REG - Pennon Group PLC - PROPOSED EQUITY CAPITAL RAISE

PennonAnnouncement

10/01/2024 07:15

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RNS Number : 1680Z  Pennon Group PLC  10 January 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

10 January 2024

Pennon Group plc ("Pennon", the "Group" or the "Company")

Proposed EQUITY CAPITAL RAISE

Pennon today announces its intention to raise gross proceeds of up to £180
million by way of an equity capital raise (the "Equity Capital Raise"). The
Equity Capital Raise will include a non-pre-emptive placing of new ordinary
shares of 61.05 pence each in the capital of the Company ("New Ordinary
Shares") (the "Placing Shares") to both existing institutional shareholders
and new institutional investors (the "Placing").

In conjunction with the Placing, the Company intends to make an offer of New
Ordinary Shares (the "Retail Offer Shares") via the PrimaryBid platform at the
Offer Price (as defined below), to provide retail investors with an
opportunity to participate in the Equity Capital Raise (the "Retail Offer"). A
separate announcement will be made shortly regarding the Retail Offer and its
associated terms. In addition to the Placing and Retail Offer, certain
directors and executives of the Company intend to subscribe for New Ordinary
Shares at the Offer Price (the "Subscription Shares") to contribute
approximately £150,000 in aggregate to the Equity Capital Raise (the
"Subscription").

Barclays Bank PLC ("Barclays") and Morgan Stanley & Co. International plc
("Morgan Stanley") are acting as Joint Global Coordinators and Joint
Bookrunners (together, the "Bookrunners") in connection with the Placing.

Rationale for the Equity Capital Raise

As announced separately today, Pennon has acquired 100% of the issued share
capital of Sumisho Osaka Gas Water UK Limited ("SOGWUK"), the holding company
of Sutton and East Surrey Water plc ("SES Water") and certain other ancillary
businesses, for £89 million from Sumitomo Corporation and Osaka Gas, with a
total enterprise value of £380 million (the "Acquisition"). Further
information can be found in the acquisition announcement released separately
by the Company today. Pennon is launching an Equity Capital Raise of up to
£180 million in connection with the Acquisition, in order to ensure that the
pro forma leverage and capital structure for the enlarged Group following the
Acquisition remains consistent with Pennon's well-established water business
gearing range of 55-65%((1)).

Prior to launch of the Placing, the Company consulted with a significant
number of its shareholders to assess their feedback as to the purpose of the
Placing. Feedback from this consultation was supportive and as a result the
board has concluded that the Placing is in the best interests of shareholders
and wider stakeholders and will promote the long-term success of the Company.
Accordingly, the Company has chosen to proceed with the Placing. The board
intends to apply the principles of pre-emption when allocating Placing Shares
to those shareholders that participate in the Placing.

Details of the Equity Capital Raise

The Placing is subject to the terms and conditions set out in the Appendix to
this announcement (which forms part of this Announcement, together being this
"Announcement"). Members of the public are not entitled to participate in the
Placing.  The Retail Offer is subject to the terms and conditions set out in
the separate announcement regarding the Retail Offer released by the Company
today. The Subscription is subject to the terms and conditions set out in
subscription letters that have been entered into between the subscribing
Directors, executives and the Company.

In accordance with the terms and conditions set out in the Appendix to this
announcement, the allotment of the New Ordinary Shares is expected to be
carried out pursuant to Pennon's existing shareholder authorities in relation
to the authority of the directors of the Company to allot ordinary shares on a
non pre-emptive basis  in connection with an acquisition, as granted at the
Company's most recent Annual General Meeting on 20 July 2023 and, which at
that date, represented up to 20% of the issued share capital.

The placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild"). The Bookrunners will commence the Bookbuild process immediately
following the release of this Announcement in respect of the Placing. The
price at which the Placing Shares are to be placed (the "Offer Price") will
be determined at the close of the Bookbuild process. The timing of the closing
of the book, determination of the Offer Price and allocations of New Ordinary
Shares are at the absolute discretion of the Company and, as applicable, the
Bookrunners. Details of the Offer Price and the New Ordinary Shares to be
issued pursuant to the Equity Capital Raise will be announced as soon as
practicable after the close of the Bookbuild process. The Retail Offer Shares
and the Subscription Shares will be issued at the Offer Price.

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with each other and with the existing ordinary shares
of 61.05 pence each in the capital of the Company, including, without
limitation, the right to receive all dividends and other distributions
declared, made or paid after the date of issue.

Applications will be made (i) to the Financial Conduct Authority (the "FCA")
for admission of the New Ordinary Shares to the premium listing segment of the
Official List; and (ii) to London Stock Exchange plc for admission of the New
Ordinary Shares to trading on its main market for listed securities
(together, "Admission").

Admission and settlement of the New Ordinary Shares are expected to take place
on or before 8.00 a.m. on 12 January 2024. The Equity Capital Raise is
conditional upon, among other things, Admission becoming effective by such
time and date (or such later time as the Company and the Bookrunners may
agree).

The Placing is conditional upon, among other things, the placing agreement
between the Company and the Bookrunners (the "Placing Agreement") having
become unconditional and not being terminated in accordance with its terms. A
description of the Placing Agreement can be found in the Appendix to this
Announcement.

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. Investors 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 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 the terms and conditions in this Announcement.

Market soundings, as defined in MAR, were taken in respect of the Placing,
with the result that certain persons became aware of inside information
relating to the Company and its securities, as permitted by MAR. That inside
information is contained in this Announcement. 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.

The person responsible for releasing this announcement on behalf of the
Company is Andrew Garard, Group General Counsel and Company Secretary.

 

For further information, please contact:

Pennon Group
PLC
 

Steve Buck                        Group Chief Financial Officer
 
    +44 (0)1392 44 3168

Jennifer Cooke                 Group Head of Investor
Relations

 

Media Enquiries

James Murgatroyd          FGS Global
 
                 +44 (0)207 251 3801

Harry Worthington

 

Barclays Bank PLC

Joint Global Coordinator and Joint Bookrunner
                                                +44
(0) 20 7623 2323

Alisdair Gayne, Iain Smedley, Richard Bassingthwaighte, Chris Madderson

 

Morgan Stanley & Co. International plc

Joint Global Coordinator and Joint Bookrunner
                                                 +44
(0) 20 7425 8000

Andrew Foster, Francesco Puletti, Emma Whitehouse

 

Notes: All £m and % numbers shown to 0 decimal places. Potential differences
due to rounding.

((1)) Gearing at the regulated water business level, defined as net debt / RCV

 

 IMPORTANT NOTICES

The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons coming into possession
of this Announcement and/or any related communications should inform
themselves about and observe such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law of any such
jurisdiction.

No offering document or prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
to be published in accordance with Prospectus Regulation (EU) 2017/1129 (the
"EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended)
(the "UK Prospectus Regulation").

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND
DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY
OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA,
COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC
OF SOUTH AFRICA ("SOUTH AFRICA") OR IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, resold, transferred or delivered, directly or
indirectly, in or into 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 accordance with any applicable securities laws of any
state or other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States, the United Kingdom or
elsewhere.

The Placing Shares have not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission or any
other regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.

A prospectus qualifying the Placing Shares for distribution has not been, and
will not be, filed with any securities commission or similar regulatory
authority of any jurisdiction of Canada. No such authority has reviewed,
expressed an opinion about or in any way passed upon the Placing or the
Placing Shares, and it is an offence to claim otherwise. Any offering of the
Placing Shares in Canada will be made on a private placement basis only in the
provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on
exemptions from the requirements under applicable Canadian securities laws
that the Company file and obtain a receipt for a prospectus for any
distribution of securities. No offer of securities is made in Canada except to
a person who has represented to the Company and each of the Bookrunners that
such person (i) is purchasing as principal for its own account, or is deemed
under applicable Canadian securities laws to be purchasing as principal, for
investment only and not with a view to resale or distribution; (ii) is both an
"accredited investor" as defined in section 1.1 of National Instrument 45-106
- Prospectus Exemptions of the Canadian Securities Administrators (or, in
Ontario, as defined in section 73.3(1) of the Securities Act (Ontario), as
applicable) and also a "permitted client" as defined in section 1.1 of
National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations of the Canadian Securities Administrators; and (iii)
was not created, and is not used, solely to purchase or hold securities as an
accredited investor. Any resale of Placing Shares into Canada or acquired by a
Canadian investor in the Placing must be made in accordance with applicable
Canadian securities laws, which may vary depending on the relevant
jurisdiction (both of the investor and the person to whom the Placing Shares
are being resold), and may require that resales be made in accordance with
Canadian prospectus requirements or pursuant to an available exemption
therefrom. These resale restrictions may under certain circumstances apply to
resales of Placing Shares outside of Canada.

