REG - Shield Therapeutics - $20m secured debt facility &proposed equity raise

Shield TherapeuticsAnnouncement

28/09/2023 07:15

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RNS Number : 9238N  Shield Therapeutics PLC  28 September 2023

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HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF SHIELD THERAPEUTICS PLC IN ANY
JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

 

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

28 September 2023

Shield Therapeutics plc

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

 

$20 million senior secured debt facility

Subscription and Placing to raise approximately US$6.1 million

Retail offer via the REX offering platform to raise up to approximately US$1.4
million

Exercise of AOP Warrants

 

 

London, UK -  28 September 2023: Shield Therapeutics plc (LSE: STX), a
commercial stage pharmaceutical company, announces a proposed equity
fundraising by way of the Subscription and Placing of new Ordinary Shares to
raise approximately £5.0m in aggregate at the Issue Price, being a price per
share of 8.0 pence and the REX Retail Offer to existing retail shareholders of
the Company at the Issue Price using the REX offering platform (together, the
"Equity Fundraising"). For the avoidance of doubt, neither the Subscription
nor the REX Retail Offer is part of the Placing and any new Ordinary Shares
issued in connection with the Subscription and/or the REX Retail Offer are not
Placing Shares (as defined below). The Company is also pleased to announce
that it has secured a US$20m senior secured debt facility from SWK (the "SWK
Financing"), a life science-focused specialty finance company catering for
small and mid-sized commercial-stage companies.  The aggregate net proceeds
from the Equity Fundraising, together with the SWK Financing, will be used by
Shield to further invest in US commercial activities with the goal to
accelerate the launch curve and increase the net sales price for Accrufer®,
provide additional working capital for the build-up of inventories and
receivables, and allow the Company to repay the outstanding balance of US$5.7m
on the Existing AOP Loan.

 

The Issue Price for the New Shares to be issued pursuant to the Equity
Fundraising of 8.0 pence per share represents a discount of approximately 17.9
per cent. to the closing price per Ordinary Share on 27 September 2023 (being
the latest practicable date prior to this Announcement).  The Equity
Fundraising and the Warrants to be issued to SWK will utilise the entire
shareholder authorities to issue shares (other than on a pre-emptive basis)
which were obtained pursuant to Resolution 11 at the Shield Annual General
Meeting held on 28 June 2023.

 

Shield continues to believe that Accrufer® has the potential to generate
significant free cash flow for the Group with a net product revenue in the US
alone estimated by management to have the potential of exceeding US$120m by
2025, with further upside from royalty and milestone revenue with the Group
also expected to turn cash flow positive by year-end in 2024 (subject in each
case to achievement of Company forecasts).  Nearer term, in FY23 Shield is
estimating an 80% growth in Accrufer® prescriptions in Q3 '23 to around
28,000 compared to 15,808 in Q2 '23 and 10,476 in Q1 '23.  Total Accrufer®
prescriptions in 2023 are expected to be between 100,000 and 130,000.

 

Shield has today also issued its unaudited interim results for the six months
ended 30 June 2023.  Revenues and other income in the period were US$8.6m (H1
'22:US$2.6m) driven by a 118% increase in net product revenue from Accrufer®
sales in the US to US$3.7m (H1 '22: US$1.7m).  Other income was US$4.3m which
represents the remainder of the US$5.0m upfront payment from Viatris Inc.
 The net average sales price of Accrufer® was US$119 in H1' 23 compared to
US$124 in H2 '22.  Cash and cash equivalents at 30 June 2023 were US$13.6m
(H1 '22: US$3.4m) and monthly average cash burn in H1' 23 was US$3.3m (H1 '22:
US$2.3m).

 

Background to and reasons for the SWK Financing and the Equity Fundraising

 

An estimated 20 million people in the US have anemia 1  with 13.4 million
prescriptions a year, the majority of which are over the counter iron
therapies.  Shield estimates that the total available US market opportunity
it is targeting is some US$2.3 billion.  80% of prescriptions are written by
Women's Health and General Practitioners with unsatisfied market demand driven
by gastrointestinal related adverse events with up to 70% of people taking
traditional oral iron reporting gastrointestinal issues and up to 60% of
patients will discontinue treatment due to adverse reactions as well as
minimal efficacy.  Further, Shield believes there has been little to no
innovation among oral iron therapies over the past decade.

 

The Company entered into a collaboration agreement with Viatris in December
2022, and between January and May 2023 the new 100 person combined commercial
team was recruited, hired and trained.  Over the last two months of H1 '23,
this sales team has been targeting 12,000 of the top prescribing health care
providers and has refreshed Accrufer®'s brand positioning.  Shield has also
put in place a commercial advisory board which is enhancing key opinion leader
connections.

 

The table below highlights actual and estimated forecast prescriptions between
Q1 '22 and Q3 '23:

 

 Q1 '22 (A)  Q2 '22 (A)  Q3 '22 (A)  Q4'22 (A)  Q1'23 (A)  Q2 '23 (A)  Q3 '23 (F)
 2,820       5,794       7,317       9,249      10,476     15,808      28,454

 

Shield is also encouraged by other strong key performance indicators showing
the early impact of the expanded commercial team.  There has been an average
monthly growth in prescriptions of 26% per month from May to August 2023 and
first-time prescription writers increased by 157%, new prescriptions increased
by 63% and repeat writers increased by 73% in Q2 '23 as compared to the
corresponding figures in Q1 '23.

 

Commercial expansion following the entering into of the collaboration with
Viatris was completed in May 2023 and Shield has been delivering substantial
and sequential Accrufer® prescription growth.  Momentum continues to build
with a 50% sequential increase in Accrufer® prescriptions in the US in Q2 '23
as compared to Q1 '23 and Shield is anticipating an 80% increase in Q3 '23 US
prescriptions as compared to Q2 '23 based on management's latest estimates.
The Company is also pleased to report that, as at 1 September 2023, total
lives with Accrufer® coverage now amount to 123 million with the addition of
Medicaid programs in California and New York.  The Directors believe that
total US Accrufer® prescriptions in FY'23 will grow to be between 100,000 and
130,000 with significant growth expected in 2024 and 2025, as expanded on
further below.

 

The average net selling price in the first half of 2023 declined slightly
relative to H2 2022 at $119 per prescription (H2: 2022 $124).  Shield has
identified multiple opportunities to evolve the net selling price to the
targeted $220-240 revenue per prescription by 2025.  First, Shield plans to
modify the existing patient access program whereby physicians will need to
submit a prior authorization to payers in order for patients to potentially
access the preferred cash price, which is available for patients not covered
by insurance.  Second, Shield in conjunction with Viatris plans to hire a
Field Access Team to help support physician offices with prior
authorizations.  Field Access Teams are very prevalent in the US with a
number of companies, and having a Field Access Team allows the sales team to
continue promoting the drug and generating demand, while this new team is 100%
focused on HCP support with prior authorizations.   The combination of these
two action items is expected to significantly increase overall prior
authorization submissions, resulting in an increase of paid/reimbursed
prescriptions for the company and increasing the net sales price per
prescription.

 

Funding sources and use of proceeds

 

The maximum gross proceeds of the Equity Fundraising and the SWK Financing are
approximately US$27.4m comprising up to approximately £6.1m (US$7.4m) from
the Equity Fundraising and US$20m from the SWK Financing.

 

The net proceeds of the Equity Fundraising (excluding the REX Retail Offer)
and the SWK Financing are expected to be used in the following approximate
amounts:

 

1)    US$11m in commercial investment to accelerate initiatives to improves
gross to net discounts;

2)    US$10m for working capital including expected build up in inventories
and receivables; and

3)    US$5.7m to repay the Existing AOP Loan and release security rights
over IP rights.

 

Any net proceeds raised pursuant to the REX Retail Offer are expected to be
applied across items 1) and 2) above as will the US$0.4m that the Company will
receive from the exercise of the AOP Warrants.

