REG - Seeing Machines Ltd - Proposed Fundraise to Raise a Minimum of US$40m

Seeing MachinesAnnouncement

22/11/2021 16:35

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RNS Number : 1734T  Seeing Machines Limited  22 November 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL OR ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION‎. NEITHER
THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE
RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH
JURISDICTION.

 

22 November 2021

 

Seeing Machines Limited

("Seeing Machines" or the "Company")

 

Fundraise of a minimum of US$40.0 million

 

Seeing Machines Limited (AIM: SEE), the advanced computer vision technology
company that designs AI-powered operator monitoring systems to improve
transport safety, announces its intention to carry out a non-pre-emptive
fundraise by way of a placing (the "Placing"), subscription (the
"Subscription") and retail offer via the PrimaryBid platform (the "Retail
Offer" and, together with the Placing and the Subscription, the "Fundraise")
through the issue and allotment of a minimum of 270,361,608 new Ordinary
Shares at a price of 11 pence per new Ordinary Share (the "Issue Price") to
raise gross proceeds for the Company of a minimum of US$40.0 million (£29.7
million).

 

The Placing is being conducted through an accelerated book building process
(the "Bookbuild") to be undertaken by Stifel Nicolaus Europe Limited
("Stifel"), who will be acting as nomad and sole bookrunner and Beech Hill
Securities, Inc. ("Beech Hill"), who will be acting as joint US placement
agent alongside Stifel. The Bookbuild will be launched immediately following
the release of this Announcement. The Placing is subject to the terms and
conditions set out in the Appendix to this Announcement.

 

Magna International Inc., (NYSE: MGA) (a large, multi-national Canadian
mobility technology company for automakers and an existing customer of Seeing
Machines) has indicated its intention to invest US$10m as part of the Placing
at the Issue Price.

 

Further, Lombard Odier Asset Management (Europe), the Company's largest
shareholder, has communicated its intention to participate in the proposed
Fundraise at the Issue Price once the Company is not in a closed period
(following the publication of Seeing Machines' results for the 12 months ended
30 June 2021 on 24 November 2021), for an aggregate amount of approximately
US$2.7 million. Lombard Odier Asset Management (Europe) is currently not
permitted to participate in the Fundraise by virtue of Michael Brown being a
Non-Executive Director of Seeing Machines and an employee of Lombard Odier
Asset Management (Europe). Further announcements will be made at the
appropriate time.

 

In addition to the Placing and Subscription, new and existing retail investors
will be offered the opportunity to participate in the Retail Offer on the
PrimaryBid platform. A separate announcement will be made by the Company
shortly regarding the Retail Offer.

 

The Placing and the Subscription are inter-conditional upon each other, but
neither the Placing nor the Subscription are conditional upon the Retail
Offer. Additionally, the Retail Offer will not proceed if the Placing and
Subscription do not also proceed.

 

None of the Placing, the Subscription or the Retail Offer is underwritten.

 

Key highlights

·     Proposed Placing and Subscription to raise a minimum of US$36.0
million (£26.7 million) (before expenses) through the issue of a minimum of
243,088,881 new Ordinary Shares at the Issue Price.

·     In conjunction with the Placing and Subscription, it is intended
that there will be a Retail Offer of up to US$4.0 million (£3.0 million) made
by the Company on the PrimaryBid platform of additional new Ordinary Shares at
the Issue Price. Any proceeds of the Retail Offer will be additional to the
proceeds of the Placing and Subscription.

 

·     The Directors intend to use the net proceeds of the Fundraise (the
"Proceeds") to accelerate growth in the rapidly expanding driver monitoring
system technology market, across all transport sectors globally. Seeing
Machines intends to accelerate the development of new core software and system
features, acquire additional specialised technology, expand sales channels and
its product portfolio to maximise its win rate of automotive programs, scale
delivery capability and speed up aftemarket revenue growth by:

 

1)   Increasing core technology leadership

§ Speeding up development of new core software and systems features will
further enhance the Company's response to the requirements of current and
anticipated automotive RFQs (Requests for Quote) over the next 3 years. This
will be achieved by increasing external technical collaboration, including the
potential acquisition of new technology capability to accelerate the Company's
current go to market strategy.

 

2)   Pursuing a significant increase in pipeline and commercial
opportunities

§ Current known pipeline (active and anticipated) of opportunities in FY22
and FY23 with lifetime value of more than A$1,100m.

 

3)   Supporting expansion into larger addressable markets

§ Accelerating the roadmap for Guardian Gen 3 / Smart Camera will expand
Seeing Machines' addressable market and the number of connected vehicles
across more and larger segments of the commercial transport industry.

 

4)   Expanding aftermarket sales

§ Expanding direct sales, third party collaboration and new distribution
channels into EMEA and North America may open up significant, new market
opportunities for the Company.

 

·     The Company forecasts that the Proceeds will provide sufficient
working capital to the Company in the current Driver Monitoring System ("DMS")
environment to significantly capitalise on augmented demand and further cement
its market position.

 

Current Trading and Outlook
The Company announced a trading update for the 12 months ended 30 June 2021 on 3 August 2021.
The Directors continue to see accelerating momentum for the business, with current market conditions presenting a significant opportunity to capture an even greater market share as the market benefits from a number of structural tailwinds. With Seeing Machines DMS technology now in 120,000 vehicles, the Company remains confident in post-period trading since its last trading update in August 2021 with reported revenue in FY21 expected to be approximately A$47.2m, representing an 18% increase on the previous period and in line with market consensus.

Seeing Machines expects to be on track for increased market share by 2025,
based on today's 'active RFQ' pipeline.