This Announcement and the Placing of the Placing Shares as set out in this
Announcement does not constitute, advertise or relate to an offer to the
public (as defined in the South African Companies Act, No 71 of 2008, as
amended (the "SA Companies Act")) for the sale of or subscription for, or the
solicitation of an offer to buy or subscribe for, securities or an opportunity
to invest in a collective investment scheme in South Africa (as contemplated
in the South African Collective Investment Scheme Control Act, No 45 of 2002).
In South Africa, the Placing Shares will only be offered to financial
institutions and other persons who are referred to in section 96(1)(a) of the
SA Companies Act, or persons who subscribe, as principal, for the Placing
Shares at a total acquisition cost of ZAR1 000 000 or more, as contemplated in
section 96(1)(b) of the SA Companies Act ("SA Qualifying Investor"). Any
person who is not a SA Qualifying Investor will not be entitled to acquire any
securities offered for sale or subscription as described in this Announcement
or otherwise act thereon. This Announcement does not, nor is it intended to,
constitute a prospectus registered under the SA Companies Act and accordingly,
does not comply with the substance and form requirements for prospectuses set
out in the SA Companies Act and the South African Companies Regulations of
2011. No prospectus has been lodged with, or registered by, the South African
Companies and Intellectual Property Commission. Nothing in this Announcement
should be viewed, or construed, as "advice" as that term is used in the South
African Financial Markets Act, No 19 of 2012, as amended ("FMA") or "advice"
and/or an "intermediary service" as those terms are used in the South African
Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended
(the "SA FAIS Act") and nothing in this Announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial
services in South Africa. It is the responsibility of any SA Qualifying
Investor to ensure they or it have obtained all required approvals in terms of
the financial surveillance or "exchange control" regulations promulgated under
the South African Currency and Exchanges Act, No 9 of 1933, and any rulings
issued pursuant thereto.

This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Australian
Corporations Act 2001 (Cth) ("Corporations Act") and will not be lodged with
the Australian Securities and Investments Commission. No offer of shares is or
will be made in Australia pursuant to this Announcement, except to a person
who is a "sophisticated investor" within the meaning of section 708(8) of the
Corporations Act or a "professional investor" within the meaning of section
708(11) of the Corporations Act. If any shares are issued, they may not be
offered for sale (or transferred, assigned or otherwise alienated) to
investors in Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under Part 6D.2 of
the Corporations Act.

This Announcement and the offering of the Placing Shares has not been approved
or licensed by the United Arab Emirates ("UAE") Central bank, the SCA, the
Dubai Financial Services Authority or any other relevant licensing authorities
or governmental agencies in the UAE (the "UAE Authorities") and accordingly
does not constitute a public offering of the Placing Shares in the UAE in
accordance with the Federal Law No.32 of 2021 Concerning Commercial Companies
(as amended), the UAE Securities and Commodities Authority's (the "SCA") Board
of Directors Resolution Number 13 B.C of 2021 on the Regulations Manual of the
Financial Activities and Status Regularization Mechanisms (as amended) ("SCA
Rulebook"), or otherwise. Any offering to be made in the UAE is to be made
only to certain persons who are "professional investors" as defined in the SCA
Rulebook and have confirmed the same. This Announcement and the information
referred to herein must therefore not be delivered to, or relied on by, any
other person in the UAE. The UAE Authorities assume no liability for any
investment that the original recipient makes as a professional investor.

This Announcement and the offering of the Placing Shares relates to an Exempt
Offer in accordance with the Financial Services Regulatory Authority's
("FSRA") Financial Services and Markets Regulations and the FSRA's Market
Rules. It does not constitute a public offering of the Placing Shares in the
Abu Dhabi Global Market (the "ADGM"). This Announcement is intended for
distribution only to persons who meet the Professional Client criteria set out
in Rule 2.4 of the FSRA's Conduct of Business Rulebook (COBS). It must not be
delivered to, or relied on by, any other person in the ADGM. The FSRA has no
responsibility for reviewing or verifying any documents in connection with an
Exempt Offer. The FSRA has not approved this Announcement or taken steps to
verify the information set out in it and has no responsibility for it. The
Placing Shares may be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their own due
diligence on the Placing Shares. If you do not understand the contents of this
Announcement, you should consult an authorised financial adviser.

No prospectus has been lodged or filed with, or registered by, the Australian
Securities and Investments Commission, any securities commission or similar
regulatory authority of any Canadian jurisdiction, the Japanese Ministry of
Finance or the South African Companies and Intellectual Property Commission;
and the Placing Shares have not been, and nor will they be, registered or
qualified for public distribution under the securities laws of any state,
province or territory of Australia, Canada, Japan or 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 South Africa
or any other jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia, Canada, Japan or
South Africa.

The distribution of this Announcement and the Placing and/or the offer or sale
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken which 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 distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required to inform themselves about,
and to observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This communication is directed only at: (a) persons in the United Kingdom who
are "qualified investors" (within the meaning of the UK Prospectus Regulation)
(i) who have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order") or (ii) who are high net worth entities or other persons falling
within Article 49(2)(a) to (d) of the Order; (b) persons in a member state of
the European Economic Area who are "qualified investors" (within the meaning
of the EU Prospectus Regulation), (c) persons in the United States, who are
certain qualified institutional buyers ("QIBs") (as defined in Rule 144A under
the Securities Act; (d) persons in Canada who are both "accredited investors"
within the meaning of National Instrument 45-106 (or, in Ontario, section
73.3(1) of the Securities Act (Ontario), as applicable) and "permitted
clients" within the meaning of National Instrument 31-103; (e) persons in
Australia who are "sophisticated investors" or "professional investors"
(within the meaning of sections 708(8), and 708(11), respectively, of the
Corporations Act)), being persons to whom an offer of securities can be made
without a disclosure document under chapter 6D of the Corporations Act; (f)
persons in South Africa who fall within the exemptions set out in sections
96(1)(a) or 96(1)(b) of the SA Companies Act; (g) in the UAE, persons who are
"professional investors" as defined in the SCA Rulebook; (h) in the ADGM,
persons who meet the professional client criteria set out in Rule 2.4 of the
Conduct of Business Rulebook (COBS) of the FSRA of the ADGM; (i) in
Switzerland, persons who are purchasing, or are deemed to be purchasing, as
principal and who are "professional clients" within the meaning of the Swiss
Financial Services Act; and (j) persons to whom it may otherwise be lawfully
communicated (all such persons referred to above being "Relevant Persons").
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. 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.

Each of Barclays and Morgan Stanley is authorised in the United Kingdom by the
Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Each of
the Bookrunners is acting exclusively for the Company and no-one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as its client in relation to the Placing
or any other matter referred to in this Announcement, and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Barclays or its affiliates or of Morgan Stanley or its
affiliates, or for providing advice in relation to the Placing or any other
matter referred to in this Announcement. Neither of the Bookrunners or any of
their respective affiliates is acting for the Company with respect to the
Retail Offer or the Subscription.

This Announcement is being issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Bookrunners or any of their respective affiliates or
agents (or any of their respective directors, officers, employees or advisers)
for the contents of the information contained in this Announcement, or any
other written or oral information made available to or publicly available to
any interested party or its advisers, or any other statement made or purported
to be made by or on behalf of either of the Bookrunners or any of their
respective affiliates in connection with the Company, the Placing Shares or
the Placing and any responsibility and liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. No representation or
warranty, express or implied, is made by either of the Bookrunners or any of
their respective affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this Announcement
and nothing in this Announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future.

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

This Announcement contains (or may contain) certain forward-looking
statements, beliefs or opinions, with respect to certain of the Company's
current expectations and projections about future performance, anticipated
events or trends and other matters that are not historical facts. These
forward-looking statements, which sometimes use words such as "aim",
"anticipate", "believe", "intend", "plan" "estimate", "expect" and words of
similar meaning or the negative thereof, include all matters that are not
historical facts and reflect the Company's 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.
These statements are subject to unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. 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, none of the Company, the
Bookrunners or any of such persons' respective directors, officers, employees,
agents, affiliates or advisers assume any responsibility or obligation to
update, amend or revise publicly or review any of the forward-looking
statements contained in this Announcement. You should not place undue reliance
on forward-looking statements, which speak only as of the date of this
Announcement. Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be relied upon as
a guide to future performance. 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 and value of securities can go down as well as up. Past
performance of the Company cannot be relied on as a guide to future
performance. Persons reading this Announcement are cautioned not to place
undue reliance on such forward-looking statements.

In connection with the Placing, each of the Bookrunners and any of their
respective affiliates, acting as investors for their own account, may take up
a portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such
shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to Placing
Shares being offered, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or acquisition, placing or dealing by, the
Bookrunners and any of their respective affiliates acting in such capacity. In
addition, the Bookrunners and any of their respective affiliates may enter
into financing arrangements (including swaps, warrants and contracts for
difference) with investors in connection with which the Bookrunners and any of
their respective affiliates may from time to time acquire, hold or dispose of
shares. Neither of the Bookrunners intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

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

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

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
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. Investors and prospective
investors should conduct their own investigation, analysis and evaluation of
the business and data described in this Announcement. 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 of 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 retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

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

 

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

Terms and Conditions - Important Information for Placees Only Regarding the
Placing

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA, COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA") OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a public offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold directly or indirectly in or
into 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 the securities laws of any state or any other
jurisdiction of the United States.