 

The Future Outlook for Accrufer® and other guidance

 

The Company's confidence in the potential for Accrufer® remains very high
with Shield's management continuing to target strong growth in market share
year on year between 2023 and 2025.  An approximate 1.0% market share in 2023
is expected by management to rise to 2.9% in 2024 and 4.3% in 2025 which
equates to estimated annual prescriptions in the US of between 100,000 and
130,000 in 2023, greater than 350,000 in 2024 and greater than 500,000 in
2025.  In respect of net revenue per prescription which was US$119 in H1 '23,
in light of the various strategies outlined above Shield is expecting to see a
modest increase by year-end 2023 and then an acceleration in gross to net
discount improvements with an estimated average net sales price of
US$220-US$240 (30 days supply) by 2025 equating to approximately a 60% gross
to net discount.

 

This trajectory in growth in prescription numbers and gross to net discounts
(if achieved) would drive significant growth in net product revenues by 2025
when US Accrufer® sales alone could exceed US$120m with further upside for
the Group from royalty and milestones.  Shield's gross margin on Accrufer®
net revenues is expected by management to be in excess of 45% by 2025 based on
(i) Viatris' share of US net product revenue; (ii) manufacturing costs,
warehousing and shipping; and (iii) the royalty obligation of 5.0% to Vitra
Pharmaceuticals (the original owner of the ferric maltol intellectual
property).  Further, based on the Company's own estimates, Shield is expected
to turn cash flow positive in Q4 2024.

 

Annual operating expenses for Shield are expected to be between US$42m and
US$50m in 2023 and are expected to remain approximately at this level until
the year ending 31 December 2025 assuming Accrufer® prescriptions and
revenues build as indicated above.  The costs of servicing interest and
principal amortization, commencing in Q4 2025, on the SWK Financing (based on
current 12-month SOFR) will be around US$3m in 2024 and US$4m in 2025.  No
increase in annual interest charges is assumed in the Company's statement that
it expects to turn cash flow positive in Q4 2024 (based on its own estimates).

 

Finally, Shield expects to see continued steady increases in royalties from
sales of Feraccru by Norgine in 2023 and beyond and continues to evaluate
further partnerships in selected geographies.

 

Details of the Placing, the Subscription and the REX Retail Offer

 

The Directors gave careful consideration to the structure of the Equity
Fundraising and concluded that the Placing, together with the Subscription and
the REX Retail Offer, was the most suitable option available to the Company
and its Shareholders at this time.

 

The Placing will be made available to certain eligible existing institutional
shareholders and certain new institutional and other investors to raise gross
proceeds of approximately £3.3m.

 

AOP, a major shareholder of the Company, has indicated it intends to subscribe
for up to 21,012,552 new Ordinary Shares at the Issue Price pursuant to the
Subscription, meaning the gross proceeds of the Subscription will be
approximately £1.7m.  This is in addition to the exercise of warrants by AOP
referred to below.

 

Peel Hunt and Cavendish are acting as joint bookrunners, and Peel Hunt is
acting as nominated adviser, to the Company in connection with the Placing.
The placing of such number of new Ordinary Shares as are conditionally
subscribed for pursuant to the Placing will be conducted by way of an
accelerated bookbuild, which will be launched immediately following this
Announcement, in accordance with the terms and conditions set out in Appendix
I to this Announcement.

 

The final number and allocation of Placing Shares will be agreed by Peel Hunt,
Cavendish and the Company at the close of the Bookbuild and the result will be
announced as soon as practicable thereafter. It is envisaged that the
Bookbuild will be closed no later than 6.00 p.m. on the date of this
Announcement.

 

The maximum gross proceeds of the Placing, the Subscription and the REX Retail
Offer in aggregate are expected to be up to approximately £6.1m.  No part of
the Equity Fundraising is underwritten.

 

Neither the Subscription Shares nor the Placing Shares are being made
available to the public and are only available to Relevant Persons.

 

A further announcement will be made following the close of the Bookbuild,
confirming the result of the Placing.

 

The Placing is being made available to institutional investors and is not
being made available to the public. The Company also considers it important
that existing retail shareholders have an opportunity (where it is practicable
for them to do so) to participate in, to the extent possible, the Equity
Fundraising on equivalent terms and conditions to the Placing.  Accordingly,
the Company is offering existing retail shareholders the opportunity to
participate through the REX Retail Offer.  A separate announcement will be
made by the Company regarding the REX Retail Offer shortly after the release
of this Announcement. For the avoidance of doubt, the REX Retail Offer does
not form part of the Placing.

 

The Placing Agreement

 

The Placing, the Subscription and the REX Retail Offer are conditional upon
the Placing Agreement becoming unconditional and not having been terminated in
accordance with its terms. The Placing Agreement is conditional, amongst other
things, upon the following:

 

·             The Loan Agreement in relation to the SWK Financing
having been duly executed and not having lapsed or been terminated, and having
become unconditional in accordance with its terms;

·             the Company having complied with its obligations
and having satisfied all conditions under the Placing Agreement, which fall to
be performed on or satisfied prior to Admission; and

·             Admission occurring by no later than 8.00 a.m. on 4
October 2023 or such later time and date (being not later than 8.00 a.m. on 13
October 2023) as the Joint Bookrunners and the Company may agree.

 

If the conditions set out above are not satisfied or waived (where capable of
waiver), the Placing, the Subscription and the REX Retail Offer will lapse,
and the New Shares will not be allotted and issued, and no monies will be
received by the Company from investors in respect of the Equity Fundraising.
 The condition relating to Admission cannot be waived by the Joint
Bookrunners and the Company.

 

Pursuant to the terms and subject to the conditions of the Placing Agreement,
the Joint Bookrunners, as agents for the Company, have severally (and not
jointly or jointly and severally) agreed to use their reasonable endeavours to
procure Placees to subscribe for the Placing Shares, at the Issue Price. The
Placing Agreement is conditional upon, amongst other things, the conditions
set out above.

 

The Placing Agreement contains customary warranties given by the Company in
favour of the Joint Bookrunners in relation to, amongst other things, the
accuracy of the information in this document and other matters relating to the
Group and its business. In addition, the Company has agreed to indemnify the
Joint Bookrunners (and certain of their affiliates) in relation to certain
liabilities which they may incur in respect of the Placing, the REX Retail
Offer and the Subscription.

 

Each of the Joint Bookrunners has the right to terminate its obligations under
the Placing Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties or if the Placing
Agreement does not become unconditional, the Joint Bookrunners may terminate
their obligations under the Placing, in which case the Equity Fundraising will
terminate, and the New Shares will not be issued.

 

Related party transaction

 

The subscription for up to 21,012,552 Subscription Shares by AOP pursuant to
the Subscription will constitute a related party transaction in accordance
with Rule 13 of the AIM Rules for Companies by virtue of AOP being a
substantial shareholder in the Company. The AOP Independent Directors
consider, having consulted with the Company's nominated adviser, Peel Hunt,
that the terms of AOP's proposed participation in the Subscription are fair
and reasonable insofar as the shareholders of the Company are concerned.

