REG - Poolbeg Pharma PLC - Proposed Retail Offer to raise up to £100,000

Poolbeg PharmaAnnouncement

20/05/2025 07:02

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RNS Number : 3058J  Poolbeg Pharma PLC  20 May 2025

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE BOOKBUILD OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
POOLBEG PHARMA PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF POOLBEG PHARMA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INFORMATION WILL NO LONGER
CONSTITUTE INSIDE INFORMATION.

 

20 May 2025

 

Poolbeg Pharma plc

 

Proposed Retail Offer to raise up to £100,000

 

Poolbeg Pharma plc (AIM: POLB, 'Poolbeg Pharma' or the 'Company'), a
clinical-stage biopharmaceutical company focussed on the development of
innovative medicines to address unmet medical needs, is pleased to announce a
retail offer via the BookBuild Platform (the "BookBuild Offer") of new
ordinary shares of 0.02 pence each (the "Ordinary Shares") in the capital of
the Company (the "BookBuild Offer Shares") to raise gross proceeds of up to
£100,000. Pursuant to the BookBuild Offer, up to 4,000,000 BookBuild Offer
Shares will be made available at an issue price of 2.5 pence per BookBuild
Offer Share (the "Issue Price").

 

In addition to the BookBuild Offer, and as announced by the Company earlier
today, the Company is conducting a placing of new Ordinary Shares (the
"Placing") and a subscription of new Ordinary Shares (the "Subscription") (the
new Ordinary Shares to be issued under the Placing and the Subscription,
together with the BookBuild Offer Shares, being the "New Ordinary Shares") at
the Issue Price (the "Fundraising") to raise gross proceeds of approximately
£4.1 million. A separate announcement has been made regarding the Placing and
its terms.

 

Key Highlights

 

·      The Company values its retail shareholder base, which has
supported the Company for many years. Given the support of retail
shareholders, the Company believes that it is appropriate to provide its
eligible shareholders in the United Kingdom the opportunity to participate in
the BookBuild Offer.

 

·      The BookBuild Offer will be open to eligible shareholders in the
United Kingdom from 8.00 a.m. on 20 May 2025. The BookBuild Offer is expected
to close at 4.30 p.m. on 22 May 2025. Investors should note that
Intermediaries may have earlier closing times. The BookBuild Offer may close
early if it is oversubscribed.

 

·      The Issue Price is the same as the Placing and the Subscription
which represents a discount of approximately 12 per cent. to the closing
mid-market price of 2.85 pence per existing Ordinary Share on 19 May 2025,
being the latest practicable date prior to the publication of this
announcement.

 

·      Existing retail shareholders in the Company can contact their
broker or wealth manager ("Intermediary" and "Intermediaries" shall be
construed accordingly) to participate in the BookBuild Offer.

 

·      There is a minimum subscription of £100.00 per investor under
the terms of the BookBuild Offer which is open to eligible shareholders in the
United Kingdom subscribing via the Intermediaries which will be listed,
subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/674NMQ/authorised-intermediaries
(https://www.bookbuild.live/deals/674NMQ/authorised-intermediaries)

 

·      The Company will use the net proceeds of the BookBuild Offer, the
Placing and Subscription to realise the following meaningful expected value
inflection points whilst, together with the Company's existing resources,
providing financial runway into 2027:

 

o  POLB 001's Phase 2a trial: First patient dosed is expected in H2 2025 and
Phase 2a topline data is expected in H2 2026, including interim analysis in H1
2026. POLB 001 is a potentially breakthrough, orally delivered p38 MAPK
inhibitor designed to prevent cancer immunotherapy-induced Cytokine Release
Syndrome ("CRS"), a severe, potentially life-threatening side effect of cancer
immunotherapies. Poolbeg's decision to expand into oncology with POLB 001 has
unlocked a significant market opportunity expected to exceed US$10 billion, as
confirmed by independent research commissioned by Poolbeg. There are strong
indications from Big Pharma to provide the necessary bispecific antibody, free
of charge, to support the Phase 2a trial which represents a significant
validation as to the industry interest in POLB 001 and its potential. The
Company sees potential for partnering on positive data from this trial.