 

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States.

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

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

ALL OFFERS OF PLACING SHARES IN THE UNITED KINGDOM WILL BE MADE PURSUANT TO AN
EXEMPTION UNDER THE UK PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE
REQUIREMENT TO PRODUCE A PROSPECTUS. ALL OFFERS OF PLACING SHARES IN THE
EUROPEAN ECONOMIC AREA ("EEA") WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE
EU PROSPECTUS REGULATION (AS DEFINED BELOW) FROM THE REQUIREMENT TO PRODUCE A
PROSPECTUS.

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IN THE
UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (AS AMENDED) (THE "EU
PROSPECTUS REGULATION") AS IT FORMS PART OF ENGLISH LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ARE:  (i) "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE
"ORDER"); OR (ii) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (B) IN A
MEMBER STATE OF THE EEA, PERSONS WHO ARE QUALIFIED INVESTORS WITIN THE MEANING
OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION, INCLUDING ANY RELEVANT
IMPLEMENTING MEASURE IN ANY MEMBER STATE ("EU QUALIFIED INVESTORS"); (C) IN
THE UNITED STATES, PERSONS WHO ARE QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) (EACH A "QIB")); (D) IN CANADA, PERSONS
WHO ARE BOTH "ACCREDITED INVESTORS" WITHIN THE MEANING OF NATIONAL INSTRUMENT
45-106 (OR, IN ONTARIO, SECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AS
APPLICABLE) AND "PERMITTED CLIENTS" WITHIN THE MEANING OF NATIONAL INSTRUMENT
31-103; (E) IN AUSTRALIA, PERSONS WHO ARE: (i) EITHER "SOPHISTICATED
INVESTORS" WITHIN THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS
ACT 2001 (CTH) (THE "CORPORATIONS ACT")) OR "PROFESSIONAL INVESTORS" WITHIN
THE MEANING OF SECTION 9 AND SECTION 708(11) OF THE CORPORATIONS ACT; AND (ii)
A "WHOLESALE CLIENT" FOR THE PURPOSES OF SECTION 761G(7) OF THE CORPORATIONS
ACT (AND RELATED REGULATIONS) WHO HAS COMPLIED WITH ALL RELEVANT REQUIREMENTS
IN THIS RESPECT; (F) IN SOUTH AFRICA, PERSONS WHO FALL WITHIN THE EXEMPTIONS
SET OUT IN SECTIONS 96(1)(A) OR 96(1)(B) OF THE SOUTH AFRICAN COMPANIES ACT,
NO 71 OF 2008 ("SA COMPANIES ACT"); (G) IN THE UNITED ARAB EMIRATES (THE
"UAE"), PERSONS WHO ARE PROFESSIONAL INVESTORS AS DEFINED  IN THE UAE
SECURITIES AND COMMODITIES AUTHORITY'S (THE "SCA") BOARD OF DIRECTORS
RESOLUTION NUMBER 13 B.C OF 2021 ON THE REGULATIONS MANUAL OF THE FINANCIAL
ACTIVITIES AND STATUS REGULARIZATION MECHANISMS (AS AMENDED) ("SCA RULEBOOK");
(H) IN THE ABU DHABI GLOBAL MARKET (THE "ADGM"), PERSONS WHO MEET THE
PROFESSIONAL CLIENT CRITERIA SET OUT IN RULE 2.4 OF THE CONDUCT OF BUSINESS
RULEBOOK (COBS) OF THE FINANCIAL SERVICES REGULATORY AUTHORITY (THE "FSRA") OF
THE ADGM; (I) IN SWITZERLAND, PERSONS WHO ARE PURCHASING, OR ARE DEEMED TO BE
PURCHASING, AS PRINCIPAL AND WHO ARE "PROFESSIONAL CLIENTS" WITHIN THE MEANING
OF THE SWISS FINANCIAL SERVICES ACT ("FinSA"); AND (J) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS AND BY ACCEPTING THE TERMS AND CONDITIONS OF THIS
ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. 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 CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE BOOKRUNNERS TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY
AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE
CAUTION IN RELATION TO THE PLACING.  EACH PLACEE SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.

The Placing Shares have not been and will not be registered under the
Securities Act, or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Placing Shares may not be
offered, sold, taken up, resold, transferred or delivered directly or
indirectly in, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offering of the Placing Shares in the United States. The
Placing Shares are being offered and sold outside the United States in
offshore transactions in accordance with Regulation S under the Securities Act
("Regulation S"). Any offering to be made in the United States is to be made
only to certain QIBs pursuant to an exemption from registration under the
Securities Act in a transaction not involving any public offering. The Placing
Shares have not been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or any US
regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of any proposed offering of Placing Shares, or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is unlawful.

A prospectus qualifying the Placing Shares for distribution has not been, and
will not be, filed with any securities commission or similar regulatory
authority of any jurisdiction of Canada. No such authority has reviewed,
expressed an opinion about or in any way passed upon the Placing or the
Placing Shares, and it is an offence to claim otherwise. Any offering of the
Placing Shares in Canada will be made on a private placement basis only in the
provinces of British Columbia, Alberta, Ontario and Quebec, in reliance on
exemptions from the requirements under applicable Canadian securities laws
that the Company file and obtain a receipt for a prospectus for any
distribution of securities. No offer of securities is made pursuant to this
Announcement in Canada except to a person who has represented to the Company
and the Bookrunners that such person (i) is purchasing as principal for its
own account, or is deemed under applicable Canadian securities laws to be
purchasing as principal, for investment only and not with a view to resale or
distribution; (ii) is both an "accredited investor" as defined in section 1.1
of National Instrument 45-106 - Prospectus Exemptions of the Canadian
Securities Administrators (or, in Ontario, as defined in section 73.3(1) of
the Securities Act (Ontario), as applicable) and also a "permitted client" as
defined in section 1.1 of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian
Securities Administrators; and (iii) was not created, and is not used, solely
to purchase or hold securities as an accredited investor. Any resale of
Placing Shares into Canada or acquired by a Canadian investor in the Placing
must be made in accordance with applicable Canadian securities laws, which may
vary depending on the relevant jurisdiction (both of the investor and the
person to whom the Placing Shares are being resold), and may require that
resales be made in accordance with Canadian prospectus requirements or
pursuant to an available exemption therefrom or transaction not subject
thereto. These resale restrictions may under certain circumstances apply to
resales of Placing Shares outside of Canada. Securities legislation in certain
provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this offering memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal adviser. Pursuant to
section 3A.3 of National Instrument 33-105 - Underwriting Conflicts of the
Canadian Securities Administrators, the Global Joint Co-ordinators are not
required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.

This Announcement does not constitute, or purport to include the information
required of, a disclosure document under Chapter 6D of the Corporations Act or
a product disclosure statement under Chapter 7 of the Corporations Act and
will not be lodged with the Australian Securities and Investments Commission.
No offer of securities is made pursuant to this Announcement in Australia
except to a person who is (i) either a "sophisticated investor" within the
meaning of section 708(8) of the Corporations Act or a "professional investor"
within the meaning of section 9 and section 708(11) of the Corporations Act;
and (ii) a "wholesale client" for the purposes of section 761G(7) of the
Corporations Act (and related regulations) who has complied with all relevant
requirements in this respect. No Placing Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in Australia for at
least 12 months after their issue, except in circumstances where disclosure to
investors is not required under Part 6D.2 of the Corporations Act.

In Switzerland, the Placing Shares may be sold only to purchasers purchasing,
or deemed to be purchasing, as principal and who are "professional clients"
within the meaning of FinSA. This Announcement does not constitute a
prospectus pursuant to FinSA, and no such prospectus has been or will be
prepared for or in connection with the offering of the Placing Shares. The
Placing Shares will not be admitted to trading on any trading venue (exchange
or multilateral trading facility) in Switzerland.

The Placing of the Placing Shares as set out in this Announcement does not
constitute, advertise or relate to an offer to the public (as defined in the
SA Companies Act) for the sale of or subscription for, or the solicitation of
an offer to buy or subscribe for, securities or an opportunity to invest in a
collective investment scheme in South Africa (as contemplated in the South
African Collective Investment Scheme Control Act, 2002). In South Africa, the
Placing Shares will not be offered to any person in any manner which could be
construed as an offer to the public in terms of the SA Companies Act and is
only directed at financial institutions and other persons who are referred to
in section 96(1)(a) of the SA Companies Act, or persons who subscribe, as
principal, for the Placing Shares at a total acquisition cost of ZAR1 000 000
or more, as contemplated in section 96(1)(b) of the SA Companies Act ("SA
Qualifying Investor"). Any person who is not a SA Qualifying Investor will not
be entitled to acquire any securities offered for sale or subscription as
described in this Announcement or otherwise act thereon. The offering of the
Placing Shares to SA Qualifying Investors is exempt from the requirement that
the Company prepare and file a prospectus with the relevant securities
regulatory authorities in South Africa. This Announcement and the terms and
conditions set out in this appendix do not, nor are they intended to,
constitute a prospectus registered under the SA Companies Act and accordingly,
do not comply with the substance and form requirements for prospectuses set
out in the SA Companies Act and the South African Companies Regulations of
2011. No prospectus has been lodged with, or registered by, the South African
Companies and Intellectual Property Commission. Nothing in this Announcement
should be viewed, or construed, as "advice" as that term is used in the FMA
and/or the SA FAIS Act and nothing in this Announcement or pursuant to the
Placing should be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa.