 

Additional details on the SWK Financing

 

Shield has entered into a Loan Agreement in connection with the SWK Financing
pursuant to which Shield has, conditional inter alia on Shield repaying the
Existing AOP Loan and lien release on IP rights and satisfaction of other
customary conditions precedent for a transaction of this nature, obtained a
commitment from SWK to fund a US$20m term loan with a maturity date of 28
September 2028.  The first nine quarters following closing will be interest
only periods and the interest rate will accrue interest at an initial margin
of 9.25% plus the greater of: i) 3-Month CME Term SOFR ("SOFR"); and ii)
5.0%.  Interest will be calculated on the basis of a 360-day year and paid in
cash with the first payment due in Q4 2023.  Shield is required to pay SWK a
1.0% origination fee on the value of the term loan and a final payment fee of
6.0%.  Post the interest only period of nine quarters, quarterly payments of
US$1m will be due for capital repayment.  The SWK Financing will be secured
by way of perfected first-lien interest in substantially all existing and
future assets, including intellectual property, subject to the release of the
AOP's lien on IP rights in connection with the Existing AOP Loan.  Financial
covenants apply with minimum revenue targets and minimum liquidity of no less
than the greater of i) trailing one quarter of cash burn or ii) US$2.5m.
Warrants over  8,910,540  new Ordinary Shares will be issued to SWK with an
expiration date of six years after closing and a strike price of 11.1p per
Ordinary Share.  The table below details the minimum revenue covenants:

 

 Trailing Four Fiscal Quarters (i.e., 12 months) Ended  Minimum Group Revenue
 Q3'23                                                  US$8.5m
 Q4'23                                                  US$14.5m
 Q1'24                                                  US$22.5m
 Q2'24                                                  US$31.5m
 Q3'24                                                  US$38.9m
 Q4'24 and each fiscal quarter thereafter               US$45.7m

 

In the event of the breach of a minimum revenue covenant, Shield can avoid
default by raising equity or subordinate capital equal to, or greater than,
200% of the breach.  Shield has a period of 40 days from the date of breach
to evidence to SWK the raising of sufficient capital to cure such breach.
Shield can utilise this cure route three times over the life of the facility
and not more than twice in any 12-month period.

 

The SWK Financing is not conditional on completion of the Equity Fundraising.

 

Exercise of AOP Warrants

 

As announced on 13 December 2022, the Company granted AOP warrants to
subscribe for 5,147,754 new Ordinary Shares at an exercise price of 6.75p per
Ordinary Share (the "AOP Warrants"). AOP has notified the Company of its
intention to exercise all of the AOP Warrants, for an aggregate exercise price
of £347,473.40, conditional on the admission of (i) the Placing and
Subscription Shares, and (ii) such number of REX Retail Offer Shares to be
issued pursuant to the REX Retail Offer, to trading on AIM becoming effective
by means of the issue by London Stock Exchange of a dealing notice under Rule
6 of the AIM Rules.

 

Immediately prior to the Equity Fundraising and the exercise of the AOP
Warrants, AOP held 40.031% of the voting rights of the Company.  The
Subscription and the exercise of the AOP Warrants shall not result in AOP
holding more than 40.031% of the voting rights of the Company upon Admission.

 

This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing in
Appendix I to this Announcement.

 

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

 

Unless otherwise indicated, capitalised terms in this Announcement have the
meaning given to them in the definitions section included in Appendix II.

 

The ticker for the Company's Ordinary Shares is STX. The Company's LEI is
213800G74QWY15FC3W71.

 

An exchange rate of £1:US$1.2136 has been used in relation to the Equity
Fundraising in this Announcement.

 

Enquiries:

 

 Shield Therapeutics plc                                      +44 (0) 191 511 8500
 Greg Madison, (CEO)

 Hans-Peter Rudolf, (CFO)

 Peel Hunt LLP - Nominated Adviser, Joint Broker and Bookrunner                                              +44 (0) 20 7148 8900
 James Steel / Patrick Birkholm (Investment Banking)
 Sohail Akbar / Jock Maxwell Macdonald (ECM)

 Cavendish Capital Markets Ltd - Joint Broker and Bookrunner                +44 (0) 20 7220 0563
 Geoff Nash / George Dollemore (Corporate Finance)
 Nigel Birks / Harriet Ward (ECM)

 Walbrook PR - Financial PR & IR Adviser                                              +44 (0) 20 7933 8780
 Paul McManus / Lianne Applegarth / Alice Woodings            or Shield@walbrookpr.com

 

 

About Accrufer®/Feraccru®

 

Accrufer®/Feraccru® (ferric maltol) is a novel, stable, non-salt based oral
therapy for adults with iron deficiency, with or without anemia.
Accrufer®/Feraccru® has a novel mechanism of action compared to other oral
iron therapies and has been shown to be an efficacious and well-tolerated
therapy in a range of clinical trials. More information about
Accrufer®/Feraccru®, including the product label, can be found at:
www.accrufer.com and www.feraccru.com

 

About Shield Therapeutics plc

 

Shield is a commercial stage specialty pharmaceutical company with a focus on
addressing iron deficiency with its lead product Accrufer®/Feraccru® (ferric
maltol). The Group has launched Accrufer® in the US and Feraccru® is
commercialized in the UK and European Union by Norgine B.V., who also have the
marketing rights in Australia and New Zealand.  Shield also has an exclusive
license agreement with Beijing Aosaikang Pharmaceutical Co., Ltd., for the
development and commercialization of Accrufer®/Feraccru® in China, Hong
Kong, Macau and Taiwan, with Korea Pharma Co., Ltd. in the Republic of Korea,
and with KYE Pharmaceuticals Inc. in Canada.

 

Accrufer®/Feraccru® has patent coverage until the mid-2030s.

 

Accrufer®/Feraccru® are registered trademarks of the Shield Group

 

IMPORTANT NOTICES AND DISCLAIMER

 

This announcement including its appendices (together, this "Announcement") and
the information contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which publication, release or distribution
would be unlawful. This Announcement is for information purposes only and does
not constitute an offer to sell or issue, or the solicitation of an offer to
buy, acquire or subscribe for shares in the capital of the Company in the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction where to do so would be unlawful. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. This Announcement has not been approved by London
Stock Exchange or by any other securities exchange.

 

The New Shares, 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, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares are being offered
and sold by the Company outside the United States in offshore transactions as
defined in, and pursuant to, Regulation S under the Securities Act.

 

The New Shares may not be publicly offered, sold or marketed, directly or
indirectly, in or into Switzerland within the meaning of the Swiss Financial
Services Act of 15 June 2018, as amended ("FinSA"), except to (i) any investor
that qualifies as a professional client or institutional client within the
meaning of the FinSA, or (ii) in any other circumstances falling within
Article 36 of the FinSA, provided, in each case, that no such offer of New
Shares shall require the publication of a prospectus pursuant to the FinSA.
The New Shares have not been and will not be admitted to trading on any
trading venue in Switzerland. Neither this announcement nor any other
marketing material relating to the New Shares or the Equity Fundraising
constitutes a prospectus within the meaning of the FinSA. This announcement
has not been and will not be filed with, or reviewed or approved by, a Swiss
review authority, and does not comply with the disclosure requirements
applicable to a prospectus within the meaning of the FinSA. Neither this
announcement nor any other marketing material relating to the New Shares or
the Equity Fundraising may be distributed or otherwise made available in
Switzerland in a manner which would require the publication of a prospectus in
Switzerland pursuant to the FinSA.

 

This announcement is being directed to persons in the United Kingdom only in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.

 

This announcement is for information purposes only and is directed only at
persons who are: (1) in Member States of the European Economic Area, qualified
investors as defined in article 2(e) of the Prospectus Regulation (EU)
2017/1129 (the "EU Prospectus Regulation"); (2) in the United Kingdom,
qualified investors as defined in article 2(e) 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 ("EUWA") (the "UK Prospectus Regulation"),
who (A) fall within article 19(5) ("investment professionals") of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (B) fall within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order; or (3) are
persons to whom it may otherwise be lawfully communicated; (all such persons
together being referred to as "Relevant Persons"). This announcement and the
terms and conditions set out herein must not be acted on or relied on by
persons who are not relevant persons. Persons distributing this announcement
must satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement and the terms and conditions
set out herein relates is available only to relevant persons and will be
engaged in only with relevant persons.

 

The New Shares have not been approved, disapproved or recommended by the US
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
New Shares. Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, Australia, Canada, Japan or
the Republic of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States, Australia, Canada, Japan
or the Republic of South Africa.

