REG - Light Science Tech. - Proposed £1.50 million Placing and Subscription
04/04/2023 07:00
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RNS Number : 2433V Light Science Tech. Holdings PLC 04 April 2023
Light Science Technologies Holdings plc
("LSTH" or the "Company")
Proposed £1.50 million Placing and Subscription
Light Science Technologies Holdings plc (AIM: LST), the controlled environment
agriculture ("CEA") technology and contract electronics manufacturing ("CEM")
group, is pleased to announce that it has conditionally raised gross proceeds
of £1.50 million through the proposed issue of 150,000,000 new ordinary
shares of 1 penny each ("Ordinary Shares") at a price of 1 penny per share
(the "Issue Price") (the "Fundraising").
The Fundraising consists of the placing of 107,750,000 new Ordinary Shares
(the "Placing Shares") (the "Placing") as well as a private subscription for
42,250,000 new Ordinary Shares ("Subscription Shares") (the "Subscription").
Simon Deacon, Chief Executive Officer of the Company, has agreed to subscribe
for 15,000,000 Subscription Shares.
The Placing has been conducted by Oberon Investments Limited ("Oberon
Capital"). Of the 107,750,000 Placing Shares, 29,500,000 Placing Shares have
been placed with a single investor utilising the Company's existing authority
to allot shares for cash on a non-pre-emptive basis (the "Firm Placing
Shares"). The Firm Placing Shares are expected to be admitted to trading on
AIM at 8.00 a.m. on 5 April 2023 ("First Admission").
The issue of the balance of 78,250,000 Placing Shares (the "Conditional
Placing Shares"), the 42,250,000 Subscription Shares and any new Ordinary
Shares issued under the Retail Offer (together the "Conditional Shares") is
conditional on the Company obtaining the requisite approvals from Shareholders
at a forthcoming General Meeting (the "General Meeting"). The Conditional
Shares are expected to be admitted to trading on AIM on or around 24 April
2023 ("Second Admission").
Retail offer
The Company intends to offer up to 50,000,000 new Ordinary Shares at the Issue
Price (the "Retail Shares") via the Winterflood Retail Access platform (WRAP)
to raise up to £0.5 million gross proceeds (the "Retail Offer"), to provide
qualifying retail investors in the United Kingdom with an opportunity to
participate alongside the Fundraising. A further announcement will be made
in due course regarding the Retail Offer and its terms. It is expected that
the Retail Offer will launch at 8.00 a.m. on 5 April 2023 and will be open for
applications up to 5.00 p.m. on 11 April 2023. The result of the Retail Offer
is expected to be announced by the Company on or around 13 April 2023. For the
avoidance of doubt, the Retail Offer is in addition to the Fundraising and
will be conditional upon, amongst other things, Second Admission becoming
effective. The Retail Offer may not be fully subscribed.
Use of proceeds
The gross proceeds of the Fundraising are expected to be £1.50 million, which
will be predominantly used for product development and intellectual property
protection within the Company's CEA division, as well as for general working
capital purposes, including funding costs associated with the Fundraising.
Circular
A circular relating to the Fundraising (the "Circular") will be posted to
Shareholders shortly, and a further announcement will be made in this
regard. The Circular will contain a notice convening the General Meeting to
approve certain matters relating to the Fundraising (excluding the Firm
Placing Shares). The General Meeting is expected to be held at 1 Lowman Way,
Hilton, Derby, England, DE65 5LJ at 11.00 a.m. on 21 April 2023. The Circular
will be made available to view on the Company's website
(www.lightsciencetech.com).
Related Party Transaction
Simon Deacon's subscription for 15,000,000 Subscription Shares constitutes a
related party transaction for the purposes of the AIM Rules, as Mr Deacon is a
Director and Substantial Shareholder of the Company. The directors independent
of such subscription, being Andrew Hempsall, Jim Snooks, Rob Naylor, Lisa
Clement, Rory James-Duff and Myles Halley, having consulted with the Company's
nominated adviser, Strand Hanson Limited, consider that the terms of Mr
Deacon's subscription to be fair and reasonable insofar as Shareholders are
concerned.