 

The Company will report its audited results for the 12 months ended 30 June
2021 on 24 November 2021.

 

 

Enquiries:

 

 Seeing Machines Limited                                                      +61 2 6103 4700
 Paul McGlone - CEO

 Sophie Nicoll - Corporate Communications

 Stifel Nicolaus Europe Limited (Sole Bookrunner (UK and US), Nomad and Sole  +44 20 7710 7600
 Broker)
 Alex Price

 Nick Adams

 Beech Hill Securities (Joint US Placing Agent)                               +1 646 574 3171
 Thomas Lawrence

 Lionsgate Communications (Media Enquiries)                                   +44 07791 892509
 Jonathan Charles

About Seeing Machines Limited:

Seeing Machines (LSE: SEE), a global company founded in 2000 and headquartered
in Australia, is an industry leader in vision-based monitoring technology that
enable machines to see, understand and assist people. Seeing Machines'
technology portfolio of AI algorithms, embedded processing and optics, power
products that need to deliver reliable real-time understanding of vehicle
operators. The technology spans the critical measurement of where a driver is
looking, through to classification of their cognitive state as it applies to
accident risk. Reliable "driver state" measurement is the end-goal of Driver
Monitoring Systems (DMS) technology. Seeing Machines develops DMS technology
to drive safety for Automotive, Commercial Fleet, Off-road and Aviation. The
company has offices in Australia, USA, Europe and Asia, and supplies
technology solutions and services to industry leaders in each market vertical.

 

Background to the Fundraise and use of Proceeds

 

Over the past 18 months, there has been a significant expansion in commercial
opportunities for DMS across the global transport industry, driven by a number
of structural tailwinds, including a global focus on enhanced safety for all
road users. Increasing driver assistance technologies have been rapidly
permeating the traditional consumer automotive market. With the growing
prevalence of assistive, supervised, automated, and autonomous vehicle
technology, the requirement, and therefore demand, for driver monitoring
systems has begun to materially increase. In Automotive, all levels of driver
assistance require careful monitoring of drivers, who will, in most cases,
remain ultimately responsible for the vehicle, for the foreseeable future. As
the level of technological complexity inside the vehicle cabin, and vehicular
automation increases, so will the demand for Seeing Machines' core technology
and solutions for the automotive industry. Seeing Machines' robust commercial
relationships with global blue-chip tier 1 automotive component suppliers and
OEMs positions the business well to capitalise on the opportunities associated
with DMS and achieve growth.

 

Furthermore, global legislation in automotive and vehicle safety has been
increasing at a significant rate, across all key regions in which the Company
sells its solutions, Europe and North America in particular. Legislation and
regulations introduced by the European Commission, European New Car Assessment
Programme (EuroNCAP), draft legislation from the Standardization
Administration of the People's Republic of China and others who are
introducing the requirement for the deployment of DMS technology to enhance
safety on roads. This growing trend is best evidenced through the United
States' recent passage of the SAFE Act via the latest US infrastructure bill.
The bill will require Driver Monitoring System (DMS) technology to detect
distracted driving. In addition, the legislation includes the RIDE Act, which
will require new cars to use advanced drunk driving technology to stop
impaired driving. As the global legal requirement for mass adoption of DMS
technologies in the automotive space continues to grow, the Company believes
the commercial opportunity for Seeing Machines has expanded significantly.

 

While regulation can drive DMS fitment volume, "feature wars" will drive OEM
system value and Seeing Machines ASP (average selling price). As one of the
leading technology and solution providers in the global DMS sector, the
Directors of the Company believe this to be a key inflection point for the
business based on its current market position. While the business is
well-positioned to continue achieving reasonable revenue growth, the Proceeds
will be used to capitalise on an expanding pipeline of over A$1,100m visible
RFQs. At this stage, technology investment and intrinsic Company expansion is
now required to meet this expanding demand; a demand that is only analysed on
a pre-regulation timeframe.

 

Similarly, the Company will seek to fortify its technology leadership position
in the market. Seeing Machines has its FOVIO chip-based solution that is high
performing and able to meet standardised (mass-market) demand. Additional
R&D investment is now necessary to maintain and enhance the Company's
market position by delivering its next generation standardised technology
offering to the mass market, in support of expected technology protocols to be
released by Euro NCAP. The Company is also considering a number of niche
technology acquisition plans to support acceleration of an expanding feature
set.

 

The Aftermarket division will remain critical to near-term success of the
business, with Seeing Machines Guardian technologies now connected to 400
fleets and 31,771 individual trucks. This division has experienced 39%+ CAGR
since it launched the Guardian solution in 2016 and is now profitable on a
standalone basis, The Proceeds will allow the Company to accelerate its
Guardian Gen 3 / Smart Camera rollout allowing Seeing Machines to expand its
footprint, reduce costs internally and lower barriers to implementation.

 

Following strong commercial progress and feedback to recent RFQ processes, the
Company has increased confidence on both the quantum of its total pipeline of
opportunities and its ability to convert a significant portion of this
pipeline into formal, legally binding orders. After receiving a non-binding
verbal acceptance in respect of c. A$120m from Magna International Inc., in
response to a recent RFQ process, Seeing Machines' cumulative Automotive order
book totals c. A$310m. Whilst the Directors are extremely encouraged by any
non-binding verbal acceptances that the Company receives (with the majority of
these progressing to formalised documentation), on occasion certain verbal
acceptances do not result in actual orders. Accordingly, the Company will only
announce RFQ wins once the formal, legally binding documentation has been
executed.