 

No public offering of securities is being made in the United Kingdom, the
United States or any other jurisdiction. Offers of the New Shares will either
be made pursuant to an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation (as such terms are defined above) from the requirement
to produce a prospectus or otherwise in circumstances not resulting in an
offer of transferable securities to the public under section 102B of FSMA.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Directors or the Company, or by any of its or their respective
partners, employees, advisers, 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 therefor is expressly disclaimed.

 

This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the EUWA ("UK MAR"), encompassing information relating to the
Placing described above, and is disclosed in accordance with the Company's
obligations under Article 17 of UK MAR. In addition, market soundings (as
defined in UK MAR) were taken in respect of the Placing with the result that
certain persons became aware of inside information, as permitted by UK MAR.
This inside information is set out in this Announcement. Therefore, upon
publication of this announcement, those persons that received such inside
information in a market sounding are no longer in possession of such inside
information relating to the Company and its securities.

 

Peel Hunt, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority is acting as nominated adviser and joint
bookrunner to the Company and no one else in connection with the Placing and
is not acting for and will not be responsible to any person other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Placing. Peel Hunt's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to London Stock Exchange and are not owed to the Company or to any
Director or to any other person in respect of his decision to acquire shares
in the Company in reliance on any part of this Announcement.

 

Cavendish, which is authorised and regulated by the FCA for the conduct of
regulated activities in the United Kingdom, is acting as joint bookrunner to
the Company and no one else in connection with the Placing and is not acting
for and will not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing.

 

Except as required under applicable law, neither Peel Hunt, Cavendish nor any
of their directors, officers, partners, members, employees, advisers,
affiliates or agents assume or accept any responsibility whatsoever for the
contents of the information contained in this Announcement or for any other
statement made or purported to be made by or on behalf of Peel Hunt, Cavendish
or any of their affiliates in connection with the Company, the New Shares or
the Placing.  Peel Hunt, Cavendish and each of their directors, officers,
partners, members, employees, advisers, affiliates and agents accordingly
disclaim all and any responsibility and liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Peel Hunt,
Cavendish or any of their directors, officers, partners, employees, advisers,
affiliates or agents as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.

 

The distribution of this Announcement and/or the Equity Fundraising in certain
jurisdictions may be restricted by law. No action has been taken by the
Company, Peel Hunt, Cavendish or any of their respective affiliates that
would, or which is intended to, permit an offering of the New Shares in any
jurisdiction or result in the possession or distribution of this Announcement
or any other offering or publicity material relating to New Shares in any
jurisdiction where action for that purpose is required.

 

This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Equity Fundraising. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance.   The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each investor or
prospective investor should consult with his or her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.

 

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

 

Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended, as it forms part of UK domestic law by virtue of the EUWA ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II, as amended, as it forms part of UK domestic law by
virtue of the EUWA; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of: (a) retail investors; (b) investors
who meet the criteria of professional clients; and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The 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, Peel Hunt and
Cavendish 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 or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares.

 

Forward Looking Statements

 

This Announcement contains "forward-looking statements" which include all
statements (other than statements of historical facts) including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, and any statements
preceded by, followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would", "could"
or similar expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules for
Companies.

 

APPENDIX I  - TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY
AND IS DIRECTED ONLY AT PERSONS WHO ARE (1) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF
IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) 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 (A) FALL WITHIN ARTICLE 19(5) ("INVESTMENT
PROFESSIONALS") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED; OR (4) IF IN SWITZERLAND, A "PROFESSIONAL CLIENT" OR AN
"INSTITUTIONAL CLIENT" WITHIN THE MEANING OF THE SWISS FINANCIAL SERVICES ACT
OF 15 JUNE 2018, AS AMENDED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

 

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR
THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

The New Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from the registration requirements
of the US Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There will be no public
offer of the securities mentioned herein in the United States.

 

This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which such release
publication or distribution would be unlawful.

 

The distribution of this Announcement and/or the Placing and/or the issue of
the New Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, agents directors, officers or employees that would
permit an offer of the New Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such New
Shares and/or the Placing in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement or any such other
offering or publicity material comes are required by the Company and the Joint
Bookrunners to inform themselves about and to observe any such restrictions.

 

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, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction in which the same
would be unlawful. No public offering of the New Shares is being made 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, the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Shares and the New 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 or the Republic of
South Africa. Accordingly, the New Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold, pledged, taken
up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom the European
Economic Area ("EEA"), and Switzerland.

 

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

 

By participating in the Bookbuild and/or the Placing, each Placee will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.

 

In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges, inter alia¸ that:

 

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

 

2.            in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:

 

(a)               it is a Qualified Investor within the meaning
of Article 2(e) of the UK Prospectus Regulation; and

 

(b)               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 the United Kingdom other than Qualified
Investors or in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer or resale; or

 

(ii)          where Placing Shares have been acquired by it on behalf
of persons in the United Kingdom other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the UK Prospectus Regulation
as having been made to such persons;

 

3.            in the case of a Relevant Person in a member state of
the EEA (each, a "Relevant Member State") who acquires any Placing Shares
pursuant to the Placing:

 

(a)               it is a Qualified Investor within the meaning
of Article 2(e) of the EU Prospectus Regulation; and

 

(b)               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 EU
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 Relevant Member State other than Qualified
Investors or in circumstances in which the prior consent of the Joint
Bookrunners have been given to the offer or resale; or

 

(ii)          where Placing Shares have been acquired by it on behalf
of persons in any Relevant Member State 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;

 

4.            in the case of a Relevant Person in Switzerland who
acquires any Placing Shares pursuant to the Placing, it is a "professional
client" or an "institution client" within the meaning of the Swiss Financial
Services Act of 15 June 2018, as amended;

 

5.            it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment discretion
and has the authority to make and does make the representations, warranties,
indemnities, acknowledgements, undertakings and agreements contained in this
Announcement;

 

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

 

7.            except as otherwise permitted by the Company and
subject to any available exemptions from applicable securities laws, it (and
any person on whose account it is acting, as referred to in paragraph 5 above)
is located outside the United States and is acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with, Regulation S
under the US Securities Act ("Regulation S"); and

 

8.            it has not offered, sold or delivered and will not
offer to sell or deliver any of the Placing Shares to persons within the
United States, directly or indirectly; neither it, its affiliates, nor any
persons acting on its behalf, have engaged or will engage in any directed
selling efforts (as defined in Regulation S) with respect to the Placing
Shares; and it is not taking up the Placing Shares for resale in or into the
United States.

 

No prospectus

 

The Placing Shares are being offered to a limited number of specifically
invited persons only and the Placing Shares will not be offered in such a way
as to require any prospectus or other offering document to be published. No
prospectus or other offering document has been or will be submitted to be
approved by the FCA or any other regulatory authority in relation to the
Placing or the New Shares and Placees' commitments will be made solely on the
basis of their own assessment of the Company, the Placing Shares and the
Placing based on the information contained in this Announcement, the
announcement of the closing of the Placing (the "Results Announcement")
(together, the "Placing Documents") and any other information publicly
announced through a regulatory information service ("RIS") by or on behalf of
the Company on or prior to the date of this Announcement (the "Publicly
Available Information") and subject to any further terms set forth in the
contract note sent to individual Placees.

 

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

 

Details of the Placing Agreement and the Placing Shares

 

The Joint Bookrunners are acting as joint bookrunners and brokers in
connection with the Placing and have today entered into the Placing Agreement
with the Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, the Joint Bookrunners, as agents for and on
behalf of the Company, have severally (and not jointly or jointly and
severally) agreed to use their respective reasonable endeavours to procure
Placees for the Placing Shares at the Issue Price.

 

Further details of the placing procedure and terms on which the Placing Shares
are being offered are set out below.

 

No element of the Placing is being underwritten.

 

The Placing Shares will, when issued, be credited as fully paid up and will be
issued subject to the Company's articles of association and rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid on or in respect
of the Ordinary Shares after the date of issue of the Placing Shares, and will
on issue be free of all claims, liens, charges, encumbrances and equities.

 

Application for Admission

 

Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for Admission.