This Announcement and the offering of the Placing Shares has not been approved
or licensed by the UAE Central Bank, the SCA, the Dubai Financial Services
Authority, or any other relevant licensing authorities or governmental
agencies in the UAE (the "UAE Authorities") and accordingly does not
constitute a public offering of the Placing Shares in the UAE in accordance
with the Federal Law No. 32 of 2021 Concerning Commercial Companies (as
amended), the SCA Rulebook or otherwise. Any offering to be made in the UAE is
to be made only to certain persons who are Professional Investors as defined
in the SCA Rulebook and have confirmed the same. This Announcement and the
information referred to herein must therefore not be delivered to, or relied
on by, any other person in the UAE. The UAE Authorities assume no liability
for any investment that the original recipient makes as a professional
investor.

This Announcement and the offering of the Placing Shares relates to an Exempt
Offer in accordance with the FSRA's Financial Services and Markets Regulations
and the FSRA's Market Rules. It does not constitute a public offering of the
Placing Shares in the ADGM. This Announcement is intended for distribution
only to persons who meet the Professional Client criteria set out in Rule 2.4
of the FSRA's Conduct of Business Rulebook (COBS). It must not be delivered
to, or relied on by, any other person in the ADGM. The FSRA has no
responsibility for reviewing or verifying any documents in connection with an
Exempt Offer. The FSRA has not approved this Announcement or taken steps to
verify the information set out in it and has no responsibility for it. The
Placing Shares may be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their own due
diligence on the Placing Shares. If you do not understand the contents of this
Announcement, you should consult an authorised financial adviser. No
prospectus has been lodged or filed with, or registered by, the Australian
Securities and Investments Commission, any securities commission or similar
regulatory authority of any Canadian jurisdiction, the Japanese Ministry of
Finance or the South African Companies and Intellectual Property Commission;
and the Placing Shares have not been, and nor will they be, registered or
qualified for distribution under the securities laws of any state, province or
territory of Australia, Canada, Japan or 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 South Africa or any other jurisdiction
outside the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia, Canada, Japan or South Africa.

This Announcement, and the information contained herein, is restricted and is
not for publication, release, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, to persons in the United States,
Australia, Canada, Japan or South Africa or in or into any jurisdiction in
which such publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement and the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or the Bookrunners or any of
its or their respective affiliates, agents, directors, officers or employees
which would, or is intended to, permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
any such action for that purpose is required. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so. Persons
(including, without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into whose
possession this Announcement comes are required by the Company and the
Bookrunners to inform themselves about, and to observe, any such restrictions.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable)
from the requirement to produce a prospectus. This Announcement is being
distributed and communicated to persons in the UK only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
("FSMA") does not apply.

Each of the Bookrunners is acting exclusively for the Company and no-one else
in connection with the Placing and will not regard any other person (whether
or not a recipient of this Announcement) as its client in relation to the
Placing or any other matter referred to in this Announcement, and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Placing or
any other matter referred to in this Announcement.

This Announcement is being issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either of the Bookrunners or any of their respective affiliates or
agents (or any of their respective directors, officers, employees or advisers)
for the contents of the information contained in this Announcement, or any
other written or oral information made available to or publicly available to
any interested party or its advisers, or any other statement made or purported
to be made by or on behalf of either of the Bookrunners or any of their
respective affiliates in connection with the Company, the Placing Shares or
the Placing and any responsibility and liability whether arising in tort,
contract or otherwise (save as referred to above) is therefore expressly
disclaimed. No representation or warranty, express or implied, is made by
either of the Bookrunners or any of their respective affiliates as to the
accuracy, fairness, verification, completeness or sufficiency of the
information contained in this Announcement and nothing in this Announcement
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or future.

None of the Company, the Bookrunners or their respective affiliates or agents
makes any representation or warranty, express or implied, to any Placees
regarding any investment in the securities referred to in this Announcement
under the laws applicable to such Placees. Each Placee should consult its own
advisers as to the legal, tax, business, financial and related aspects of an
investment in the Placing Shares.

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.

By participating in the Placing, Placees will be deemed to have read and
understood this Announcement in its entirety and to be participating, making
an offer for and acquiring Placing Shares on the terms and conditions
contained herein, and to be providing (and shall only be permitted to
participate in the Placing on the basis that they have provided) the
representations, warranties, indemnities, acknowledgements, agreements and
undertakings contained herein. In particular, each such Placee represents,
warrants, undertakes, agrees and acknowledges, without limitation, that:

(1)      it is a Relevant Person (as defined above) 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)      it is and, at the time the Placing Shares are acquired, will be
either: (i) outside the United States and acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S; or (ii) a QIB who has
duly executed a US investor letter in a form satisfactory to the relevant
Bookrunner;

(3)      if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (i) any Placing Shares acquired
by it in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to,
persons in the United Kingdom or to which the UK Prospectus Regulation
otherwise applies other than UK Qualified Investors or in circumstances in
which the prior consent of the Bookrunners have been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on behalf of
persons in the United Kingdom other than UK 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)      if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) any Placing Shares acquired
by it in the Placing will not be acquired on a non-discretionary basis on
behalf of, nor will they be acquired with a view to their offer or resale to,
persons in any member state of the EEA or to which the EU Prospectus
Regulation otherwise applies other than EU Qualified Investors or in
circumstances in which the prior consent of the Bookrunners have been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA other than EU Qualified
Investors, the offer of those Placing Shares to it is not treated under the EU
Prospectus Regulation as having been made to such persons.

 

The Company and each of the Bookrunners will rely upon the truth and accuracy
of the foregoing representations, warranties, undertakings, agreements and
acknowledgements in addition to those described elsewhere in this
Announcement.

Bookbuild

Following this Announcement, the Bookrunners will commence the Bookbuild to
determine demand for participation in the Placing by Placees and to establish
the Offer Price. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate effect and
will close at the discretion of the Bookrunners. The Bookrunners and the
Company shall be entitled to effect the Placing by such alternative method to
the Bookbuild as they may, in their absolute discretion, determine. Members of
the public are not entitled to participate in the Placing. This Appendix gives
details of the terms and conditions of, and the mechanics of participation in,
the Placing.

Details of the Placing Agreement and the Placing Shares

The Company and the Bookrunners have today entered into the Placing Agreement,
under which, subject to the terms and conditions set out therein, each of the
Bookrunners has agreed to use reasonable endeavours, as agents of the Company,
to procure subscribers for the Placing Shares and, to the extent that any
Placee defaults in paying the Offer Price in respect of any of the Placing
Shares allocated to it, each of the Bookrunners has agreed, severally and not
jointly or jointly and severally, to subscribe for such defaulted Placing
Shares at the Offer Price.

The final number of Placing Shares and the Offer Price will be agreed between
the Company and the Bookrunners at the close of the Bookbuild and will be
recorded in the terms of sale to be executed by the Company and the
Bookrunners (the "Terms of Sale"). Bookrunners Details of the number of
Placing Shares and the Offer Price will be announced as soon as practicable
after the close of the Bookbuild.

The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects, including, inter alia, Admission (as defined below)
occurring not later than 8.00 a.m. (London time) on 12 January 2024 (or such
later time and/or date as may be agreed between the Company and the
Bookrunners), the execution of the Terms of Sale and the warranties in the
Placing Agreement not being untrue or inaccurate or misleading when made nor
becoming untrue or inaccurate or misleading by reference to the facts and
circumstances existing at the time. The Placing Agreement is also subject to
other customary conditions and termination rights.

The Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid and will rank pari
passu in all respects with the existing ordinary shares in the Company (the
"Ordinary Shares"), including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary Shares after
the date of issue of the Placing Shares.

Applications for Admission

Applications will be made to the Financial Conduct Authority (the "FCA") for
admission of the Placing Shares to the premium listing segment of the Official
List of the FCA (the "Official List") and to the London Stock Exchange plc
(the "London Stock Exchange") for admission of the Placing Shares to trading
on its main market for listed securities (together, "Admission"). It is
expected that Admission will become effective on or before 8.00 a.m. (London
time) on 12 January 2024 (or such later time and/or date as may be agreed
between the Company and the Bookrunners) and that dealings in the Placing
Shares will commence at that time.