For further information, please contact:
Light Science Technologies Holdings plc www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com)
Simon Deacon, Chief Executive Officer via Walbrook PR
Jim Snooks, Chief Financial Officer
Andrew Hempsall, Chief Operating Officer
Strand Hanson Limited (Nominated & Financial Adviser) Tel: +44 (0) 20 7409 3494
Ritchie Balmer / James Harris / Rob Patrick
Oberon Capital (Joint Broker) Tel: +44 (0) 203 179 5300
Mike Seabrook / Adam Pollock / Nick Lovering
Turner Pope Investments (TPI) Ltd (Joint Broker) Tel: +44 (0) 20 3657 0050
James Pope / Andy Thacker
Walbrook PR Ltd (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or lst@walbrookpr.com (mailto:lst@walbrookpr.com)
Nick Rome / Paul McManus
This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.
About Light Science Technologies Holdings plc
(www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com) )
Light Science Technologies Holdings plc is the holding company of the Group's
controlled environment agriculture ("CEA") division, Light Science
Technologies Ltd ("Light Science Technologies"), and its contract electronics
manufacturing ("CEM") division, UK Circuits and Electronics Solutions Limited
("UK Circuits").
Controlled Environment Agriculture
Light Science Technologies was founded in 2019 and is the Company's grow
lights and sensor technology business, providing bespoke recipes and
technologies tailored to customers' needs, with key targets including indoor,
vertical, glasshouses, polytunnels and medicinal farming markets. The
all-in-one CEA solution will include analysing customers' crop growing
requirements to provide bespoke, low-energy and sustainable equipment.
Market drivers include: food and water shortages in many parts of the world,
growing global population, UK and other government policy encouraging
sustainable and efficient growth methods, increased scrutiny of the effect of
food production on climate change and the continuing transition away from
processed foods.
sensorGROW
sensorGROW was launched in June 2022 and its technology will enable farmers to
monitor the following key air zone growing factors in real-time: carbon
dioxide levels, humidity, light, oxygen - and in the future: air speed, plant
disease, soil, temperature and water pH levels. By monitoring these key
growing factors, farmers can save money through better management of
resources: water, nutrients, fertilisers and energy - while increasing yields
and producing healthier crops.
nurturGROW
nurturGROW is a sustainable grow lighting product range, offering an
innovative, high-performance and cost-effective solution for indoor farming,
covering greenhouses, vertical farming, polytunnels and medicinal plants.
Created with four core component parts, the nurturGROW range is made of high
quality, durable materials to give growers the ideal balance between strength
and optimal performance, minimising the amount of materials needed to
drastically cut down on waste and reduce carbon footprint.
Contract Electronics Manufacturing
UK Circuits is the Company's CEM focussed division, profit making with strong
revenues. The Group designs, procures, and manufactures high-quality CEM
products, specialising in Printed Circuit Boards, which are used in a range of
sectors including audio, automotive, electronics, gas detection, lighting,
pest control, telecommunications and, more recently, the CEA market.
Further information on the Fundraising
Use of proceeds
The gross proceeds of the Fundraising are expected to be £1.50 million, which
will be predominantly used for product development and intellectual property
protection within the Company's CEA division, as well as for general working
capital purposes, including funding costs associated with the Fundraising.
The Company will further rationalise its working capital requirements by
seeking to reduce the costs of the Board and related salaries, offsetting
purchasing cycles with customer deposits and reducing other costs within the
business. Further updates will be made as and when appropriate.
Details of the Fundraising
The Placing and Subscription have conditionally raised, in aggregate, £1.50
million before expenses through the issue of, in aggregate, 150,000,000 new
Ordinary Shares at the Issue Price.
The Issue Price represents a discount of approximately 73 per cent. to the
closing middle market price of 3.75 pence per Ordinary Share on 3 April 2023,
being the last business day prior to the announcement of the Fundraising. The
issue and allotment of the Conditional Shares is subject to the passing of the
Resolutions at the General Meeting.
The Company has conditionally placed the Firm Placing Shares using the
Directors' existing authority to allot shares for cash on a non-pre-emptive
basis as granted at LSTH's most recent AGM held on 19 May 2022. The placing
of the Firm Placing Shares is expected to raise, in aggregate, gross proceeds
of £295,000 and is conditional only on First Admission, which is currently
expected to occur at 8.00 a.m. on 5 April 2023. Following First Admission, the
Firm Placing Shares will represent approximately 14.5 per cent. of the
Company's then enlarged issued ordinary share capital, and they will be
eligible to vote on the Resolutions.