 

Listing venue

 

The Board is in the preliminary stages of evaluating various strategic options
which may be suitable for the Company, including a potential dual-listing in
the United States or elsewhere. This evaluation remains in the preliminary
stages and there can be no guarantee as to the outcome or timing of any such
evaluation. The evaluation is based on various factors which may change over
time.

 

Details of the Placing

 

Stifel is acting as nomad and sole bookrunner in connection with the Placing
with Beech Hill acting as joint US placement agent alongside Stifel pursuant
to a placing agreement entered into between the Company, Stifel and Beech Hill
dated 22 November 2021 (the "Placing Agreement").

 

The Placing, which is being conducted by way of an accelerated bookbuilding
process available to qualifying new and existing institutional investors, will
be launched immediately following this announcement (being together with the
appendix, the "Announcement"), in accordance with the terms and conditions set
out in the appendix to this Announcement (the "Appendix"). The Issue Price of
11 pence per share represents a discount of approximately 6 per cent. to the
closing price and a premium of approximately 3.5 per cent to the trailing
30-Day Volume Weighted Average Price on 19 November 2021 (being the last
practicable date prior to this Announcement).

 

The Company intends to raise a minimum of US$32.2 million (£23.9 million)
through the Placing. The exact number of shares to be placed (the "Placing
Shares") will be determined by the Company and Stifel at the close of the
Bookbuild and announced by the Company shortly thereafter. The allocations of
the Placing Shares pursuant to the Placing are at the discretion of the
Company and Stifel. The book will open with immediate effect following the
release of this Announcement.

 

The Placing is conditional upon, among other things, (i) the Subscription,
(ii) admission of the Placing Shares and the Subscription Shares becoming
effective not later than 8.00am on 30 November 2021, or such later time and/or
date as the Company may agree (being not later than 8.00am on 17 December
2021) and (iii) the Placing Agreement becoming unconditional in all respects
and not being terminated in accordance with its terms.

 

The Appendix to this Announcement sets out further information relating to the
Bookbuild and the terms and conditions of the Placing.

This Announcement (including the Appendix) should be read in its entirety. In
particular, you should read and understand the information provided in the
"Important Notices" section of this Announcement.

Subscription

The Company has received non-binding indications of interest from certain
investors to participate in the Fundraise and subscribe for, in aggregate,
25,507,997 new Ordinary Shares (the "Subscription Shares"). The Company is
therefore intending to enter into legally-binding subscription agreements with
the counterparties following the release of this Announcement (the
"Subscription Agreements").

The Subscription Shares will be issued at the Issue Price and will be
subscribed for on the basis agreed pursuant to the Subscription Agreements,
rather than pursuant to the terms and conditions of the Placing contained in
the Appendix to this Announcement.

The Subscription Shares, when issued, will be fully paid and will rank pari
passu in all respects with each other and with the other Ordinary Shares in
issue, including, without limitation, as regards the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.

The Subscription is conditional upon, amongst other things, (i) the Placing,
(ii) admission of the Subscription Shares and the Placing Shares becoming
effective not later than 8.00am on 30 November 2021, or such later time and/or
date as the Company may agree (being not later than 8.00am on 17 December
2021), and (iii) the Placing Agreement becoming unconditional in all respects
and not being terminated in accordance with its terms.

Retail Offer

In conjunction with the Placing and Subscription, the proposed Retail Offer
will provide both new and existing retail investors with an opportunity to
participate in the equity fundraising alongside institutional investors by
subscribing for up to 27,272,727 new Ordinary Shares (the "Retail Offer
Shares"). A separate announcement will be made shortly regarding the Retail
Offer and its terms. For the avoidance of doubt, the Retail Offer is not part
of the Placing or Subscription.

Application for admission to trading

Application will be made to London Stock Exchange for admission of the Placing
Shares, the Subscription Shares and the Retail Offer Shares (if any)
(together, the "Fundraising Shares") to trading on AIM in accordance with the
AIM Rules for Companies ("Admission").

It is expected that Admission will become effective at 8.00 a.m. on or around
30 November 2021 and that dealings in the Fundraising Shares will commence at
that time, and in any event no later than 17 December 2021.

The Placing is conditional upon, inter alia, admission of the Placing Shares
and the Subscription Shares becoming effective and the Placing Agreement and
Subscription Agreements becoming unconditional and not being terminated.
Further details of the Placing Agreement can be found in the terms and
conditions of the Placing contained in the Appendix to this Announcement and
which forms part of this Announcement.

 

A further announcement will be made following the completion of the Bookbuild.

 

By choosing to participate in the Placing and by making an oral and legally
binding offer to subscribe for Placing Shares, investors will be deemed to
have read and understood this Announcement (including the Appendix) in its
entirety and to be making such offer on the terms and subject to the
conditions in this Announcement, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.

 

Expected timetable

 

 Announcement of the Fundraise                          c. 16.35 GMT on 22 November 2021
 Books closed                                           c. 20:00 GMT on 22 November 2021
 Announcement of closing of the Fundraise               by 07:00 GMT on 23 November 2021
 Admission of the Fundraising Shares to trading on AIM  On or around 30 November 2021

Dealing codes

 

Ticker: SEE.L

ISIN for the Placing Shares: AU0000XINAJ0

SEDOL for the Placing Shares: B0SDC48

 

Note: This announcement assumes a £ : $ exchange rate of 1 : 1.345  as
at 18:00 pm (GMT) on 19 November 2021.