 

It is expected that Admission of the Placing Shares will occur at or before
8.00 a.m. on 4 October 2023 (or such later time and/or date as the Joint
Bookrunners may agree with the Company) and that dealings in the Placing
Shares on AIM will commence at that time.

 

Bookbuild

 

The Joint Bookrunners will today commence the Bookbuild to determine demand
for Placing Shares by Placees. This Announcement gives details of the terms
and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid by Placees in respect of any Placing Shares.

 

The Joint Bookrunners shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their absolute discretion
following consultation with the Company, determine.

 

Participation in, and principal terms of, the Placing

 

1.            The Joint Bookrunners are arranging the Placing
severally, and not jointly, or jointly and severally, as joint bookrunners,
brokers and placing agents of the Company. Participation in the Placing will
only be available to persons who may lawfully be, and are, invited to
participate by either of the Joint Bookrunners. Each of the Joint Bookrunners
may itself agree to be a Placee in respect of all or some of the Placing
Shares or may nominate any member of its group to do so.

 

2.            The number of Placing Shares will be agreed by the
Joint Bookrunners and the Company following completion of the Bookbuild. The
number of Placing Shares to be issued will be announced on an RIS following
the completion of the Bookbuild via the Results Announcement.

 

3.            To participate in the Bookbuild, prospective Placees
should communicate their bid orally by telephone or in writing to their usual
sales contact at the relevant Joint Bookrunner. Each bid should state the
number of Placing Shares which the prospective Placee wishes to subscribe for
at the Issue Price. The Joint Bookrunners reserve the right not to accept bids
or to accept bids in part rather than in whole. The acceptance of the bids
will be at the Joint Bookrunners' absolute discretion, subject to agreement
with the Company.

 

4.            The Bookbuild is expected to close no later than 4.00
p.m. on the date of this Announcement but may be closed earlier or later at
the sole discretion of the Joint Bookrunners. The Joint Bookrunners may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed. The Company reserves the right (upon the agreement of the Joint
Bookrunners) to increase or reduce the number of Placing Shares to be issued
pursuant to the Placing, in its absolute discretion.

 

5.            Allocations of the Placing Shares will be determined
by the Joint Bookrunners and the Company. Allocations in respect of the
Placing Shares will be confirmed orally by the Joint Bookrunners and a
contract note will be despatched as soon as possible thereafter. A Joint
Bookrunner's oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Joint Bookrunners and the Company, on the terms and
conditions set out in this Appendix and in accordance with the Company's
articles of association to subscribe for such number of Placing Shares as are
confirmed by the Joint Bookrunners and to pay in cleared funds an amount equal
to the  product of the Issue Price and the number of Placing Shares for which
such Placee has agreed to subscribe. Except with the relevant Joint
Bookrunner's consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted.

 

6.            As set out above, each Placee's allocation and
commitment will be evidenced by a contract note issued to such Placee by the
relevant Joint Bookrunner. The terms of this Appendix will be deemed
incorporated in that contract note.

 

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

 

8.            All obligations under the Bookbuild and/or the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under 'Conditions of the Placing' and to the
Placing not being terminated on the basis referred to below under 'Right to
terminate under the Placing Agreement'.

 

9.            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 be capable of rescission or
termination by the Placee.

 

10.          To the fullest extent permissible by law and the
applicable rules of the FCA, neither the Joint Bookrunners, nor the Company,
nor any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Joint Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing
or of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may determine.

 

11.          The Placing Shares will be issued subject to the terms
and conditions of this Announcement and each Placee's commitment to subscribe
for Placing Shares on the terms set out herein will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing and Placees will have no right to be consulted or require that their
consent be obtained with respect to the Company's or the Joint Bookrunners'
conduct of the Placing.

 

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

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The Joint
Bookrunners' obligations under the Placing Agreement are conditional on
customary conditions including, inter alia, (the "Conditions"):

 

 

1.               the Company having complied with all its
obligations and having satisfied all conditions under the Placing Agreement or
under the terms or conditions of the Placing, which fall to be performed or
satisfied on or prior to Admission;

 

2.               the warranties contained in the Placing
Agreement, being true, accurate and not misleading at the date of the Placing
Agreement (and remaining true, accurate and not misleading at any time between
such date and Admission) by reference to the facts then subsisting;

 

 

3.               the Loan Agreement having been duly executed,
not having lapsed or been terminated and having become unconditional in
accordance with its terms; and

 

4.               Admission occurring no later than 8.00 a.m. on
4 October 2023 (or such later time and/or date, not being later than 8.00 a.m.
on 13 October 2023, as the Joint Bookrunners may otherwise agree with the
Company).

 

The Joint Bookrunners (if they both agree) may, at their absolute discretion
and upon such terms as they think fit, waive compliance by the Company with
the whole or any part of certain of the Company's obligations in relation to
the Conditions or extend the time or date provided for fulfilment of certain
such Conditions in respect of all or any part of the performance thereof.
Certain Conditions including, inter alia¸ Admission taking place, may not be
waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.

 

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
the Joint Bookrunners by the relevant time or date specified (or such later
time or date as the Company and the Joint Bookrunners may agree); or (ii) the
Placing Agreement is terminated in the circumstances specified below under
'Right to terminate under the Placing Agreement', the Placing will not proceed
and the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it or on its behalf (or any person on whose behalf the
Placee is acting) in respect thereof.

 

Neither of the Joint Bookrunners, nor the Company, nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Placing, nor for any decision 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 the absolute
discretion of the Joint Bookrunners.

 

Right to terminate under the Placing Agreement

 

Each of the Joint Bookrunners is entitled, at any time on or before Admission,
to terminate its obligations under the Placing Agreement in accordance with
its terms in certain circumstances, including, inter alia, if at any time on
or before Admission:

 

1.            in the opinion of the Joint Bookrunners (acting in
good faith), the Company has breached any of its obligations under the Placing
Agreement; or

 

2.            in the opinion of the Joint Bookrunners (acting in
good faith), any of the warranties contained in the Placing Agreement has
become untrue, inaccurate or misleading (or would be untrue, inaccurate or
misleading if repeated at any time up to Admission) by reference to the facts
and circumstances then existing; or

 

3.            there has occurred, in the opinion of the Joint
Bookrunners (acting in good faith), a material adverse effect (whether or not
foreseeable at the date of the Placing Agreement); or

 

4.            there has been a breach of the Loan Agreement by any
party thereto or any party thereto has become entitled to terminate or rescind
the  Loan Agreement ; or

 

5.            the occurrence, in the opinion of the Joint
Bookrunners (acting in good faith), of certain force majeure events (including
material deterioration in, or material escalation in the response to, the
Covid-19 pandemic), which would, inter alia, in the opinion of the Joint
Bookrunners (acting in good faith), be likely to prejudice the success of the
Placing and/or Admission, or make it impractical to proceed with the Placing
and/or Admission.

 

Upon termination, such terminating Joint Bookrunner 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. If both Joint Bookrunners
terminate their obligations under the Placing Agreement, then the Placing
Agreement shall cease and terminate and the Placing will not proceed.

 

By participating in the Placing, each Placee agrees that (i) the exercise by
either of the Joint Bookrunners of any right of termination or of any other
discretion under the Placing Agreement shall be within the absolute discretion
of such Joint Bookrunner and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so exercise and
(ii) its rights and obligations terminate only in the circumstances described
above under 'Right to terminate under the Placing Agreement' and 'Conditions
of the Placing', and its participation will not be capable of rescission or
termination by it after oral confirmation by the Joint Bookrunners of the
allocation and commitments following the close of the Bookbuild.