Participation in, and principal terms of, the Placing

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

 

2.    Participation in the Placing will only be available to persons who
are Relevant Persons or who may lawfully be, and are, invited to participate
by the Bookrunners.

 

3.    The Bookrunners and their respective affiliates and/or their agents
are each entitled to participate in the Placing as principal.

 

4.    The Placing Shares, if issued, will be issued to Placees at the Offer
Price (a single price which will be established by the Bookbuild) and the
Offer Price and the number of Placing Shares will be determined by the Company
in consultation with the Bookrunners following completion of the Bookbuild.
Any discount to the market price of the Ordinary Shares will be determined in
accordance with the Listing Rules of the FCA. The Offer Price and the final
number of Placing Shares to be issued will be announced via a Regulatory
Information Service ("RIS") following the completion of the Bookbuild.

5.    To bid in the Bookbuild, Placees should communicate their bid by
telephone and/or in writing to their usual sales contact at the relevant
Bookrunner. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at either the Offer Price, which is
ultimately established by the Company in consultation with the Bookrunners, or
at prices up to a price limit specified in its bid. Each Bookrunner reserves
the right not to accept a bid (either in whole or in part) from a potential
Placee. Bids may also be scaled back by the Bookrunners on the basis referred
to in paragraph 7 below.

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

7.    The Bookbuild will open with immediate effect. The Bookbuild is
expected to close no later than 5.00 p.m. (London time) on 10 January 2024 but
may be closed earlier or later at the discretion of the Company and the
Bookrunners. The Bookrunners may, in agreement with the Company, accept bids
that are received after the Bookbuild has closed. The Bookrunners reserve the
right to scale back the number of Placing Shares to be subscribed for by any
Placee in the event of an oversubscription under the Placing. The Bookrunners
also reserve the right not to accept offers for Placing Shares or to accept
such offers in part rather than in whole.

 

8.    Each prospective Placee's allocation in the Bookbuild ("Placing
Participation") will be determined by the Company in consultation with the
Bookrunners and their Placing Participation will be confirmed orally and/or
via written correspondence by the relevant Bookrunner as agent of the Company
following the close of the Bookbuild, and a trade confirmation/contract note
will be dispatched thereafter. This oral and/or written confirmation from
either of the Bookrunners constitutes an irrevocable legally binding
commitment upon that person (who will at that point become a Placee) in favour
of the Bookrunners and the Company to subscribe for the number of Placing
Shares allocated to it at the Offer Price on the terms and conditions set out
in this Appendix and in accordance with the articles of association of the
Company. The terms and conditions of this Announcement will be deemed to be
incorporated in that trade confirmation, contract note or such other (oral or
written) confirmation and will be legally binding on the Placee on behalf of
which it is made.

 

9.    The allocation of Placing Shares to Placees located in the United
States or Canada shall be conditional on the execution by each Placee of an
investor representation letter in the form provided to it by the relevant
Bookrunner.

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

 

11.  Completion of the Placing will be subject to the 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 Agreement". In the event that the Placing Agreement does not
become unconditional in any respect or is terminated, the Placing will not
proceed.

 

12.  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 and is not subject to any further conditions or
requirements other than those set out in this Announcement or the Placing
Agreement.

 

13.  To the fullest extent permissible by law, neither the Bookrunners nor
the Company nor any of their affiliates, agents, directors, officers,
consultants or employees shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular,
neither the Bookrunners nor any of their affiliates, agents, directors,
officers, consultants or employees shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Bookrunners' conduct of the Bookbuild (including the Bookrunners entering or
not entering into the Terms of Sale) or of such alternative method of
effecting the Placing as the Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms prior to
Admission. The Placing Agreement is conditional on, inter alia:

(a)       the Bookrunners and the Company entering into the Terms of
Sale, which requires agreement being reached between the Company and the
Bookrunners on the Offer Price and the final number of Placing Shares to be
issued pursuant to the Placing;

 

(b)       none of the warranties in the Placing Agreement being
untrue, inaccurate or misleading in any respect when made or becoming,
inaccurate or misleading in any respect by reference to the facts and
circumstances existing at the time;

 

(c)       the sale and purchase agreement in respect of the Acquisition
(the "Acquisition Agreement") having been duly executed and delivered by the
parties thereto, having been performed to the extent required prior to
Admission in accordance with its terms and not being varied (in any respect),
modified (in any respect), supplemented, rescinded or terminated (in whole or
in part);

 

(d)       the Company having complied, in all material respects, with
its obligations under the Placing Agreement (to the extent such obligations
fall to be performed prior to Admission);

 

(e)       in the opinion of either of the Bookrunners, there not having
occurred a material adverse change, whether or not foreseeable at the date of
the Placing Agreement;

 

(f)        the Company allotting and issuing the Placing Shares, prior
to and conditional only on Admission, in accordance with the terms of the
Placing Agreement; and

 

(g)       Admission taking place not later than 8.00 a.m. (London time)
on 12 January 2024 or such later time and/or date as the Company and the
Bookrunners may otherwise agree.

 

 

The Bookrunners may, in their absolute discretion and upon such terms as they
think fit, waive fulfilment, in whole or in part, of any or all of the
conditions in the Placing Agreement, other than that relating to, inter alia,
Admission (to the extent permitted by law or regulations), by giving notice in
writing to the Company. Any such waiver will not affect Placees' commitments
as set out in this Announcement.

If (i) any of the conditions contained in the Placing Agreement have not been
fulfilled or waived by the Bookrunners by the applicable time or date where
specified (or such later time and/or date as the Company and the Bookrunners
may agree), (ii) any of the conditions contained in the Placing Agreement
becomes incapable of being satisfied or (iii) the Placing Agreement is
terminated in accordance with its terms (as summarised below), the Placing
will lapse and the Placees' rights and obligations hereunder in relation to
the Placing Shares shall cease and terminate at such time and each Placee
agrees that no claim can be made by the Placee in respect thereof.

None of the Bookrunners, the Company, nor any of their or its respective
affiliates, agents, directors, officers, consultants or employees, nor any
other person, shall have any liability, whether in contract, tort or
otherwise, to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally or for
entering or not entering into the Terms of Sale and by participating in the
Bookbuild and the Placing each Placee agrees that any such decision is within
the absolute discretion of the Bookrunners and the Company. Placees will have
no rights against either of the Bookrunners, the Company or any of their or
its respective members, directors or employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or
otherwise.

Termination of the Placing Agreement

Either of the Bookrunners is entitled, at any time before Admission and in
accordance with its terms, to terminate the Placing Agreement by giving notice
to the Company if, inter alia:

(a)       any of the conditions under the Placing Agreement have become
incapable of satisfaction before the latest time provided in the Placing
Agreement, or any of such conditions has not been satisfied before the latest
time provided in the Placing Agreement and (if capable of waiver) has not been
waived by the Bookrunners; or

 

(b)       there has been: (i) the suspension of trading in securities
generally on the London Stock Exchange or the New York Stock Exchange or
Nasdaq, or trading is limited or minimum prices established on any such
exchange; (ii) the declaration of a banking moratorium in London or by the US
federal or New York State authorities or by any EEA member state or any
material disruption to commercial banking or securities settlement or
clearance services in the US or the UK or the EEA; (iii) an adverse change or
a prospective adverse change since the date of the Placing Agreement in UK
taxation affecting the Ordinary Shares or the transfer thereof; or (iv) any
change, or development involving a prospective change, in national UK, United
States, European or international financial, economic, political, industrial
or market conditions or currency exchange rates or exchange controls, or any
incident of terrorism or outbreak or escalation of hostilities or any
declaration by the UK, any member state of the EEA or the US of a national
emergency or war or any other calamity or crisis and whether or not
foreseeable at the date of the Placing Agreement, in the case of each of (i)
to (iv) above, which either of the Bookrunners considers to be likely to have
an adverse effect on the financial or trading position or the business or
prospects of the Company's group (the "Group") as a whole or the Group as
enlarged by the Acquisition (the "Enlarged Group") which is material in the
context of the Group as a whole or the Enlarged Group as a whole or which
renders the Placing, the Acquisition and/or Admission impracticable or
inadvisable in any material respect.

 

Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement and the Placing will not proceed.

By participating in the Placing, Placees agree that the exercise by either
Bookrunner of any right of termination or by either Bookrunner of any other
discretion under the Placing Agreement, shall be within the absolute
discretion of the relevant Bookrunner and that it need not make any reference
to Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.

Lock-up

The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and 150 calendar days from the date of Admission, it will
not issue Ordinary Shares or enter into certain transactions involving or
relating to the Ordinary Shares (other than relevant securities to be issued
in respect of options or rights pursuant to share option or incentive plans
operated by the Company or any member of its group and in existence as at the
date of the Placing Agreement, the grant of options to shares to employees in
the ordinary course of business or relevant securities to be issued under the
WaterShare+ scheme) in each case without the prior written consent of the
Bookrunners.