 

This Announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014 as retained as part of UK law by virtue
of the European Union (Withdrawal) Act 2018 as amended ("MAR"). Market
Soundings, as defined in MAR, were taken in respect of the proposed Placing
with the result that certain persons became aware of this inside information,
as permitted by MAR. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain and therefore those
persons that received inside information in the market sounding are no longer
in possession of such inside information relating to the Company and its
securities. The persons responsible for arranging for the release of this
Announcement on behalf of Seeing Machines are Mr. Paul McGlone, Chief
Executive Officer and Ms. Naomi Rule, Chief Financial Officer of Seeing
Machines.

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.

 

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND, EXCEPT AS EXPRESSLY NOTED HEREIN, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND
THE BROKERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be
offered, sold or transferred, 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 US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.

The content of this Announcement has not been approved by an authorised person
within the  meaning of the Financial Services and Markets Act 2000. This
announcement has been issued by and is the sole responsibility of  the
Company.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

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 Ordinary Shares have been subject to a product
approval process, which has determined that the Ordinary Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted by UK Product
Governance Requirements (the "UK Target Market Assessment"). Notwithstanding
the UK Target Market Assessment, distributors should note that: the price of
the Ordinary Shares may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Ordinary Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, Stifel shall only procure investors in the United
Kingdom which 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 Chapter 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 Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Shares and determining
appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (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 Ordinary
Shares have been subject to a product approval process, which has determined
that the Ordinary Shares are (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by MiFID
II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares may decline
and investors could lose all or part of their investment; the Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in
Ordinary Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the proposed placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Bookrunner will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability of
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution channels.

Stifel is authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the Company and no
one else in connection with the Placing, and Stifel will not be responsible to
anyone (including any purchasers of the Placing Shares) other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Placing or any other matters referred to in this
Announcement.

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 Stifel or by any of its affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

 

 

APPENDIX

TERMS AND CONDITIONS OF PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND, EXCEPT AS EXPRESSLY NOTED
HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND THE BROKERS TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

IN PARTICULAR THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ANY FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH
JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR
ISSUE OR A SOLICITATION OF AN OFFER OR INVITATION TO BUY OR SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION INCLUDING, WITHOUT
LIMITATION, THE RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL. NO COPY OR PART OF THIS
ANNOUNCEMENT OR THE INFORMATION CONTAINED IN IT MAY BE PUBLISHED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO PERSONS IN A RESTRICTED JURISDICTION
UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR
REGULATION IN ANY SUCH JURISDICTION.

THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS
HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; AND THE PLACING
SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.
ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE
RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED
KINGDOM.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

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

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS
REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS
REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS WITH THE MEANING OF PROSPECTUS REGULATION (EU)
2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO (I)
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, AS
AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN
ARTICLE 49(2)(A) TO (D) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS
DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS
AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF
THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND
THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
(INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE
OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE
COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the MiFID II Product Governance Requirements) should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in 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 Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Brokers will only procure
investors (pursuant to the Placing) who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of UK
MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

Persons (including individuals, funds or otherwise) who are invited and who
choose to participate in the Placing, by making an oral or written offer to
subscribe for Placing Shares will be deemed: (i) to have read and understood
this Announcement, including this Appendix, in its entirety; (ii) to be making
such offer on the terms and conditions contained in this Appendix; and (iii)
to be providing (and shall only be permitted to participate in the Placing on
the basis that they have provided) the representations, warranties,
acknowledgements, and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given. In
particular, each such Placee represents, warrants and acknowledges to the
Company and each of the Brokers that:

·           it is a Relevant Person (as defined above) and
undertakes that it will subscribe for, acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;

·           in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Member State of the European
Economic Area which has implemented the EU Prospectus Regulation other than
Qualified Investors or in circumstances in which the prior consent of Stifel
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
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;

·           except as otherwise permitted by the Brokers and the
Company, it is acquiring the Placing Shares in an "offshore transaction" as
defined in and pursuant to Regulation S under the Securities Act ("Regulation
S");

·           it is acquiring the Placing Shares for its own account
or is acquiring the Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgements and
agreements contained in this Announcement (including this Appendix); and

·           it understands (or, if acting for the account of
another person, such person understands) the resale and transfer restrictions
set out in this Appendix.

The Company and the Brokers will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements.

Capitalised terms used in this Appendix shall bear the meaning as ascribed to
them under the heading, "DEFINITIONS" below.

Details of the Placing

The Brokers have today entered into the placing agreement with the Company
("Placing Agreement"), under which each Broker has agreed, as agent for the
Company, to use its respective reasonable endeavours to procure subscribers
for the Placing Shares at the Placing Price on the terms and subject to the
conditions set out therein.

The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects and not terminated.

The Placing Shares will, when issued, rank pari passu in all respects with the
existing issued ordinary shares in the capital of the Company ("Ordinary
Shares"), including the right to receive dividends and other distributions
declared, made or paid on or in respect of the Ordinary Shares following
Admission.

The Company is separately carrying out: (i) the Subscription; and (ii) the
Retail Offer using PrimaryBid. For the avoidance of doubt, neither the
Subscription nor the Retail Offer is part of the Placing and is the sole
responsibility of the Company. The Brokers do not have any responsibilities,
obligations, duties or liabilities (whether arising pursuant to any contract,
law, regulation, or tort) in relation to the same.

The Placing is conditional upon the Subscription but not the Retail Offer.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM ("Admission"). Admission is conditional upon,
amongst other things, the conditions of the Placing Agreement being satisfied
and the Placing Agreement not having been terminated in accordance with its
terms. It is expected that Admission will become effective and that dealings
in the Placing Shares will commence on AIM at 8.00 a.m. on 30 November 2021.