 

Lock-up Arrangements

 

The Company has undertaken to the Joint Bookrunners that, between the date of
the Placing Agreement and 90 days after Admission, it will not, without the
prior written consent from the Joint Bookrunners, directly or indirectly,
offer, issue, lend, sell or contract to sell, issue options in respect of or
otherwise dispose of, or announce an offer or issue of any shares of the
Company (or any interest therein or in respect thereof) or any other
securities exchangeable or convertible into, or substantially similar to,
shares of the Company, or enter into any transaction with the same economic
effect as, or agree to do, any of the foregoing. However, this undertaking
shall not prevent or restrict the grant or exercise of options or other rights
related to shares of the Company and/or the issue of shares of the Company
pursuant to the exercise of options, in each case under employee share
incentive schemes where such schemes are in existence on the date of
Admission.

 

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

 

Placing Procedure

 

Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of Placing Shares will be notified to them on or around the
date of this Announcement (or such other time and/or date as the Company and
the Joint Bookrunners may agree).

 

Payment in full for any Placing Shares so allocated in respect of the Placing
at the Issue Price must be made by no later than 8:00 a.m. on 4 October 2023
(or such other date as shall be notified to each Placee by the Joint
Bookrunners). The Joint Bookrunners will notify Placees if any of the dates in
these terms and conditions should change, including as a result of delay in
Admission or otherwise.

 

Registration and Settlement

 

Settlement of transactions in the Placing Shares (ISIN: GB00BYV81293)
following Admission will take place within CREST, subject to certain
exceptions. The Joint Bookrunners reserve the right to require settlement for,
and delivery of, the Placing Shares (or any part thereof) to Placees by such
other means that they may deem necessary if 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.

 

Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a contract note in accordance with the
standing arrangements in place with the relevant Joint Bookrunner stating the
number of Placing Shares allocated to them at the Issue Price, the aggregate
amount owed by such Placee to the Joint Bookrunner and settlement
instructions. 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 in respect of the Placing Shares
that it has in place with the relevant Joint Bookrunner.

 

The Company will deliver the Placing Shares to a CREST account operated by the
relevant Joint Bookrunner as agent for the Company and the relevant Joint
Bookrunner will enter its delivery 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 Placing Shares to that Placee against payment.

 

It is anticipated that settlement in respect of the Placing Shares will take
place on 4 October 2023 on a delivery versus payment basis.

 

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 the Joint Bookrunners.

 

Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Joint Bookrunner 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 Joint Bookrunners' 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 will be required to bear any stamp duty or stamp duty
reserve tax or other taxes or duties (together with any interest or penalties)
imposed in any jurisdiction 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 contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued 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 stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), none of the Joint Bookrunners nor the Company shall be responsible
for payment thereof.

 

Representations, warranties, undertakings and acknowledgements

 

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Joint Bookrunners (in their
capacity as Joint Bookrunners and placing agents of the Company in respect of
the Placing) and the Company, in each case as a fundamental term of their
application for Placing Shares, the following:

 

General

 

1.               it has read and understood this Announcement in
its entirety and its subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein and it has
not relied on, and will not rely on, any information given or any
representations, warranties or statements made at any time by any person in
connection with the Placing, the Company, the Placing Shares, Admission or
otherwise other than the information contained in the Placing Documents and
the Publicly Available Information;

 

2.               the person whom it specifies for registration
as holder of the Placing Shares will be (a) itself or (b) its nominee, as the
case may be. None of the Joint Bookrunners nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax or other similar
taxes or duties imposed in any jurisdiction (including interest and penalties
relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on
behalf of such Placee agrees to indemnify the Company and the Joint
Bookrunners on an after-tax basis in respect of any Indemnified Taxes;

 

3.               neither the Joint Bookrunners nor any of their
respective affiliates, agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person (other than the relevant Joint
Bookrunner) in connection with the Placing;

 

4.               time is of the essence as regards its
obligations under this Announcement;

 

5.               any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to the Joint Bookrunners;

 

No distribution of Announcement

 

6.               it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such materials to any person;

 

No prospectus

 

7.               no prospectus or other offering document is
required under the UK Prospectus Regulation or the EU Prospectus Regulation,
nor will one be prepared in connection with the Bookbuild, the Placing or the
Placing Shares and it has not received and will not receive a prospectus or
other offering document in connection with the Bookbuild, the Placing or the
Placing Shares;

 

Purchases by Joint Bookrunners for their own account

 

8.               in connection with the Placing, the Joint
Bookrunners and any of their affiliates acting as an investor for its own
account may subscribe for Placing Shares in the Company and in that capacity
may retain, purchase or sell for its own account such Placing Shares in the
Company and any securities of the Company or related investments and may offer
or sell such securities or other investments otherwise than in connection with
the Placing. Accordingly, references in this Announcement to the Placing
Shares being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to each of the Joint
Bookrunners or any of their affiliates acting in such capacity;

 

9.               each of the Joint Bookrunners and their
affiliates may enter into financing arrangements and swaps with investors in
connection with which each of the Joint Bookrunners and any of their
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares;

 

10.             the Joint Bookrunners do not intend to disclose
the extent of any investment or transactions referred to in paragraphs 8 and 9
above otherwise than in accordance with any legal or regulatory obligation to
do so;

 

No fiduciary duty or client of the Joint Bookrunners

 

11.             the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;

 

12.             its participation in the Placing is on the basis
that it is not and will not be a client of any of the Joint Bookrunners in
connection with its participation in the Placing and that the Joint
Bookrunners have no duties or responsibilities to it for providing the
protections afforded to their respective clients or customers or for providing
advice in relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of their respective rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;

 

No responsibility of the Joint Bookrunners for information

 

13.             the content of this Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Joint Bookrunner nor their
respective affiliates, agents, directors, officers or employees nor any person
acting on behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, this Announcement, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in this Announcement, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;

 

Reliance on information regarding the Placing

 

14.

(a)               the only information on which it is entitled
to rely and on which such Placee has relied in committing itself to subscribe
for Placing Shares is contained in this Announcement, or any Publicly
Available Information (save that in the case of Publicly Available
Information, a Placee's right to rely on that information is limited to the
right that such Placee would have as a matter of law in the absence of this
paragraph 14(a)), such information being all that such Placee deems necessary
or appropriate and sufficient to make an investment decision in respect of the
Placing Shares;

 

(b)               it has neither received nor relied on any
other information given, or representations, warranties or statements, express
or implied, made, by any of the Joint Bookrunners or the Company nor any of
their respective affiliates, agents, directors, officers or employees acting
on behalf of any of them (including in any management presentation delivered
in respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of any information
contained in this Announcement, or the Publicly Available Information or
otherwise;

 

(c)               none of the Joint Bookrunners, nor the
Company, nor any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has provided, nor
will provide, it with any material or information regarding the Placing Shares
or the Company or any other person other than the information in the Placing
Documents or the Publicly Available Information; nor has it requested any of
the Joint Bookrunners, the Company, any of their respective affiliates or any
person acting on behalf of any of them to provide it with any such material or
information; and

 

(d)               none of the Joint Bookrunners or the Company
will be liable for any Placee's decision to participate in the Placing based
on any other information, representation, warranty or statement,

 

provided that nothing in this paragraph 14 excludes the liability of any
person for fraudulent misrepresentation made by that person;

 

Conducted own investigation and due diligence

 

15.             it may not rely, and has not relied, on any
investigation that the Joint Bookrunners, any of their affiliates or any
person acting on their behalf, may have conducted with respect to the Placing
Shares, the terms of the Placing or the Company, and none of such persons has
made any representation, express or implied, with respect to the Company, the
Placing, the Placing Shares or the accuracy, completeness or adequacy of the
information in this Announcement, the Publicly Available Information or any
other information;

 

16.             in making any decision to subscribe for Placing
Shares it:

 

(a)               has such knowledge and experience in financial
and business matters to be capable of evaluating the merits and risks of
subscribing for the Placing Shares;

 

(b)               will not look to the Joint Bookrunners for all
or part of any such loss it may suffer;

 

(c)               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 an investment in the Placing Shares;

 

(d)               is able to sustain a complete loss of an
investment in the Placing Shares;

 