By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the
Bookrunners and that they need not make any reference to, or consultation
with, Placees and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.

No Prospectus

No offering document or prospectus has been or will be submitted to be
approved by the FCA or submitted to the London Stock Exchange in relation to
the Bookbuild or the Placing and no such prospectus is required (in accordance
with the UK Prospectus Regulation or the EU Prospectus Regulation) to be
published. Placees' commitments will be made solely on the basis of the
information contained in this Announcement released by the Company today and
any information publicly announced to a RIS by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and subject to
the further terms set forth in the contract note or trade confirmation to be
provided to individual prospective Placees.

Each Placee, by accepting a participation in the Bookbuild and the Placing,
agrees that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it has neither
received nor relied on any other information, representation, warranty, or
statement made by or on behalf of the Company (other than publicly available
information) or the Bookrunners or any other person and none of the Company
nor the Bookrunners nor any person acting on its or their behalf nor any of
its or their affiliates is or will be liable for any Placee's decision to
participate in the Bookbuild and the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received. Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
participating in the Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation by that person.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BNNTLN49)
following Admission will take place within the CREST system, subject to
certain exceptions. 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 the Bookrunners may agree that the Placing Shares
should be issued in certificated form.

The Bookrunners and the Company reserve the right to require settlement for
the Placing Shares (or a portion thereof), and to deliver the Placing Shares
(or a portion thereof) to Placees, by such other means as they deem necessary
or in certificated form 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.

Following the closing of the Bookbuild, each Placee allocated Placing Shares
in the Placing will be sent a contract note or trade confirmation stating the
number of Placing Shares to be allocated to it at the Offer Price, the
aggregate amount owed by such Placee to the relevant Bookrunner and settlement
instructions. Each such Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the standing
CREST or certificated settlement instructions as set out in the contract note
or trade confirmation. It is expected that such contract note or trade
confirmation will be despatched on or around 10 January 2024 and that this
will also be the trade date.

It is expected that settlement will be on 12 January 2024 on a delivery versus
payment basis in accordance with the instructions set out in the contract note
or trade confirmation unless otherwise notified by the relevant Bookrunner.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Bookrunners (as agents for and on behalf of the Company) may
sell any or all of the Placing Shares allocated to that Placee on such
Placee's behalf and retain from the proceeds, an amount equal to the aggregate
amount owed by the Placee for the Placing Shares sold plus any interest due.
The relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it for the Placing Shares and may be required to bear
any capital duty or stamp duty or stamp duty reserve tax or other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes (together with any interest, fines or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. Each Placee confers
on the Bookrunners all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which either of the
Bookrunners lawfully undertakes in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the relevant
Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the electronic contract note or trade confirmation
is forwarded 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 issued, allotted, delivered and registered free from any
liability to United Kingdom stamp duty or United Kingdom stamp duty reserve
tax. If there are any circumstances in which any other capital duty or stamp
duty or stamp duty reserve tax or other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (together with interest,
fines and penalties) is payable in respect of the Placing Shares, none of the
Bookrunners or the Company shall be responsible for the payment thereof.
Placees will not be entitled to receive any fee or commission in connection
with the Bookbuild or the Placing.

Representations and warranties and further terms

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

1.    it has carefully read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Bookbuild and
the Placing and its subscription for and purchase of Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement and it has not relied on, and will not rely on, any other
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise, other than those contained in
this Announcement. It further agrees that these terms and conditions represent
the whole and only agreement between each Placee, the Company and the
Bookrunners in relation to each Placing Participation and supersede any
previous agreement between any of these parties in relation to such Placing
Participation. Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied (by law or
otherwise) shall not form part of these terms and conditions. Each Placee
agrees that neither the Company nor the Bookrunners, nor any of its or their
respective officers or directors, will have any liability for any such other
information or representation and irrevocably and unconditionally waives any
rights it may have in respect of any such other information or representation;

2.    (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on this Announcement (including this
Appendix) and any information publicly announced to a RIS by or on behalf of
the Company simultaneously with or prior to the publication of this
Announcement, including, inter alia, the announcement released by the Company
in respect of the Acquisition (the "Publicly Available Information") and the
Exchange Information as defined and referred to below; (ii) the Ordinary
Shares are admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange's main market for listed securities and
the Company is therefore required to publish certain business and financial
information in accordance with the market abuse regulation (EU No. 596/2014)
as it forms part of UK law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"), and the rules and practices of the FCA and the London Stock
Exchange (collectively and together with the Publicly Available Information,
the "Exchange Information"), which includes a description of the nature of the
Company's business, most recent balance sheet and profit and loss account, and
similar statements for preceding years, and it has reviewed such Exchange
Information as it has deemed necessary and that it is able to obtain or access
the Exchange Information without undue difficulty; and (iii) it has had access
to such financial and other information (including the business, financial
condition, prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask questions)
concerning the Company, the Placing and the Placing Shares as it has deemed
necessary in connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing;

3.    no offering document or prospectus has been, or will be, prepared in
connection with the Placing and represents and warrants that it has not
received a prospectus or other offering document in connection therewith;

4.    the content of this Announcement is exclusively the responsibility of
the Company and that neither of the Bookrunners nor any of their respective
affiliates, agents, directors, officers, consultants or employees nor any
person acting on their behalf has or shall have any liability, in contract,
tort or otherwise for any information, representation or statement contained
in this Announcement or any information previously published by or on behalf
of the Company and will not be liable for any Placee's decision to participate
in the Bookbuild and the Placing based on any information, representation or
statement contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement and any
information previously or contemporaneously published by the Company by
notification to a RIS, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and that it has
neither received nor relied on any other information given or representations,
warranties or statements made by either of the Bookrunners or the Company and
neither of the Bookrunners nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing and that neither of the Bookrunners or any of their
respective affiliates have made any representations to it, express or implied,
with respect to the Company, the Bookbuild, the Placing and the Placing Shares
or the accuracy, completeness or adequacy of the Exchange Information, and
each of them expressly disclaims any liability in respect thereof. Nothing in
this paragraph or otherwise in this Announcement excludes the liability of any
person for fraudulent misrepresentation made by that person;

5.    none of the Bookrunners nor the Company nor any of their respective
affiliates, agents, directors, officers, consultants or employees or any
person acting on behalf of any of them has provided, nor will they provide, it
with any material regarding the Placing Shares or the Company or any other
person other than the information contained in this Announcement; nor has it
requested any of the Bookrunners or the Company, any of their affiliates or
any person acting on behalf of any of them to provide it with any such
material or information;

6.    (i) either (A) it is outside the United States, will be outside the
United States at the time that any buy order for Placing Shares is originated
by it and is acquiring the Placing Shares in an "offshore transaction" within
the meaning of and pursuant to Regulation S; or (B) it is a QIB that will
deliver to the relevant Bookrunner an investor representation letter in the
form provided to it and it is acquiring the Placing Shares for its own account
or for one or more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, it is acquiring the Placing Shares for
investment purposes only and not with a view to any distribution or for resale
in connection with the distribution thereof in whole or in part, in the United
States and it has the full power to make the acknowledgements, representations
and agreements herein on behalf of each such account; and (ii) that it is not
acquiring any of the Placing Shares as a result of any form of general
solicitation or general advertising (within the meaning of Rule 502(c) of
Regulation D under the Securities Act) or any form of "directed selling
efforts" (as defined in Regulation S);

7.    the Placing Shares have not been and will not be registered under the
Securities Act or under the securities law of any state or other jurisdiction
of the United States, nor approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any other US regulatory authority;

8.    the Placing Shares offered and sold in the United States are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act and, so long as the Placing Shares are "restricted securities",
it will not deposit the Placing Shares into any unrestricted depositary
receipt facility maintained by any depositary bank in respect of the Company's
shares. It will not reoffer, sell, pledge or otherwise transfer the Placing
Shares except: (i) in an offshore transaction in accordance with Regulation S
under the Securities Act; (ii) in the United States to QIBs pursuant to Rule
144A; or (iii) pursuant to Rule 144 under the Securities Act (if available) or
another exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in compliance with all
applicable securities laws of the United States or any state or other
jurisdiction of the United States;

9.    that it will not distribute, transfer or otherwise transmit this
Announcement or any part of it, or any other presentation or other materials
concerning the Placing, in or into 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;

10.  unless otherwise specifically agreed with the Bookrunners, it is not,
and at the time the Placing Shares are acquired, neither it nor the beneficial
owner of the Placing Shares will be, a resident of Australia, Canada, Japan or
South Africa or any other jurisdiction in which it would be unlawful to make
or accept an offer to acquire the Placing Shares and it further acknowledges
that the Placing Shares have not been and will not be registered or qualified
for public distribution under the securities legislation of Australia, Canada,
Japan or South Africa and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or indirectly, in or
into those jurisdictions or in any other jurisdiction where any such action
for that purpose is required;