Participation in, and principal terms of, the Placing

The Brokers (whether through themselves or any of their affiliates) are
arranging the Placing (Stifel as sole bookrunner and joint US placement agent
and Beech Hill as joint US placement agent) and have agreed to use their
reasonable endeavours to procure Placees at the Placing Price for the Placing
Shares. Participation in the Placing will only be available to Placees who may
lawfully be, and are, invited to participate by the Brokers.

The number of Placing Shares to be issued will be agreed between Stifel and
the Company following completion of a bookbuilding exercise by Stifel (the
"Bookbuild"). The results of the Bookbuild will be recorded in the Placing
results announcement, which will be released via a Regulatory Information
Service following the completion of the Bookbuild.

Placees wishing to participate in the Bookbuild are required to communicate
their bid by telephone to their usual contact at the relevant Broker stating
the number of Placing Shares which the prospective Placee wishes to acquire at
the Placing Price.

Stifel will determine in its absolute discretion the extent of each Placee's
participation in the Placing, which will not necessarily be the same for each
Placee and this will be confirmed orally or in writing by Stifel or Beech Hill
(as applicable), each as agent of the Company ("Confirmation"). A form of
confirmation will be dispatched as soon as possible thereafter. No element of
the Placing will be underwritten. The Confirmation will constitute an
irrevocable legally binding commitment upon that person (who will at that
point become a Placee) to subscribe for the number of Placing Shares allocated
to it at the Placing Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided to the
Placee prior to or at the same time as such oral or written confirmation) and
in accordance with the Company's constitution. For the avoidance of doubt, the
Confirmation constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay the
aggregate settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if any)
subscribed for by any other investor(s).

Stifel reserves the right to scale back the number of Placing Shares to be
subscribed by any Placee in the event of an oversubscription under the
Placing. Stifel also reserves the right not to accept offers for Placing
Shares or to accept such offers in part rather than in whole.

The timing of the closing of the Bookbuild and allocations are at the
discretion of the Company and Stifel. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the Placing in its
discretion.

Each Placee will be required to pay to Stifel or Beech Hill (as applicable),
on the Company's behalf, the Placing Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set out herein.
Each Placee's obligation to acquire and pay for Placing Shares under the
Placing will be owed to Stifel or Beech Hill (as applicable) and the Company.
Each Placee has an immediate, irrevocable and binding obligation, owed to
Stifel or Beech Hill (as applicable), to pay in cleared funds an amount equal
to the product of the Placing Price and the number of Placing Shares such
Placee has agreed to subscribe for. By participating in the Placing, each
Placee will be deemed: (i) to have read and understood the Announcement and
this Appendix in their entirety; (ii) to be participating in the Placing upon
the terms and conditions contained in this Appendix; and (iii) to be providing
the representations, warranties, agreements, acknowledgements and
undertakings, in each case as contained in this Appendix. To the fullest
extent permitted by law and the applicable FCA rules (the "FCA Rules"),
neither (i) the Brokers, (ii) any of their respective directors, partners,
officers, employees or consultants, nor (iii) to the extent not contained
within (i) or (ii), any person connected with the Brokers as defined in the
FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an
"affiliate"), shall have any liability to Placees or to any person other than
the Company in respect of the Placing.

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

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
Agreement not being terminated on the basis referred to below under
'Termination of the Placing Agreement'. In the event that the Placing
Agreement does not otherwise become unconditional in any respect or is
terminated, the Placing will not proceed and all funds delivered by the Placee
to the Brokers in respect of the Placee's participation will be returned to
the Placee at the Placee's risk without interest.

By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.

Notwithstanding anything to the contrary in this Announcement or the
representations where the Placee is acting in its capacity as agent, as a
discretionary investment manager on behalf of its underlying clients (who may
include individuals and/or retail clients as defined within MiFID II and/or
the FCA Rules), then the discretionary investment manager shall be regarded as
the Placee for the purpose of this Announcement and not the underlying client.
For the avoidance of doubt, the representations and warranties are given by
the Placee itself, and not the underlying client(s).

To the fullest extent permissible by law, neither the Company nor the Brokers
nor any of their affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither Stifel nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties) in respect
of their conduct of the Bookbuild or of such alternative method of effecting
the Placing as Stifel and the Company may agree.

Conditions of the Placing

The obligations of the Brokers under the Placing Agreement in respect of the
Placing Shares are conditional on, amongst other things:

·           the compliance by the Company with all of its
obligations under the Placing Agreement to the extent that they are required
to be performed on or prior to Admission of the Placing Shares; and

·           Admission having occurred not later than 8.00 a.m. on
30 November 2021 or such later date as the Company and Stifel may agree, being
not later than 8.00 a.m. on 17 December 2021.

The Placing is also conditional upon the Subscription, but not the Retail
Offer.

If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Stifel by the respective
time or date where specified, (ii) any of such conditions becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the Placee's
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.

Stifel, at its discretion and upon such terms as it thinks fit, may waive
compliance by the Company with the whole or any part of certain of the
Company's obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement (including this Appendix).

Neither the Brokers, the Company nor any other person shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision Stifel or the Company 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, and by participating in the Placing each Placee agrees that any
such decision is within Stifel's absolute discretion.

Termination of the Placing Agreement

Stifel is entitled, at any time before Admission, to terminate the Placing
Agreement in relation to its obligations in respect of the Placing Shares by
giving notice to the Company if, amongst other things:

·           any of the warranties contained in the Placing
Agreement and given by the Company for the benefit of the Brokers is or
becomes (by reference to the facts, matters or circumstances then subsisting)
untrue, inaccurate or misleading;

·           there has been a breach by the Company of any of its
obligations under the Placing Agreement which Stifel considers, in its sole
opinion, to be material in the context of the Placing and/or Admission; or

·           in Stifel's opinion there shall have been a Material
Adverse Change.