(e)               has no need for liquidity with respect to its
investment in the Placing Shares;

 

(f)                has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares; and

 

(g)               has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and the terms of the Placing and has satisfied itself that the information
resulting from such investigation is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;

 

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

 

Capacity and authority

 

18.             it is subscribing for the Placing Shares for its
own account or for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
acknowledgements, representations and agreements contained in this
Announcement;

 

19.             it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it:

 

(a)               is duly authorised to do so and has full power
to make the acknowledgments, representations and agreements herein on behalf
of each such person; and

 

(b)               will remain liable to the Company and/or the
Joint Bookrunners for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person);

 

20.             it and any person acting on its behalf is entitled
to subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions that apply to it and that it has fully observed such
laws and regulations, has capacity and authority and is entitled to enter into
and perform its obligations as a subscriber of Placing Shares and will honour
such obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities 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 it has not taken any action or omitted to take any action
which will or may result in the Joint Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;

 

21.             where it is subscribing for Placing Shares for one
or more managed accounts, it is authorised in writing by each managed account
to subscribe for the Placing Shares for each managed account;

 

22.             it irrevocably appoints any duly authorised
officer of each Joint Bookrunner as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares for which it agrees to subscribe upon the terms of this Announcement;

 

Excluded territories

 

23.             the Placing Shares have not been and will not be
registered or otherwise qualified and that a prospectus will not be cleared in
respect of any of the Placing Shares under the securities laws or legislation
of the United States, Australia, Canada, Japan or the Republic of South
Africa, or any state, province, territory or jurisdiction thereof;

 

24.             the Placing Shares may not be offered, sold, or
delivered or transferred, directly or indirectly, in or into the above
jurisdictions or any jurisdiction in which it would be unlawful to do so and
no action has been or will be taken by any of the Company, the Joint
Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in the United States, Australia, Canada, Japan, or the Republic
of South Africa or any country or jurisdiction, or any state, province,
territory or jurisdiction thereof, where any such action for that purpose is
required;

 

 

25.             unless otherwise specifically agreed with the
Joint Bookrunners, it is not and at the time the Placing Shares are subscribed
for, neither it nor the beneficial owner of the Placing Shares will be, a
resident of, nor have an address in, Australia, Japan, the Republic of South
Africa or any province or territory of Canada;

 

26.             it may be asked to disclose in writing or orally
to the Joint Bookrunners:

 

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

 

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

 

Compliance with US securities laws

 

27.             it, and any prospective beneficial owner for whose
account or benefit it is purchasing the Placing Shares, is (i) located outside
the United States and is acquiring the Placing Shares in an "offshore
transaction" as defined in, and in accordance with, Regulation S; (ii) has not
been offered to purchase or subscribe for Placing Shares by means of any
"directed selling efforts" as defined in Regulation S;

 

28.             it understands that the Placing Shares have not
been, and will not be, registered under the US Securities Act and may not be
offered, sold or resold in or into or from the United States except pursuant
to an effective registration under the US Securities Act, or pursuant to an
exemption from the registration requirements of the US Securities Act and in
accordance with applicable state securities laws;

 

29.             it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;

 

Compliance with selling restrictions and the EU Prospectus Regulation and UK
Prospectus Regulation

 

30.             if in the United Kingdom, it is a Relevant Person
and it is a Qualified Investor (as such term is defined in Article 2(e) of the
UK Prospectus Regulation);

 

31.             if in a Relevant Member State, it is a Relevant
Person and it is a Qualified Investor (as such term is defined in the EU
Prospectus Regulation);

 

32.             it has not offered or sold and will not offer or
sell any Placing Shares to persons in the United Kingdom except to Qualified
Investors (as such term is defined in Article 2(e) of the UK Prospectus
Regulation) or otherwise in circumstances which have not resulted in and which
will not result in an offer to the public in the United Kingdom within the
meaning of the UK Prospectus Regulation;

 

33.             it has not offered or sold and will not offer or
sell any Placing Shares to persons in a Relevant Member State except to
Qualified Investors (as such term is defined in Article 2(e) of the EU
Prospectus Regulation) or otherwise in circumstances which have not resulted
in and which will not result in an offer to the public in a Relevant Member
State within the meaning of the EU Prospectus Regulation;

 

34.             if a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation, 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 the United Kingdom other than Qualified Investors (as such term is
defined in Article 2(e) of the UK Prospectus Regulation);

 

35.             if a financial intermediary, as that term is used
in Article 5(1) of the EU Prospectus Regulation, 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 Relevant Member State other than Qualified Investors (as such
term is defined in Article 2(e) of the EU Prospectus Regulation);

 

Compliance with FSMA, the UK financial promotion regime and UK MAR

 

36.             if in the United Kingdom, that it is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;

 

37.             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;

 

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

 

39.             it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares (including all applicable provisions in FSMA
and Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of 16 April 2014 on market abuse, as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, ("UK MAR") in respect of
anything done in, from or otherwise involving, the United Kingdom);

 

40.             if in Switzerland, that it is a "professional
client" or an "institution client" within the meaning of the Swiss Financial
Services Act of 15 June 2018, as amended;

 

Compliance with laws

 

41.             if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;

 

42.             it is not a (i) a person named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of the United
Kingdom; or (ii) a person subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United
Nations;

 

43.             it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in
connection with money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), 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 (as amended) and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;

 

44.             in order to ensure compliance with the
Regulations, each Joint Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the relevant
Joint Bookrunner or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the relevant Joint Bookrunner's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at the relevant Joint Bookrunner's or the Company's registrars', as
the case may be, absolute discretion. If within a reasonable time after a
request for verification of identify the relevant Joint Bookrunner (for itself
and as agent on behalf of the Company) or the Company's registrars have not
received evidence satisfactory to them, either the relevant Joint Bookrunner
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;

 

Depositary receipts and clearance services

 

45.             the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax liability
under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a clearance
service;

 

Undertaking to make payment

 

46.             it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
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 the Joint Bookrunners may in
their sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, stamp duty
reserve tax or other taxes or duties (together with any interest, fines or
penalties) imposed in any jurisdiction which may arise upon the sale of such
Placee's Placing Shares;

 

Money held on account

 

47.             any money held in an account with the relevant
Joint Bookrunners on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the meaning of the
relevant rules and regulations of the FCA made under the FSMA. Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence this money will not be segregated
from the relevant Joint Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee;

 

Allocation

 

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

 

No recommendation

 

49.             none of the Joint Bookrunners, nor any of their
respective affiliates, nor any person acting on behalf of them, is making any
recommendations to it or advising it regarding the suitability of any
transactions it may enter into in connection with the Placing;

 

Inside information

 

50.             if it has received any 'inside information' (for
the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of UK MAR and associated delegated
regulations and it has not:

 

(a)               used that inside information to acquire or
dispose of securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or any such
financial instruments;

 

(b)               used that inside information to encourage,
require, recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial instruments; or

 

(c)               disclosed such information to any person,
prior to the information being made publicly available;

 

Rights and remedies

 

51.             the rights and remedies of the Company and the
Joint Bookrunners under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and

 

Governing law and jurisdiction

 

52.             these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, 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 (including any dispute regarding the
existence, validity or termination of such contract or relating to any
non-contractual or other obligation arising out of or in connection with 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 either the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.

 

The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as each of the Joint Bookrunners and are irrevocable. The Joint Bookrunners,
the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
confirmations, acknowledgements, agreements and undertakings. Each prospective
Placee, and any person acting on behalf of such Placee, irrevocably authorises
the Company and the Joint Bookrunners to produce this Announcement, pursuant
to, in connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry with
respect to the matters set forth herein.

 

Indemnity

 

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and their respective affiliates, agents,
directors, officers and employees harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by the
Joint Bookrunners, the Company or each of their respective affiliates, agents,
directors, officers or employees arising from the performance of the Placees'
obligations as set out in this Announcement, and further agrees that the
provisions of this Announcement shall survive after completion of the Placing.