As the Company will have utilised most of the Directors' existing authority to
allot shares for cash on a non pre-emptive basis, following First Admission,
the Proposed Placing of the Conditional Placing Shares and the Subscription
for the Subscription Shares, to raise, in aggregate, approximately a further
£1.21 million gross, are conditional upon, amongst other things, the passing
of the Resolutions at the General Meeting and Second Admission occurring on or
before 24 April 2023 (or such later date as Oberon Capital and the Company may
agree, not being later than 15 May 2023). Following Second Admission, the
Conditional Placing Shares and the Subscription Shares will represent
approximately 37.2 per cent. of the Company's then enlarged issued ordinary
share capital.
The Placing is being conducted by way of a non pre-emptive share issue. The
Directors believe that this is the most cost effective method to raise funds,
avoiding the significant costs that a pre-emptive issue, such as an open
offer, can incur. The Placing Shares and Subscription Shares represent
approximately 46.3 per cent. of the Enlarged Share Capital. The Placing Shares
and the Subscription Shares will, upon their admission to trading on AIM
becoming effective in accordance with the AIM Rules, be credited as fully paid
and will have the same rights in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared. The Placing and Subscription are conditional, amongst other things,
upon:
(i) the approval of the Resolutions at the General
Meeting (in respect of the Proposed Placing and Subscription);
(ii) the Placing Agreement becoming unconditional in all
respects and not having been terminated in accordance with its terms; and
(iii) Second Admission.
The Placing is to be effected on behalf of the Company by Oberon Capital,
under the terms of the Placing Agreement. As noted above, completion of the
Placing is subject to certain conditions including, in respect of the Proposed
Placing only, the passing of the Resolutions. Under the terms of the Placing
Agreement, the Company has agreed to pay Oberon Capital a commission fee in
consideration for its broking services in respect of the Placing. The Placing
is not being underwritten. Up to £80,000 of any demand in the Retail Offer,
at the Company's discretion, may be used to scale back Intuitive Investments
Group plc's investment of £230,000 in the Subscription.
The Placing Agreement contains certain representations and warranties given by
the Company with respect to its business and certain matters connected with
the Placing. The Placing may be terminated by Oberon Capital for reasons
including, amongst other things, a material breach by the Company of the terms
of the Placing Agreement or the warranties contained in it or there being a
material adverse change in the condition of the Company.
Admission and total voting rights
Applications to the London Stock Exchange have been made for the Firm Placing
Shares, and will be made for the Conditional Shares, to be admitted to trading
on AIM and it is currently expected that trading in the Firm Placing Shares
will commence at 8.00 a.m. on 5 April 2023 and the Conditional Shares will
commence at 8.00 a.m. on or around 24 April 2023.
Following First Admission the Company will have 203,650,000 Ordinary Shares in
issue. Following the Second Admission, the Company will have 324,150,000
Ordinary Shares in issue, which may increase depending on any demand in the
Retail Offer. Since the Company currently holds no shares in treasury, the
total number of voting rights in the Company will therefore be 203,650,000 and
324,150,000 on 5 April 2023 and 24 April 2023, respectively, or such later
date as may be notified. These figures may therefore be used by Shareholders
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change in their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Director Subscription
Director Existing beneficial shareholding Conditional Subscription Shares subscribed for Shareholding on completion of the Fundraising Shareholding as a percentage of the Enlarged Share Capital
Simon Deacon 80,600,000 15,000,000 95,600,000 29.5
Disapplication of pre-emption rights and share capital authorities
As mentioned above, the Directors do not currently have sufficient authority
in place to undertake the proposed issue of the Conditional Shares. Therefore,
the Directors are seeking a specific authority and disapplication of the
statutory pre-emption rights to allot up to 407.3 million new Ordinary Shares
(representing 200 per cent. of the Ordinary Shares after the issue of the Firm
Placing Shares on 5 April 2023) to ensure that the Board has sufficient
authority:
(i) to allot and issue 78,250,000 Conditional Placing Shares and 42,250,000
Subscription Shares; and
(ii) to have an additional headroom of 286,800,000 new Ordinary Shares
(representing approximately 88.5 per cent. of the Enlarged Share Capital
following the Fundraising) to allot and issue equity securities under the
Retail Offer and more generally without recourse to the Shareholders to afford
the Board flexibility from time to time as it deems appropriate.