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 subject to certain exceptions.

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

No prospectus

No offering document, prospectus or admission document has been or will be
submitted to be approved by the FCA or submitted to the London Stock Exchange
in relation to the Placing and Placees' commitments will be made solely on the
basis of the information contained in this Announcement (including this
Appendix) released by the Company today, and subject to the further terms set
forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in 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, the Brokers or any other person and neither
the Brokers nor the Company nor any other person will be liable for any
Placee's decision to participate in 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 accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the system administered by CREST, subject to certain exceptions.
The Company reserves the right to require settlement for and delivery of the
Placing Shares (or a portion thereof) to Placees in certificated form if, in
Stifel's opinion, delivery or settlement is not possible or practicable within
the CREST system or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.

Participation in the Placing is only available to persons who are invited to
participate in it by the Brokers.

A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with the relevant Broker. Such
agreement will constitute a legally binding commitment on such Placee's part
to acquire that number of Placing Shares at the Placing Price on the terms and
conditions set out or referred to in this Appendix and subject to the
Company's constitution.

Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a form of confirmation in accordance with the
standing arrangements in place with the relevant Broker, stating the number of
Placing Shares allocated to it at the Placing Price, the aggregate amount owed
by such Placee to the relevant Broker and settlement instructions.

Settlement of transactions with Stifel in CREST will take place by the
crediting of Depositary Interests to the CREST account operated by Stifel as
agent for the Company and Stifel will enter its delivery (DEL) instruction
into the CREST system. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant Depositary
Interests to that Placee against payment.

Settlement of transactions with Beech Hill will be pursuant to instructions
provided to each relevant Placee by Beech Hill in coordination with each
relevant Confirmation.

It is expected that settlement in respect of the Placing Shares will take
place on 30 November 2021 on a delivery versus payment basis.

Subject to the conditions set out above, payment in respect of the Placees'
allocation is due as set out below. Each 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
that it has in place with Stifel (or with Beech Hill, as applicable). Each
Placee should provide its settlement details in order to enable instructions
to be successfully matched in CREST. The relevant settlement details for the
Placing Shares settled with Stifel are as follows:

CREST Participant ID of Stifel:
             2OQAN (member account: 2304200)

Expected Trade Date:
                      23 November 2021

Expected Settlement Date:
              30 November 2021

ISIN code for the Placing Shares:
       AU0000XINAJ0

Deadline for Placee to input instructions into CREST:      12 p.m. on 29
November 2021

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 LIBOR as determined by Stifel.

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

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are registered in a Placee's name or that of its nominee or in
the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or commission in
connection with the Placing.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) acknowledges, undertakes, understands, represents, warrants
and agrees (as the case may be) that:

·           it has read this Announcement, including the Appendix,
in its entirety and that its acquisition of Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information contained
herein and undertakes not to redistribute or duplicate this Announcement;

·           it has received this Announcement solely for its use
and has not redistributed or duplicated it and will not distribute, forward,
transfer or otherwise transmit this Announcement or any part thereof to any
person;

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

·           its participation in the Placing shall also be subject
to the provisions of the Placing Agreement and the Company's constitution;

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

·           neither of the Brokers, nor the Company nor any of
their respective affiliates 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 other than this Announcement; nor has it requested any
of the Brokers, the Company, any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such information;

·           the content of this Announcement is exclusively the
responsibility of the Company and that neither the Brokers, nor any person
acting on their behalf has or shall have any liability 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 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 published by the Company by notification to a
Regulatory Information Service, 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 the Brokers or the Company
or their respective affiliates and neither the Brokers nor the Company nor
their respective affiliates 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;

·           to the extent it has received any inside information
(for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014)
as brought into UK domestic law through the European Union (Withdrawal) Act
2018 (as amended by the European Union (Withdrawal Agreement) Act 2020)) and
various secondary implementing regulations, with effect from 1 January 2021
("UK MAR")) and section 56 of the Criminal Justice Act 1993) in relation to
the Company and its securities, it has not: (a) dealt (or attempted to deal)
in the securities of the Company; (b) encouraged, recommended or induced
another person to deal in the securities of the Company; or (c) unlawfully
disclosed inside information to any person, prior to the information being
made publicly available;

·           neither the Brokers nor any person acting on their
behalf nor any of their respective affiliates has or shall have any liability
for any publicly available or filed information, or any representation
relating to the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;

·           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, the Terrorism Act 2000 (as
amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 (the
"Regulations") and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof and the Money Laundering Sourcebook of the FCA 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 it is a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation (including any relevant
implementing measure in any member state) the Placing Shares subscribed for 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 a member state of the European Economic Area which has implemented
the EU Prospectus Regulation other than to qualified investors, or in
circumstances in which the prior consent of Stifel has been given to the
proposed offer or resale;

·           it has not offered or sold and will not offer or sell
any Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of FSMA;

·           it has not offered or sold and will not offer or sell
any Placing Shares to persons in the European Economic Area prior to Admission
except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in any member
state of the European Economic Area within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any member state);

·           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;

·           it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United Kingdom;

·           if within the United Kingdom, it is a person falling
within Article 19(5) and/or Article 49(2)(a) to (d) of the Order, is a
qualified investor as defined in Section 86 of FSMA or is a person to whom
this Announcement may otherwise be lawfully communicated;

·           any offer of Placing Shares may only be directed at
persons in member states of the European Economic Area who are Qualified
Investors and represents and agrees that, in the European Economic Area, it is
such a Qualified Investor;