 

Taxation

 

The agreement to allot and issue Placing Shares to Placees (and/or to persons
for whom such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement also assumes that the Placing
Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the settlement
relates to any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax or other similar taxes or duties may be payable, for which neither
the Company nor the Joint Bookrunners will be responsible and the Placees
shall indemnify the Company and the Joint Bookrunners on an after-tax basis
for any stamp duty or stamp duty reserve tax or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or the Joint Bookrunners in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Joint Bookrunners accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription for Placing
Shares.

 

The Company and the Joint Bookrunners are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of the United
Kingdom. Each prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify the Joint Bookrunners and the
Company accordingly. Furthermore, each prospective Placee agrees to indemnify
on an after-tax basis and hold each of the Joint Bookrunners and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of
that Placee or its 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, whether inside or outside the United Kingdom, by them or any
other person on the subscription, acquisition, transfer or sale by them of any
Placing Shares or the agreement by them to subscribe for, acquire, transfer or
sell any Placing Shares.

 

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

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

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

 

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

 

 

APPENDIX II - DEFINITIONS

 

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 

 "Admission"                               the admission of (i) the Placing Shares to be issued pursuant to the Placing,
                                           (ii) such number of REX Retail Offer Shares to be issued pursuant to the REX
                                           Retail Offer, and (iii) the Subscription Shares, to trading on AIM becoming
                                           effective by means of the issue by London Stock Exchange of a dealing notice
                                           under Rule 6 of the AIM Rules;
 "AIM"                                     AIM, the market of that name operated by London Stock Exchange
 "AIM Rules"                               the 'AIM Rules for Companies' and/or the AIM Rules for Nominated Advisers (as
                                           the context may require)
 "AIM Rules for Companies"                 the rules of AIM as set out in the publication entitled "AIM Rules for
                                           Companies" published by the London Stock Exchange from time to time
 "AIM Rules for Nominated Advisers"        the rules of AIM as set out in the publication entitled "AIM Rules for
                                           Nominated Advisers" published by the London Stock Exchange from time to time
 "Announcement"                            this Announcement including its appendices
 "AOP"                                     AOP Health International Management AG
 "AOP Independent Directors"               the Directors, other than Dr. Christian Schweiger, who is also a

                                           director of AOP
 "AOP Warrants"                            has the meaning set out in this Announcement
 "Board" or "Directors"                    the board of directors of the Company
 "Bookbuild"                               the accelerated bookbuilding process which will be launched immediately

                                         following this Announcement

                                         Cavendish Capital Markets Ltd, the Company's joint bookrunner and broker in
 "Cavendish"                               connection with the Placing
 "certificated" or "in certificated form"  an Ordinary Share or other security recorded on a company's share register as
                                           being held in certificated form (that is not in CREST)
 "Company" or "Shield"                     Shield Therapeutics plc, a public limited company incorporated in England and
                                           Wales under registered number 09761509
 "CREST"                                   the relevant system (as defined in the CREST Regulations) which enables title
                                           to units of relevant securities (as defined in the CREST Regulations) to be
                                           evidenced and transferred without a written instrument and in respect of which
                                           Euroclear is the Operator (as defined in the CREST Regulations);
 "CREST Regulations"                       the Uncertificated Securities Regulations 2001 SI 2001/3755, as amended
 "Equity Fundraising"                      together, the Placing, the Subscription and the REX Retail Offer
 "Euroclear"                               Euroclear UK & International Limited, the operator (as defined in the
                                           CREST Regulations) of CREST
 "Existing AOP Loan"                       the amended and restated shareholder loan between the Company, AOP and Shield
                                           TX (UK) Limited dated 12 December 2022
 "Existing Ordinary Shares"                the Ordinary Shares in issue immediately prior to the Equity Fundraising, all
                                           of which are admitted to trading on AIM
 "FCA"                                     the Financial Conduct Authority of the United Kingdom
 "FSMA"                                    the Financial Services and Markets Act 2000, as amended
 "Group"                                   the Company and each of its subsidiary undertakings and associates from time
                                           to time including where the context requires any one or more of such companies
                                           and "Group Companies" shall be construed accordingly;
 "Issue Price"                             8 pence per New Share
 "Joint Bookrunners"                       Cavendish and Peel Hunt
 "Loan Agreement"                          the secured loan agreement entered into between the Company and SWK on 28
                                           September 2023, pursuant to which SWK has agreed to make the Loan available to
                                           the Company;
 "London Stock Exchange"                   London Stock Exchange plc
 "New Shares"                              the Placing Shares, the REX Retail Offer Shares and the Subscription Shares;
 "Ordinary Shares"                         ordinary shares of 1.5 pence each in the capital of the Company
 "Peel Hunt"                               Peel Hunt LLP, the Company's nominated adviser and joint bookrunner and broker
                                           in connection with the Placing
 "Placee"                                  eligible institutional investors procured by the Joint Bookrunners and
                                           subscribing for Placing Shares in the Placing
 "Placing"                                 the conditional placing by Peel Hunt and Cavendish (on behalf of the Company)
                                           of the Placing Shares at the Issue Price pursuant to the Placing Agreement to
                                           raise approximately £3.3m before expenses
 "Placing Agreement"                       the placing agreement dated 28 September 2023 made between the Company and the
                                           Joint Bookrunners in relation to the Placing
 "Placing Shares"                          such number of New Shares to be issued to Placees by the Company pursuant to
                                           the Placing, which shall be established by the Bookbuild and agreed between
                                           the Company and the Joint Bookrunners
 "Relevant Persons"                        has the meaning set out in Appendix I of this Announcement
 "Restricted Jurisdiction"                 each and any of the United States, Australia, Canada, Japan and the Republic
                                           of South Africa
 "REX Retail Offer"                        the offer of REX Retail Offer Shares at the Issue Price to existing retail
                                           shareholders of the Company on the basis of the terms and conditions set out
                                           in the REX Retail Offer Announcement
 "REX Retail Offer Announcement"           the announcement released by the Company on 28 September 2023 titled "REX
                                           Retail Offer"
 "REX Retail Offer Shares"                 new ordinary shares issued pursuant to the REX Retail Offer
 "RIS"                                     has the meaning set out in Appendix I of this Announcement
 "Shareholders"                            the holders of Ordinary Shares for the time being (each individually a
                                           "Shareholder")
 "SOFR"                                    the Secured Overnight Financing Rate
 "Subscription"                            the conditional subscription by AOP for Subscription Shares at the Issue Price
                                           in accordance with the Subscription Letter to raise approximately £1.7m
                                           before expenses
 "Subscription Letter"                     the subscription letter to be entered into between AOP and the Company on 28
                                           September  2023 in relation to the Subscription
 "Subscription Shares"                     The up to 21,012,552 new Ordinary Shares to be issued pursuant to the

                                         Subscription
 "SWK"

                                           SWK Funding LLC, a Delaware limited liability company
 "SWK Financing"                           has the meaning set out in this Announcement
 "United Kingdom" or "UK"                  the United Kingdom of Great Britain and Northern Ireland
 "UK MAR"                                  Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
                                           16 April 2014 on market abuse, as it forms part of UK domestic law by virtue
                                           of the European Union (Withdrawal) Act 2018, as amended
 "United States" or "US"                   the United States of America, its territories and possessions, any state of
                                           the United States and the District of Columbia
 "Viatris"                                 Viatris, Inc.
 "Warrants"                                the warrants to subscribe for 8,910,540 new Ordinary Shares proposed to be
                                           issued by the Company to SWK in connection with the Loan Agreement and to be
                                           constituted by the warrant instrument proposed to be entered into prior to
                                           Admission

 

 1  As estimated by Shield based on a population of c.313M (as at 2012) and
the study as set out in Hong Le  C, et al. PLoS One. 2016;11(11): e0166635
which references 7.1% of the US population with anemia.

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