 

o  Oral GLP-1 proof of concept trial: The trial expected to start in the
coming months and topline proof of concept data expected H1 2026. The oral
GLP-1 programme is comprised of a proprietary encapsulation technology to
potentially offer an effective oral GLP-1 alternative for the growing obesity
market and overcome oral delivery challenges of peptide-based biologicals. The
Company believes that successful results from the trial may support partnering
and multiple opportunities for value creation.

 

For the avoidance of doubt, the BookBuild Offer is not part of the Placing or
Subscription. Completion of the Placing is not conditional on the completion
of the BookBuild Offer but completion of the BookBuild Offer is conditional,
inter alia, upon the completion of the Placing and the New Ordinary Shares
being admitted to trading on the AIM market ("AIM") operated by London Stock
Exchange plc (the "London Stock Exchange") ("Admission"). The issue of the New
Ordinary Shares remains subject to the passing of certain resolutions at a
general meeting of the Company to be held at the offices of DAC Beachcroft LLP
at The Walbrook Building, 25 Walbrook, London, England, EC4N 8AF, UK at 2.00
p.m. on 23 June 2025.

 

Admission, settlement and dealings

 

Application will be made to the London Stock Exchange for the BookBuild Offer
Shares to be admitted to trading on AIM.  Admission is expected to take place
at 8.00 a.m. on 25 June 2025 and dealings in the BookBuild Offer Shares are
expected to commence at 8.00 a.m. on 25 June 2025 or, in each case, such later
time and/or date as Shore Capital and the Company agree (being in any event no
later than 8.00 a.m. on 23 July 2025).

 

Expected timetable in relation to the BookBuild Offer

 

                                                                              2025
 BookBuild Offer opens                                                        8.00 a.m. on 20 May
 Latest time and date for commitments under the BookBuild Offer               4.30 p.m. on 22 May
 Results of the BookBuild Offer announced                                     7.00 a.m. on 23 May
 Admission and commencement of dealings in the BookBuild Offer Shares on AIM  8.00 a.m. on 25 June

 

The dates and times set out in the above timetable are indicative only and may
be subject to change. Any changes to the expected timetable set out above will
be notified by the Company by announcement via a Regulatory Information
Service (as defined in the AIM Rules for Companies published by the London
Stock Exchange (as amended from time to time)). References to times are to
London times.

 

Dealing codes

 

 Ticker                         POLB
 ISIN for the Ordinary Shares   GB00BKPG7Z60
 SEDOL for the Ordinary Shares  BKPG7Z6

 

BookBuild Offer

 

The Company values its retail shareholder base, which has supported the
Company for many years. Given the support of retail shareholders, the Company
believes that it is appropriate to provide its eligible shareholders in the
United Kingdom the opportunity to participate in the BookBuild Offer. The
Company is therefore making the BookBuild Offer available in the United
Kingdom through the Intermediaries (defined below) which will be listed,
subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/674NMQ/authorised-intermediaries
(https://www.bookbuild.live/deals/674NMQ/authorised-intermediaries)

 

Shore Capital Stockbrokers Limited will be acting as retail offer coordinator
in relation to the BookBuild Offer (the " BookBuild Offer Coordinator").

 

Existing retail shareholders in the Company can contact their broker or wealth
manager ("Intermediary" and "Intermediaries" shall be construed accordingly)
to participate in the BookBuild Offer. In order to participate in the
BookBuild Offer, each Intermediary must be on-boarded onto the BookBuild
Platform and agree to the final terms and the retail offer terms and
conditions, which regulate, amongst other things, the conduct of the BookBuild
Offer on market standard terms and provide for the payment of commission to
any Intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the BookBuild Offer Coordinator (on
behalf of the Company).

 

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
BookBuild Offer.

 

The BookBuild Offer will be open to eligible investors in the United Kingdom
from 8.00 a.m. on 20 May 2025. The BookBuild Offer is expected to close at
4.30 p.m. on 22 May 2025. Investors should note that Intermediaries may have
earlier closing times. The BookBuild Offer may close early if it is
oversubscribed.