·           it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant jurisdictions
which apply to it and that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
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, and that its subscription of the Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;

·           it has complied with all relevant laws of all relevant
territories, obtained all requisite governmental or other consents which may
be required in connection with the Placing Shares, complied with all requisite
formalities and that it has not taken any action or omitted to take any action
which will or may result in either of the Brokers, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in connection with
the Placing;

·           it shall not breach any requirements of the Australian
Corporations Act 2001 by virtue of its acquisition of Placing Shares;

·           any Placing Shares that it is allocated in the Placing
delivered through CREST will be allotted and issued to the Depository, and
that the Company shall procure that the Depository shall issue Depository
Interests representing the Placing Shares allocated to it in accordance with
the procedures set out under 'Registration and settlement' herein, and that
neither Broker shall have responsibility or liability in respect of the acts
of, or failure to act by, the Depository;

·           its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation to prepare
or file a prospectus or similar document or any other report with respect to
such purchase; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the Company;

·           it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as Stifel
may in its discretion determine and without liability to such Placee;

·           neither Broker nor any of their affiliates, nor any
person acting on behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either Broker for the
purposes of the Placing and that the Brokers have no duties or
responsibilities to it for providing the protections afforded to their clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;

·           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. Neither the Brokers nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing and it agrees to indemnify the Company
and the Brokers in respect of the same on the basis that the Placing Shares
will be (i) allotted to the CREST stock accounts of Stifel who will hold them
as nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions, or (ii) settled in accordance with the
settlement instruction provided by Beech Hill in coordination with each
relevant Confirmation, as applicable;

·           these 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, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Stifel or Beech Hill 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;

·           the Brokers and their affiliates will rely upon the
truth and accuracy of the representations, warranties and acknowledgements set
forth herein, which are irrevocable, and it irrevocably authorises each Broker
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 to indemnify on an after tax basis and hold
the Brokers and their 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 the Appendices and further
agrees that the provisions of the Appendices shall survive after completion of
the Placing;

·           it will acquire any Placing Shares subscribed for by it
for its account or for one or more accounts as to each of which it exercises
sole investment discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;

·           its commitment to subscribe for Placing Shares on the
terms set out herein and in the relevant forms of confirmation will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of the
Placing. The foregoing representations, warranties and confirmations are given
for the benefit of the Company and the Brokers. The agreement to settle a
Placee's subscription (and/or the subscription of a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes, and is based on a warranty from each Placee, that 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 that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance
Act 1986 (depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event the
Placee agrees that it shall be responsible for such stamp duty or stamp duty
reserve tax, and neither the Company nor the Brokers shall be responsible for
such stamp duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify the Brokers accordingly;

·           no action has been or will be taken by any of the
Company, the Brokers or any person acting on behalf of the Company or the
Brokers that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for that purpose
is required;

·           in making any decision to subscribe for the Placing
Shares, it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further confirms that 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, and is able to sustain a complete loss in connection with the Placing. It
further confirms that it relied on its own examination and due diligence of
the Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;

·           it has (a) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial considerations in
connection herewith to the extent it deems necessary; (b) had access to review
publicly available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment decision; (c)
reviewed such information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (d) made its
investment decision based upon its own judgment, due diligence and analysis
and not upon any view expressed or information provided by or on behalf of
either Broker;

·           it may not rely on any investigation that either Broker
or any person acting on their behalf may or may not have conducted with
respect to the Company, or the Placing and neither Broker has made any
representation to it, express or implied, with respect to the merits of the
Placing, the subscription for the Placing Shares, or as to the condition,
financial or otherwise, of the Company, or as to any other matter relating
thereto, and nothing herein shall be construed as a recommendation to it to
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by either Broker or the Company for the purposes
of this Placing;

·           it will not hold the Brokers nor any of their
affiliates nor any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available information relating
to the Company or information made available (whether in written or oral form)
in presentations or as part of roadshow discussions with investors relating to
the Company (the "Information") and that neither Broker nor any person acting
on their behalf makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;

·           it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are subscribed will not be, a
resident of, or with an address in, Australia, Canada, Japan, New Zealand or
the Republic of South Africa;

·           it acknowledges and agrees that the Placing Shares have
not been and will not be registered or otherwise qualified for offer and sale
nor will a prospectus be published in respect of any of the Placing Shares
under the securities laws or legislation of the United States, Australia,
Canada, Japan, New Zealand, the Republic of South Africa or any other
jurisdiction in which such offer or solicitation is or may be unlawful and,
subject to certain exceptions, may not be offered, sold, delivered or
transferred, directly or indirectly, within those jurisdictions;

·           unless otherwise agreed with the Brokers and the
Company, the Placee is a person located outside the United States and is
subscribing for Placing Shares only in an "offshore transaction" as defined in
and pursuant to Regulation S and is not subscribing for Placing Shares with a
view to the offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares in or into the United States;

·           the Placing Shares are being offered in a transaction
not involving any public offering in the United States within the meaning of
the Securities Act, and the Placing Shares have not been and will not be
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States. Further, the Company has not
registered and does not intend to register under the US Investment Company Act
of 1940, as amended;

·           the Placee is not acquiring Placing Shares as a result
of any "directed selling efforts" as defined in Regulation S or as a result of
any form of "general solicitation" or "general advertising" (within the
meaning of Rule 502(c) of Regulation D of the Securities Act); and

·           it is not acting on a non‐discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to subscribe for Placing Shares is given.

The foregoing acknowledgements, undertakings, understandings, representations,
warranties and agreements are given for the benefit of the Company, Stifel (as
sole bookrunner and joint US placement agent) and Beech Hill (as joint US
placement agent).