This additional authority will enable the Directors to carry out the Company's
objectives and will enable the Directors to issue small numbers, if required,
of new options and warrants and to raise additional working capital without
having to incur the time delay and cost of convening a further general
meeting.
This authority will be in substitution for any existing unused authority and
will expire at the conclusion of the next annual general meeting of the
Company.
Notice of General Meeting
A notice convening a General Meeting to be held at 1 Lowman Way, Hilton,
Derby, England, DE65 5LJ at 11.00 a.m. on 21 April 2023 will be set out at the
end of the Circular.
The Resolutions to be proposed at the General Meeting are as follows:
1. an ordinary resolution to authorise the Directors,
for the purpose of section 551 of the Act, to (i) allot Ordinary Shares up to
an aggregate nominal value of £1,205,000 in connection with the Fundraising
and (ii) otherwise to allot Ordinary Shares (or grant rights to subscribe for
or convert any security into Ordinary Shares) up to an aggregate nominal value
of £2,868,000; and
2. a special resolution to empower the Directors, for
the purpose of section 570 of the Act to disapply pre-emption rights to allot
Ordinary Shares pursuant to the authority conferred by the resolution
described at 1 above.
For an ordinary resolution to be passed, more than half of the votes cast must
be in favour of the resolution. For a special resolution to be passed, at
least three-quarters of the votes cast must be in favour of the resolution.
Shareholders should be aware that the issue of the Conditional Placing Shares
and the Subscription Shares cannot take place if the Resolutions are not
passed at the General Meeting and Shareholders are strongly encouraged to vote
in favour of both Resolutions.
Recommendation
The Directors believe that the Fundraising and the Resolutions are in the best
interests of the Company and Shareholders taken as a whole. The Directors
therefore unanimously recommend that Shareholders vote in favour of the
Resolutions, as they intend to do in respect of their own beneficial and other
connected interests, amounting in aggregate to 85,115,655 existing Ordinary
Shares which represents approximately 48.9 per cent. of the Company's existing
issued share capital.
Expected Timetable of Principal Events
Announcement of the Retail Offer 4 April 2023
Admission of Firm Placing Shares to trading on AIM 8.00 a.m. on 5 April 2023
Posting of Circular to Shareholders 5 April 2023
Retail offer opens 5 April 2023
Retail offer closes 11 April 2023
Announcement of the result of the Retail Offer 13 April 2023
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 19 April 2023
Latest time and date for receipt of CREST Proxy Instructions 11.00 a.m. on 19 April 2023
General Meeting 11.00 a.m. on 21 April 2023
Admission of Conditional Placing Shares and Subscription Shares to trading on 8.00 a.m. on 24 April 2023
AIM
Important Notices
Oberon Capital is authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Placing and will not regard anyone
(including any Placees) (whether or not a recipient of this Announcement) as a
client, and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.
Neither this Announcement, nor any copy of it, nor the information contained
in it, is for publication, release, transmission, distribution or forwarding,
in whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be unlawful
(or to any persons in any of those jurisdictions). 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 the
Republic of South Africa or any other state or jurisdiction (or to any persons
in any of those jurisdictions). This Announcement has not been approved by the
London Stock Exchange. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been, and will not be, registered under the US
Securities Act or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, pledged, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The Placing Shares
have not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan or the
Republic of South Africa.
No public offering of the Placing Shares and Subscription Shares is being made
in the United States, United Kingdom or elsewhere. All offers of the Placing
Shares and Subscription Shares will be made pursuant to an exemption from the
requirement to produce a prospectus under the EU Prospectus Regulation or the
UK Prospectus Regulation.
