed with others on such terms as Cavendish 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;
17.
no action has been or will be taken by any of the Company, Cavendish 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;
18.
the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. None of the Company or Cavendish will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and Cavendish in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of Cavendish or transferred to a CREST stock account of Cavendish, whereupon Cavendish will hold them as a nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
19.
it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and Cavendish for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
20.
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 it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;
21.
it will not make an 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 the EEA 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 purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
22.
if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the FSMA (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2(e) of the UK Prospectus Regulation. If it is within a member state of the EEA, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
23.
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 that this Announcement is not being issued by Cavendish as authorised persons under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;
24.
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);
25.
if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK or in a Relevant State other than Qualified Investors, or in circumstances in which the express prior written consent of Cavendish has been given to the offer or resale;
26.
it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;
27.
neither Cavendish nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;
28.
neither the Company, Cavendish, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of the Company, Cavendish or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of Cavendish's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
29.
acknowledges and accepts that Cavendish may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Cavendish will not make any public disclosure in relation to such transactions;
30.
Cavendish and its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Cavendish and/or any of its affiliates, acting as an investor for its or their own account(s). None of the Company or Cavendish intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
31.
it is aware of the obligations regarding (i) insider dealing in the Criminal Justice Act 1993, FSMA, MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations; and (ii) otherwise arising under the Regulations;
32.
in order to ensure compliance with the Regulations, Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed Cavendish's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cavendish's (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Cavendish 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;
33.
acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the 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 Cavendish's conduct of the Placing;
34.
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;
35.
it irrevocably appoints any duly authorised officer of Cavendish 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;
36.
the Company, Cavendish 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 Cavendish, on its behalf and on behalf of the Company and are irrevocable;
37.
that save to the extent confirmed in writing to Cavendish, none of the monies advanced by itto satisfy itspayment obligations in connection with the Placing are, or otherwise derive from, State Aid or a Risk Capital Investment;
where:
"State Aid" means any aid, investment, grant or loan which was received by the recipient pursuant to a measure approved by the European Commission as compatible with Article 107 of the Treaty on the Functioning of the European Union in accordance with the principles laid down in the European Commission's Guidelines on State aid to promote risk finance investments (as those guidelines may be amended or replaced from time to time); and
"Risk Capital Investment" means an investment from an investor who:
(i) is a venture capital trust (as defined in Part 6 of the Income Tax Act 2007 ("ITA")); or
(ii) has claimed, or is intending to claim, tax relief on that investment under the Seed Enterprise Investment Scheme (under Part 5A of the ITA) or the Enterprise Investment Scheme (under Part 5 of the ITA) or Social Investment Tax Relief (under Part 5B of ITA);
38.
if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;
39.
time is of the essence as regards its obligations under this Appendix IV;
40.
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 Cavendish;
41.
the Placing Shares will be issued subject to the terms and conditions of this Appendix IV; and
42.
these terms and conditions in this Appendix IV and all documents into which this Appendix IV 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 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 Cavendish 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, Cavendish and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix IV or incurred by the Company, Cavendish or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix IV shall survive after the completion of the Placing.

 

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company or Cavendish 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 Cavendish 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 Cavendish in the event that any of the Company and/or Cavendish has incurred any such liability to such taxes or duties.

 

The representations, warranties, acknowledgements and undertakings contained in this Appendix IV are given to Cavendish for itself and on behalf of the Company and are irrevocable.

 

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

 

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

 

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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 Cavendish's money (as applicable) in accordance with the client money rules and will be held by it under a banking 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 shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

 

The Placing Shares to be issued or sold 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 nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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