 

If any Intermediary has any questions about how to participate in the
BookBuild Offer on behalf of existing retail shareholders, please contact the
BookBuild Platform at email: support@bookbuild.live.

 

The BookBuild Offer, the subject of this announcement, is and will, at all
times, only be made to, directed at, and may only be acted upon by, those
persons who are, existing shareholders in the Company. To be eligible to
participate in the BookBuild Offer, applicants must meet the following
criteria before they can submit an order for BookBuild Offer Shares: (i) be a
customer of one of the participating Intermediaries listed on the above
website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in
the Company (which may include individuals aged 18 years or over, companies
and other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their shares in the
Company directly or indirectly through a participating Intermediary). For the
avoidance of doubt, persons who (a) only hold CFDs, spreadbets and/or similar
derivative instruments in relation to shares in the Company, or (b) are not
existing shareholders in the Company, are not eligible to participate in the
BookBuild Offer.

 

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the BookBuild Offer without giving any reason for such rejection.

 

It is vital to note that once an application for BookBuild Offer Shares has
been made and accepted via an Intermediary, it cannot be withdrawn.

 

The BookBuild Offer Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary Shares
including the right to receive all dividends and other distributions declared,
made or paid after their date of issue.

 

The BookBuild Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the
BookBuild Offer that the aggregate total consideration payable for the
BookBuild Offer Shares will not exceed £100,000 (or the equivalent in Euros).
The exemption from the requirement to publish a prospectus, set out in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the BookBuild Offer.

 

The BookBuild Offer is not being made (i) into any jurisdiction other than the
United Kingdom or (ii) to US Persons (as defined in Regulation S of the US
Securities Act 1933, as amended).

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (the
"FCA") (or any other authority) in relation to the BookBuild Offer, and
investors' commitments will be made solely on the basis of the information
contained in this announcement and information that has been published by or
on behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with the FCA's
Disclosure Guidance and Transparency Rules and MAR.

 

There is a minimum subscription of £100.00 per investor under the terms of
the BookBuild Offer which is open to investors in the United Kingdom
subscribing via the Intermediaries which will be listed, subject to certain
access restrictions, on the following website:
https://www.bookbuild.live/deals/674NMQ/authorised-intermediaries
(https://www.bookbuild.live/deals/674NMQ/authorised-intermediaries)

 

Subject as stated above, there is no maximum application amount to apply in
the BookBuild Offer. The terms and conditions on which investors subscribe
will be provided by the relevant Intermediaries including relevant commission
or fee charges.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for BookBuild Offer Shares and an
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the BookBuild Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

 Enquiries:
 Poolbeg Pharma Plc                                                          +44 (0) 207 183 1499
 Cathal Friel, Executive Chair                                               ir@poolbegpharma.com
 Jeremy Skillington, CEO
 Ian O'Connell, CFO
 Shore Capital (Sole Broker & Bookrunner in respect of the Fundraising;      +44 (0) 207 408 4090
 Joint Broker to the Company)
 David Coaten, Harry Davies-Ball (Corporate Advisory)

 Malachy McEntyre, Isobel Jones (Corporate Broking)

 Cavendish Capital Markets Ltd (NOMAD & Joint Broker to the Company)         +44 (0) 207 220 0500
 Geoff Nash, Trisyia Jamaludin (Corporate Finance)

 Nigel Birks (Life Science Specialist Sales)

 Harriet Ward (ECM)

 J&E Davy (Joint Broker to the Company)                                      +353 (0) 1 679 6363
 Anthony Farrell, Niall Gilchrist

 Optimum Strategic Communications                                            +44 (0) 208 078 4357
 Nick Bastin, Vici Rabbetts, Elena Bates                                     poolbeg@optimumcomms.com

 

 