In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that either Broker or any of their affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.

When a Placee or person acting on behalf of the Placee is dealing with either
Broker, any money held in an account with the relevant Broker 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 money of the relevant Broker in accordance
with the client money rules and will be used by the relevant Broker in the
course of its own business; and the Placee will rank only as a general
creditor of the relevant Broker.

All times and dates in this Announcement may be subject to amendment. The
Brokers shall notify the Placees and any person acting on behalf of the
Placees of any changes.

No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.

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

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

 

DEFINITIONS

 Admission                                 admission of the Placing Shares and Subscription Shares to trading on AIM,
                                           which, subject to and conditional upon certain conditions, is expected to
                                           occur at 8.00 a.m. on 30 November 2021.
 AIM                                       AIM, a market operated by the London Stock Exchange.
 AIM Rules or AIM Rules for Companies      the AIM Rules for Companies published by the London Stock Exchange from time
                                           to time.
 Beech Hill                                Beech Hill Securities, Inc., the Company's joint US placement agent.
 Board or Directors                        the current directors of the Company.
 Brokers                                   Stifel and Beech Hill, and Broker shall be construed accordingly.
 Business Day                              any day (other than a Saturday or Sunday) on which banks are generally open
                                           for business in the City of London for the transaction of normal sterling
                                           banking business.
 certificated or in certificated form      a share or other security not held in uncertificated form (i.e. not in CREST).
 Company                                   Seeing Machines Limited, a company incorporated and registered in Australia
                                           with registered number ACN 093 877 331.
 CREST                                     the relevant system (as defined in the CREST Regulations) in respect of which
                                           Euroclear UK & International Limited is the operator (as defined in the
                                           CREST Regulations).
 CREST Regulations                         the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from
                                           time to time.
 Depository                                Computershare Investor Services Plc of PO Box 82, The Pavilions, Bridgwater
                                           Road, Bristol, BS99 7NH, United Kingdom.
 Depository Interests                      the instruments issued by the Depository that represent the Ordinary Shares.
 EU                                        the European Union.
 EU Prospectus Regulation                  EU Prospectus Regulation 2017/1129.
 Financial Conduct Authority or FCA        the Financial Conduct Authority of the United Kingdom.
 FSMA                                      the Financial Services and Markets Act 2000 (as amended, modified,
                                           consolidated, re‐enacted or replaced from time to time).
 London Stock Exchange                     London Stock Exchange plc.
 Material Adverse Change                   any material adverse change, or any development reasonably likely to involve a
                                           prospective material adverse change, in or affecting the condition (whether
                                           financial, operational, legal or otherwise) or the earnings or business
                                           affairs, assets, liquidity, solvency or prospects of the Company, whether or
                                           not arising in the ordinary course of business (and whether or not foreseeable
                                           at the date of this Announcement).
 Ordinary Shares                           ordinary shares of no par value each in the share capital of the Company
                                           including, where the context requires, Depository Interests.
 Placing                                   the conditional placing by the Brokers, as agents for the Company, of the
                                           Placing Shares pursuant to the terms, and subject to the conditions, set out
                                           in the Placing Agreement.
 Placing Agreement                         the conditional agreement dated 22 November 2021 between the Company, Stifel
                                           and Beech Hill relating to the Placing, further details of which are set out
                                           in this Announcement.
 Placing Documents                         this announcement, the Placing results announcement and any other documents,
                                           announcements or other communications issued by or on behalf of the Company
                                           (on its express instruction) in connection with the Placing or the offering of
                                           the Placing Shares.
 Placing Price                             11 pence per Placing Share.
 Placing Shares                            the new Ordinary Shares to be allotted and issued to institutional and other
                                           investors in connection with the Placing.
 PrimaryBid                                PrimaryBid Limited.
 Restricted Jurisdictions                  any jurisdiction where the extension or availability of an offer of Ordinary
                                           Shares, or the accessing of this announcement or its publication, distribution
                                           or other dissemination, would be prohibited by, or would breach, any
                                           applicable law or regulation.
 Retail Offer                              the separate offer to retail and other investors to be made by the Company via
                                           PrimaryBid which shall be subject to the terms and conditions set out in a
                                           subsequent announcement to be made by the Company.

 Securities Act                            the United States Securities Act of 1933, as amended.
 Shareholders                              holders of Ordinary Shares from time to time.
 Stifel                                    Stifel Nicolaus Europe Limited, the Company's nominated adviser, sole
                                           bookrunner and joint US placement agent.
 Subscribers                               certain persons who are subscribing for the Subscription Shares.
 Subscription Shares                       the, in aggregate, 25,507,997 new Ordinary Shares to be allotted and issued to
                                           the Subscribers pursuant to the Subscription.
 Subscription                              the subscription by the Subscribers for the Subscription Shares pursuant to
                                           the Subscription Agreements.
 Subscription Agreements                   the agreements to be dated the date of this Announcement relating to the
                                           Subscription.
 UK Prospectus Regulation                  the UK version of EU Prospectus Regulation 2017/1129 which forms part of the
                                           law of England and Wales as retained EU law as defined in, and by virtue of,
                                           the European Union (Withdrawal) Act 2018, as amended.
 uncertificated or in uncertificated form  recorded on the register of members of the Company as being held in
                                           uncertificated form in CREST and title to which, by virtue of the CREST
                                           Regulations, may be transferred by means of the CREST system.
 United Kingdom or UK                      the United Kingdom of Great Britain and Northern Ireland.
 United States or US                       the United States of America, its territories and possessions, any state of
                                           the United States of America and the District of Columbia.

 

 

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