This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The distribution of this Announcement, the Placing and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or its affiliates that would permit an offering
of the Placing Shares or possession or distribution of this Announcement or
any other offering or publicity material relating to the Placing Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. These forward-looking
statements reflect the Company's judgment at the date of this Announcement and
are not intended to give any assurance as to future results and the Company
cautions that its actual results of operations and financial condition, and
the development of the industry in which it operates, may differ materially
from those made in or suggested by the forward-looking statements contained in
this Announcement and/or information incorporated by reference into this
Announcement. The information contained in this Announcement is subject to
change without notice and except as required by applicable law or regulation,
the Company expressly disclaims any obligation or undertaking to publish any
updates, supplements or revisions to any forward-looking statements contained
in this Announcement to reflect any changes in the Company's expectations with
regard thereto or any changes in events, conditions or circumstances on which
any such statements are based, except where required to do so under applicable
law.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued or sold pursuant to the Placing and the
Subscription Shares will not be admitted to trading on any stock exchange
other than AIM.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
Appendix I
Definitions
The following definitions apply throughout this Announcement, unless otherwise
stated or the context requires otherwise:
"Act" the Companies Act 2006;
"AGM" Annual General Meeting
"AIM" the AIM Market operated by the London Stock Exchange;
"AIM Rules" the London Stock Exchange's rules and guidance notes contained in its "AIM
Rules for Companies" publication relating to companies whose securities are
traded on AIM, as amended from time to time;
"Announcement" means this announcement (including the appendix to this announcement);
"Board" or "Directors" the directors of the Company, or any duly authorised committee thereof;
"Circular" the Shareholder circular to be published in connection with the General
Meeting;
"Company" or "LSTH" Light Science Technologies Holdings plc, a company incorporated in England and
Wales with company registered number 12398098;
"Conditional Placing Shares" the 78,250,000 new Ordinary Shares to be issued pursuant to the proposed
Placing or as the second tranche of the Placing, subject, inter alia, to
shareholder approval at the General Meeting;
"Conditional Shares" the Conditional Placing Shares, Subscription Shares and any new Ordinary
Shares issued under the Retail Offer;
"CREST" the computerised settlement system (as defined in the CREST Regulations) in
the UK operated by Euroclear UK & International Limited which facilitates
the transfer of title to shares in uncertificated form (as defined in the
CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force;
"Enlarged Share Capital" the 324,150,000 Ordinary Shares in issue following admission of the Firm
Placing Shares, the Conditional Placing Shares and the Subscription Shares to
trading on AIM becoming effective in accordance with the AIM Rules and which
comprise the Existing Ordinary Shares, the Placing Shares and the Subscription
Shares;
"Existing Ordinary Shares" the 174,150,000 Ordinary Shares in issue as at the date of this Announcement;
"Fundraising" means the Placing and Subscription;
"FCA" the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part VI of FSMA;
"Firm Placing" the placing of the Firm Placing Shares by Oberon Capital at the Placing Price
pursuant to the Placing Agreement;
"Firm Placing Shares" the 29,500,000 new Ordinary Shares to be issued pursuant to the Firm Placing
or as the first tranche of the Placing;
"First Admission" means admission of the Firm Placing Shares to trading on AIM becoming
effective in accordance with the AIM Rules;
"Form of Proxy" the form of proxy which will be enclosed with the Circular for use by
Shareholders in connection with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"General Meeting" the general meeting of the Company to be held at 11.00 a.m. on 21 April 2023,
notice of which will be set out in the Circular;
"Group" the Company and its subsidiaries;
"Issue Price" 1 penny per new Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Notice of General Meeting" the notice convening the General Meeting which will be set out in the
Circular;
"Ordinary Shares" the ordinary shares of 1 penny each in the capital of the Company;
"Placing" the placing of the Placing Shares at the Issue Price by Oberon Capital as
agent for and on behalf of the Company pursuant to the terms of the Placing
Agreement;
"Placing Agreement" the conditional agreement dated 4 April 2023 between
(1) the Company, and (2) Oberon Capital, relating to the terms and conditions
upon which Oberon Capital is engaged by the Company for the purposes of the
Placing;
"Placing Shares" the Firm Placing Shares and the Conditional Placing Shares to be issued by the
Company pursuant to the Placing at the Issue Price;
"Proposed Placing" the conditional placing by Oberon Capital of the Conditional Placing Shares at
the Issue Price pursuant to the Placing Agreement;
"Resolutions" the resolutions set out in the Notice of General Meeting;
"Second Admission" means admission of the Conditional Placing Shares, Subscription Shares, and
any new Ordinary Shares issued under the Retail Offer to trading on AIM
becoming effective in accordance with the AIM Rules;
"Subscription Shares" means 42,250,000 new Ordinary Shares to be issued by the Company pursuant to
the Subscription and admitted to trading on the date of the Second Admission;
"Shareholders" holders of Ordinary Shares, from time to time;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or "in uncertificated form" recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST; and
"£" pounds sterling, the lawful currency of the UK from time to time.
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