About Poolbeg Pharma plc

Poolbeg Pharma plc is a clinical-stage biopharmaceutical company focussed on
the development of innovative medicines to address unmet medical needs. The
Company's clinical programmes target large addressable markets including,
cancer immunotherapy-induced Cytokine Release Syndrome ("CRS") and metabolic
conditions such as obesity with the development of an oral encapsulated
glucagon-like peptide receptor (GLP-1R) agonist. For more information, please
go to www.poolbegpharma.com or follow us on X
(https://url.avanan.click/v2/___https:/x.com/PoolbegPharma___.YXAxZTpzaG9yZWNhcDphOm86NDAxMzJlNjljNGE2MjM5NWY1OGQwMDk1YjAyM2Q3OGM6Njo2M2E5OmM2NDY1MDA0NTcxYzVkNjE4NDBkODQ1NjVkYWYxZGVlNTA3YjAwYmU3MjlhN2E0MDZjMTk1OGI0Y2FhYTU5Nzc6cDpUOk4)
and LinkedIn
(https://url.avanan.click/v2/___https:/www.linkedin.com/company/poolbeg-pharma/___.YXAxZTpzaG9yZWNhcDphOm86NDAxMzJlNjljNGE2MjM5NWY1OGQwMDk1YjAyM2Q3OGM6NjpmNDRiOmE2NTY4OThhNDk1ZDAxYzczY2IyYmI4YjcwZDBiMzI5NDNmOTkzNTgzYzdjYjcyMGU2YjdjM2JmYjBiM2FlYzg6cDpUOk4)
.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Certain terms used in this announcement but not defined in it shall, unless
the context otherwise requires, have the meaning given to them in the
Company's announcement of 7:01 a.m. today relating to the Placing and the
Subscription.

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

The BookBuild Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States of America (including its territories and
possessions, any state of the United States of America and the District of
Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or any other
jurisdiction where to do so might constitute a violation of the relevant laws
or regulations of such jurisdiction.

 

The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the New Ordinary Shares is being made in the United States. The
New Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the US Securities Act, and may
not be offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in
the United States.

 

The value of the New Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market movements. When
you sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

This announcement may contain forward-looking statements and the words
"expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast",
"project" and similar expressions (or their negative) identify certain of
these forward-looking statements. The forward-looking statements in this
announcement are based on numerous assumptions and Poolbeg Pharma's present
and future business strategies and the environment in which Poolbeg Pharma
expects to operate in the future. Forward-looking statements involve inherent
known and unknown risks, uncertainties and contingencies because they relate
to events and depend on circumstances that may or may not occur in the future
and may cause the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements.
These statements are not guarantees of future performance or the ability to
identify and consummate investments. Many of these risks and uncertainties
relate to factors that are beyond Poolbeg Pharma's ability to control or
estimate precisely, such as future market conditions, currency fluctuations,
the behaviour of other market participants, the outcome of clinical trials,
the actions of regulators and other factors such as Poolbeg Pharma's ability
to obtain financing, changes in the political, social and regulatory framework
in which Poolbeg Pharma operates or in economic, technological or consumer
trends or conditions. Past performance should not be taken as an indication or
guarantee of future results, and no representation or warranty, express or
implied, is made regarding future performance. No person is under any
obligation to update or keep current the information contained in this
announcement or to provide the recipient of it with access to any additional
relevant information.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Shore Capital, BookBuild or any of
their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. Shore Capital, BookBuild and their respective
affiliates, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise be found to have in
respect of this announcement or its contents or otherwise arising in
connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The New Ordinary Shares to be issued or sold pursuant to the BookBuild Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

 

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the BookBuild Offer or any
other transactions or arrangements described in this announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
BookBuild Offer, Admission and the other arrangements referred to in this
announcement.

 

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 MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the BookBuild Offer
Shares have been subject to a product approval process, which has determined
that the BookBuild Offer Shares are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraphs

3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
BookBuild Offer Shares may decline and investors could lose all or part of
their investment; the BookBuild Offer Shares offer no guaranteed income and no
capital protection; and an investment in the BookBuild Offer Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to any contractual, legal or regulatory selling restrictions in relation to
the BookBuild Offer.

 

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

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the BookBuild Offer
Shares have been subject to a product approval process, which has determined
that the BookBuild Offer Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the BookBuild
Offer Shares may decline and investors could lose all or part of their
investment; the BookBuild Offer Shares offer no guaranteed income and no
capital protection; and an investment in the BookBuild Offer Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the BookBuild Offer.

 

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the BookBuild Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the BookBuild Offer
Shares and determining appropriate distribution channels.

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