11.  it has neither received nor relied upon any inside information (as
defined under UK MAR) about the Company in accepting an invitation to
participate in the Placing. For the avoidance of doubt, market soundings (as
defined in UK MAR) were taken in respect of the matters contained in this
Announcement, with the result that certain persons became aware of such inside
information as permitted by UK 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 UK MAR. Upon the publication of this
Announcement, the inside information is now considered to be in the public
domain and such persons shall therefore cease to be in possession of inside
information in relation to the Company and its securities. Each prospective
Placee undertakes that, in advance of the Placing, it has not: (i) dealt in
the securities of the Company; (ii) encouraged or required another person to
deal in the securities of the Company; or (iii) disclosed such information to
any person except as permitted by the UK MAR, prior to the information being
made publicly available;

12.  it has complied with its obligations under the Criminal Justice Act
1993, UK MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued, administered
or enforced by any government agency having jurisdiction in respect thereof
(the "Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity, the Bookrunners
have not received such satisfactory evidence, the Bookrunners may, in their
absolute discretion, terminate the Placee's Placing Participation in which
event all funds delivered by the Placee to the Bookrunners will be returned
without interest to the account of the drawee bank or CREST account from which
they were originally debited;

13.  it is a Relevant Person and undertakes that it will subscribe for, hold,
manage or dispose of any Placing Shares that are allocated to it for the
purposes of its business;

14.  in particular, (i) if in the United Kingdom, it is a UK Qualified
Investor and is a person (A) having professional experience in matters
relating to investments and who falls within the definition of "investment
professionals" in Article 19(5) of the Order or (B) who is a high net worth
entity or other person falling within Article 49(2)(a) to (d) of the Order, or
(C) to whom this Announcement may otherwise lawfully be communicated and (ii)
if in a member state of the EEA, it is an EEA Qualified Investor;

15.  if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation: (i) any Placing Shares acquired by it in the
Placing will not be acquired on behalf of, nor will they be acquired with a
view to their offer or resale to, persons in the United Kingdom or to which
the UK Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of the Bookrunners
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom other than UK
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;

16.  if it is a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the
Placing will not be acquired on behalf of, nor will they be acquired with a
view to their offer or resale to, persons in any member state of the EEA or to
which the EU Prospectus Regulation otherwise applies other than EU Qualified
Investors or in circumstances in which the prior consent of the Bookrunners
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA other than
EU Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;

17.  that any offer of Placing Shares may only be directed at persons in the
UK who are UK Qualified Investors and it represents, warrants and undertakes
that it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to UK Qualified Persons 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
FSMA;

18.  that any offer of Placing Shares may only be directed at persons in
member states of the EEA who are EU Qualified Investors and it represents,
warrants and undertakes that it has not offered or sold and will not offer or
sell any Placing Shares to persons in the EEA except to EU Qualified Investors
or otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;

19.  it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person and agrees that
this Announcement has not been approved by either of the Bookrunners in their
respective capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if it was made
or approved as financial promotion by an authorised person;

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

21.  if in Australia, it is: (i) a person who is either a "sophisticated
investor" within the meaning of section 708(8) of the Corporations Act or a
"professional investor" within the meaning of section 9 and 708(11) of the
Corporations Act; and (ii) a "wholesale client" as defined in section 761G of
the Corporations Act, and it will not offer for sale (or transfer, assign or
otherwise alienate) Placing Shares to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure to
investors is not required under Part 6D.2 of the Corporations Act, and the
issue of the Placing Shares to it does not require a prospectus, product
disclosure statement or other form of disclosure document under the
Corporations Act;

22.  if in Canada, it: (i) is purchasing as principal for its own account, or
is deemed under applicable Canadian securities laws to be purchasing as
principal, for investment only and not with a view to resale or distribution;
(ii) is both an "accredited investor" as defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions of the Canadian Securities
Administrators (or, in Ontario, as defined in section 73.3(1) of the
Securities Act (Ontario), as applicable) and also a "permitted client" as
defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations of the Canadian
Securities Administrators; (iii) was not created, and is not used, solely to
purchase or hold securities as an accredited investor; and (iv) will provide
such information regarding the Placee as may be required to enable the Company
and/or the Bookrunners to comply with any filing obligations under applicable
Canadian securities laws in respect of a sale to the Placee of any Placing
Shares;

23.  if in Switzerland, it is a "professional client" within the meaning of
FinSA;

24.  if in South Africa, it is a financial institution or other person who is
referred to in section 96(1)(a) of the SA Companies Act, or a person who has
subscribed, as principal, for the Placing Shares at a total acquisition cost
of ZAR1 000 000 or more, as contemplated in section 96(1)(b) of the SA
Companies Act;

25.  if in the UAE, it is a "professional investor" as defined in the SCA
Rulebook and understands that this Announcement and the offering of the
Placing Shares has not been approved or licensed by or registered with any of
the UAE Authorities;

26.  if in the ADGM, it meets the "Professional Client" criteria set out in
Rule 2.4 of the FSRA's Conduct of Business Rulebook (COBS);

27.  if it is an institutional investor for the purposes of the Currency and
Exchanges Act 9 of 1933 ("Exchange Control Restrictions"), specifically: (i) a
retirement fund or a long-term insurer, then the aggregate value of its
Placing participation at the Offer Price does not and will not exceed 25% of
the aggregate value of its retail assets, calculated in accordance with the
Exchange Control Restrictions; or (ii) a collective investment scheme
management company, or investment manager registered as an institutional
investor with the Financial Surveillance Department, then the aggregate value
of its Placing participation at the Offer Price does not and will not exceed
35% of the aggregate value of its retail assets, calculated in accordance with
the Exchange Control Restrictions; and (iii) it has complied in all respects
with the prudential regulations administered by the Financial Sector Conduct
Authority of South Africa;

28.  if resident in or registered under the laws of South Africa: (i) it
accepts and acknowledges that this Announcement is not a registered prospectus
(as that term is defined in the South African Companies Act) and will not be
filed or registered with the South African Companies and Intellectual Property
Commission or any other regulator in South Africa; (ii) it is one or more of
the persons or entities referred to in section 96(1) of the South African
Companies Act; and (iii) the Company will not be a registered collective
investment scheme under the South African Collective Investment Scheme Control
Act No. 45 of 2002 ("CISCA"), and nothing in this Announcement should be
construed as constituting an opportunity to invest in a collective investment
scheme in South Africa;

29.  no action has been or will be taken by either the Company or either of
the Bookrunners or any of its or their affiliates, agents, directors, officers
or employees that would, or is intended to, permit a public 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 country
or jurisdiction where any such action for that purpose is required;

30.  neither it, nor the person specified by it for registration as holder of
Placing Shares is, or is acting as nominee or agent for, and the Placing
Shares will not be allotted, allotted, issued or delivered to, a person who is
mentioned in any of sections 67,70, 93 and 96 of the Finance Act 1986
(depository receipts and clearance services) and the Placing Shares are not
being acquired in connection with arrangements to issue depository receipts or
to issue or transfer Placing Shares into a clearance system;

31.  (i) it is acting as principal only in respect of the Placing and has the
power and authority to carry on the activities in which it is engaged, to
subscribe for Placing Shares and to execute and deliver all documents
necessary for such subscription; and/or (ii) 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; (B) it exercises sole investment discretion as to each such person's
account; and (C) it is and will remain liable to the Company and each of the
Bookrunners for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;

32.  (i) it and any person acting on its behalf has the funds available to
pay for and is entitled to subscribe for the Placing Shares under the laws of
all relevant jurisdictions which apply to it; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in any
territory; (iii) it has fully observed such laws and obtained all such
governmental and other guarantees, permits, authorisations, approvals and
consents which may be required thereunder and complied with all necessary
formalities and that it has not taken any action or omitted to take any action
which will or may result in either of the Bookrunners, the Company or any of
their respective affiliates, directors, officers, agents, employees or
advisers acting in breach of the legal and/or regulatory requirements and/or
any anti-money laundering requirements of any jurisdiction in connection with
the Placing; and (iv) the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;

33.  it has all necessary capacity and has obtained all necessary consents
and authorities to enable it to commit to its participation in the Placing and
to perform its obligations in relation thereto (including, without limitation,
in the case of any person on whose behalf it is acting, all necessary consents
and authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations;

34.  it (and any person acting on its behalf) will make payment for the
Placing Shares allocated to it in accordance with the terms and conditions of
this Announcement, including this Appendix, on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
persons or sold as the Bookrunners may in their absolute discretion determine
and without liability to such Placee. It will, however, remain liable for any
shortfall below the net proceeds of such sale of the Placing Shares and the
placing proceeds of such Placing Shares and may be required to bear any
capital duty or stamp duty or stamp duty reserve tax or other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(together with any interest, fines 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. It confers on the Bookrunners all such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which either of the Bookrunners lawfully
undertakes in pursuance of such sale. It acknowledges that legal and/or
beneficial title in and to any Placing Shares shall not pass to the it until
it has fully complied with its obligations hereunder;

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

36.  the person whom it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be. None of the
Bookrunners or the Company, any of its or their respective affiliates or any
person acting on behalf of it or them will be responsible for any liability to
capital duty or stamp duty or stamp duty reserve tax or other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(together with any interest, fines or penalties) resulting from a failure to
observe this requirement. Each Placee and any person acting on behalf of such
Placee agrees to indemnify the Company and each of the Bookrunners in respect
of the same (together with any and all costs, losses, claims, liabilities,
penalties, interest, fines and expenses (including legal fees and expenses))
on an after-tax basis on the basis that the Placing Shares will be allotted to
the CREST stock account of a Bookrunner who will hold them as nominee on
behalf of such Placee until settlement in accordance with its standing
settlement instructions;

37.  the Placing does not constitute a recommendation or financial product
advice and neither of the Bookrunners has had regard to its particular
objectives, financial situation and needs;

38.  the Placing does not constitute "advice" as that term is used in the FMA
and/or the SA FAIS Act and should not be construed as constituting the
canvassing for, or marketing or advertising of, financial services in South
Africa;

39.  none of the Bookrunners, any of their respective affiliates, agents,
directors, officers or employees, or any person acting on behalf of any of
them, is making any recommendations to it or, advising it regarding the
suitability of any transactions it may enter into in connection with the
Placing or providing advice in relation to the Placing and that participation
in the Placing is on the basis that it is not and will not be a client of
either of the Bookrunners and that neither of the Bookrunners has any duties
or responsibilities to it for providing the protections afforded to the
Bookrunners' respective clients or customers 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 or other discretion;

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

41.  in connection with the Placing, each of the Bookrunners and their
respective affiliates acting as an investor for its own account may take up
Placing Shares in the Company and in that capacity may retain, purchase or
sell for its own account such Placing Shares in the Company and any securities
of the Company or related investments and may offer or sell such securities or
other investments otherwise than in connection with the Placing. Accordingly,
references in this Announcement to shares being issued, offered or placed
should be read as including any issue, offering or placement of such shares in
the Company to any of the Bookrunners or their respective affiliates acting in
such capacity. In addition, each of the Bookrunners may enter into financing
arrangements (including swaps, warrants and contracts for difference) with
investors in connection with which the Bookrunners or their respective
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither of the Bookrunners
intends to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do so;

42.  that a communication that the transaction or the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed;

43.  its commitment to acquire the Placing Shares on the terms set out herein
and in the contract note or trade confirmation will continue notwithstanding
any amendment that may in future be made to the terms of the Placing and
Placees will have no right to be consulted or require that their consents be
obtained with respect to the Company's or the Bookrunners' conduct of the
Placing;

44.  the exercise by the Bookrunners of any right of termination or any right
of waiver exercisable by the Bookrunners contained in the Placing Agreement
including, without limitation, the right to terminate the Placing Agreement
and/or to enter into or refrain from entering into the Terms of Sale, is
within the absolute discretion of the Bookrunners and the Bookrunners will not
have any liability to any Placee whatsoever in connection with any decision to
exercise or not exercise any such rights. In particular, if (i) any of the
conditions in the Placing Agreement are not satisfied (or, where relevant,
waived), or (ii) the Placing Agreement is terminated, or (iii) the Terms of
Sale is not executed by the Bookrunners and the Company, or (iv) the Placing
Agreement does not otherwise become unconditional in all respects, the Placing
will lapse and its rights (save as to return of funds) and obligations
hereunder shall cease and determine at such time and no claim shall be made by
any Placee in respect thereof;

45.  terms and conditions and any agreements entered into by it pursuant to
these terms and conditions and any non-contractual obligations arising out of
or in connection with such agreements shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract and waives any objection to
proceedings in any such court on the ground of venue or on the ground that
proceedings have been brought in an inconvenient forum. 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 either of the Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;

46.  the Company, each of the Bookrunners and their respective affiliates and
others will rely upon the truth and accuracy of the representations,
warranties and acknowledgements set forth herein and which are given to each
of the Bookrunners on its own behalf and on behalf of the Company and are
irrevocable and it irrevocably authorises the Company and each of the
Bookrunners to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein. It agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its subscribing and/or
acquiring of Placing Shares is no longer accurate, it shall promptly notify
the Company and the Bookrunners;

47.  it will indemnify on an after-tax basis and hold the Company and each of
the Bookrunners and their respective affiliates 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 in this Appendix and
further agrees that the provisions of this Appendix shall survive after
completion of the Placing;

48.  none of the Company or the Bookrunners owes any fiduciary or other
duties to any Placee in respect of any acknowledgements, confirmations,
undertakings, representations, warranties or indemnities in the Placing
Agreement;

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

50.  it acknowledges and agrees that information provided by it to the
Company or the Company's registrar may be stored on the registrar's computer
system and in hard copy. It acknowledges and agrees that for the purposes of
applicable data protection legislation and regulations ("Data Protection Law")
the registrar is required to specify the purposes for which it may hold
personal data. The registrar will only use such information for the purposes
set out below (collectively, the "Purposes"), being to:

a.    process a Placee's personal data (including sensitive personal data)
as required by or in connection with its holding of the Placing Shares,
including processing personal data in connection with credit and money
laundering checks on it;

b.    communicate with a relevant Placee as necessary in connection with
its affairs and generally in connection with its holding of Placing Shares;

c.     provide personal data to such third parties as the registrar may
consider necessary in connection with its affairs and generally in connection
with a relevant Placee's holding of Placing Shares or as the Data Protection
Law may require, including to third parties outside the United Kingdom or the
EEA; and

d.    without limitation, provide such personal data to the Company, the
Global Joint Co-ordinators and their respective associates for processing,
notwithstanding that any such party may be outside the United Kingdom or the
EEA;

51.  in providing the Company and the registrar with information, it hereby
represents and warrants to the Company and the registrar that it has obtained
the consent of any data subjects to the Company and the registrar and its
associates holding and using their personal data for the Purposes (including
the explicit consent of the data subjects for the processing of any sensitive
personal data for the purpose set out in paragraph 45(a) above); and

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

The foregoing acknowledgements, confirmations, undertakings, representations
and warranties are given for the benefit of each of the Company and the
Bookrunners (for their own benefit and, where relevant, the benefit of their
respective affiliates and any person acting on behalf of any of them) and are
irrevocable.

No claim shall be made against the Company, the Bookrunners or any of their
respective affiliates or any person acting on behalf of any of them by a
Placee to recover any damage, cost, charge or expense which it may suffer or
incur by reason of or arising from the carrying out by it of the work to be
done by it pursuant to this Announcement or the performance of its obligations
pursuant to this Announcement or otherwise in connection with the Placing.

Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
United Kingdom stamp duty and United Kingdom stamp duty reserve tax relates
only to their allotment and issue to Placees, or such persons as they nominate
as their agents, direct from the Company for the Placing Shares in question.
Such agreement is subject to the representations, warranties, indemnities and
further terms above and assumes and is based on the warranty from each Placee
that the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such arrangements (or if any
such arrangements arise subsequent to the acquisition by Placees of the
Placing Shares), or the settlement relates to any other dealing in the Placing
Shares, or any jurisdiction other than the United Kingdom imposes duties or
taxes, stamp duty or stamp duty reserve tax or capital duty or other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes may be payable, for which none of the Company or either of the
Bookrunners will be responsible and the Placees shall indemnify on an
after-tax basis and hold harmless the Company and each of the Bookrunners and
their respective affiliates, agents, directors, officers and employees for any
such stamp duty or stamp duty reserve tax or capital duty or other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes (including interest, fines and penalties relating thereto) paid by them
in respect of any such arrangements or dealings. If this is the case, each
Placee should seek its own advice and notify the Bookrunners accordingly.

None of the Company or the Bookrunners is liable to bear any capital duty,
stamp duty, stamp duty reserve tax and all other stamp, issue, securities,
transfer, registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable in or outside the
United Kingdom by any Placee or any other person on a Placee's acquisition of
any Placing Shares or the agreement by a Placee to acquire any Placing Shares.
Each Placee agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Bookrunners and their respective affiliates, agents,
directors, officers and employees from any and all such capital, stamp, stamp
duty reserve tax, issue, securities, transfer, registration, documentary or
other duties or taxes (including interest, fines or penalties relating
thereto).

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

When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunners, any money held in an account with a Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from the Bookrunners' money in accordance with the
client money rules and will be used by the Bookrunners in the course of their
own business and the Placee will rank only as a general creditor of the
Bookrunners.

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

Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser. The rights and remedies of
the Bookrunners and the Company under these terms and conditions are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others.

Time is of the essence as regards each Placee's obligations under this
Announcement.

Each Placee may be asked to disclose in writing or orally to the Bookrunners
(inter alia):

(a) if he or she is an individual, his or her nationality; or

(b) if he or she is a discretionary fund manager, the jurisdiction in which
the funds are managed or owned.

 

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