REG - Sivota PLC - Acquisition of Majority Stake in Apester & Placing

SivotaAnnouncement

13/05/2022 07:00

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RNS Number : 4133L  Sivota PLC  13 May 2022

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THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
‎VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW ‎BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
‎ UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS ‎NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

13 May 2022

SIVOTA PLC

("Sivota," or the "Company")

 

Acquisition of Majority Stake in Apester

Fundraising to raise £11.5 million

 

Sivota, the special opportunities investment vehicle focused on Israeli
technology-related companies, is pleased to announce that, further to its
announcement on 25 January 2022, it has completed the acquisition of a
majority stake in Apester Ltd, a digital marketing engagement platform (the
"Acquisition").

 

Under the terms of the Acquisition agreement, the Company will receive
Preferred Seed Shares in the capital of Apester for an aggregate price of US
$12.0 million. This reflects a pre-money valuation of Apester of $16.0
million on a fully diluted basis. The issue of the Preferred Seed Shares will
provide the Company with 57.5 per cent. of Apester's voting rights. The
investment proceeds are to be used by Apester for its working capital
requirements as well as for specific repayments of certain liabilities agreed
by Sivota.

 

The cash consideration for the Acquisition will be funded through a £11.5
million (gross) placing and direct subscription of 11,500,000 new ordinary
shares of one pence each in the Company ("New Ordinary Shares") from existing
and new investors in Sivota (the "Fundraising"). The issue price is 100 pence
per New Ordinary Share ("Issue Price"). The placing is being conducted by
Canaccord Genuity Limited ("Canaccord") as Sole Bookrunner and Broker (the
"Bookrunner") and the subscription is being conducted directly by the Company.
The placing has been conducted in accordance with the terms and conditions set
out in the Appendix.

 

Apester will be Sivota's first acquisition and is closely aligned with
Sivota's strategic principles. Sivota is keen to leverage Apester's existing
assets whilst applying forward thinking leadership and insight in order to
increase value for Sivota's shareholders over time.

 

Due to delays in the anticipated publication of the prospectus to be approved
by the Financial Conduct Authority ("FCA") (the "Prospectus"), the Company's
listing on the standard segment of the Official List and trading on the Main
Market of the London Stock Exchange will remain suspended pending the
publication of the Prospectus providing further detail on Apester and the
Company as enlarged by the Acquisition. The Company is targeting publication
of the Prospectus in June 2022.

 

As a result of the suspension, the New Ordinary Shares will not be capable of
being traded on the London Stock Exchange and will not be subject to an
application for such trading until the suspension is lifted and trading
restored. However, the New Ordinary Shares will be issued to investors on 20
May 2022. Applications will be made to the FCA for the New Ordinary Shares to
be admitted to the Official List of the FCA and to the London Stock Exchange
plc to be admitted to trading on the London Stock Exchange's main market for
listed securities following publication of the Prospectus.

 

 Ziv Ben-Barouch, Chief Executive Officer of Sivota, commented:

 

"We are pleased with the acquisition of a majority holding in Apester. The
strength of Apester's technology stack represents a significant growth
opportunity.

 

"Apester's unique data capabilities allows clients to use publishers' own
data without any reliance on cookies, which is in accordance with the latest
evolution of online data collection methods and privacy regulations. We see
this capability as a competitive advantage that will drive Apester's growth
and position within the digital experience platform market. "

 

About Sivota

 

Sivota is a platform which leverages the significant technology investment
potential between the UK and Israel, identifying unique opportunities and then
leveraging the Company's experience to introduce change and growth.

 

Sivota's first acquisition is Apester, a digital experience end-to-end
software platform.

 

About Apester

 

Apester is a digital experience end-to-end software platform that enables
brands to engage and understand customers across all digital media channels,
in turn increasing lead generation, brand uplift, conversion and sales for its
customers.

 

Apester is a simple, cost effective and scalable technology. Code free, it
allows untrained users to create interactive experiences in a matter of
minutes and then to distribute it across multiple digital media channels, and
later gather data and analyse it to improve performance. The platform
provides tools to create a range of personalised interactive experiences and
applications, including customer surveys, mobile landing pages, onboarding
forms, interactive videos, polls, quizzes, custom applications and web
stories.

 

Apester's suite of software applications also includes a Data Management
Platform that allows customers to collect, store and 'own' Zero Party and
First-Party engagement data generated from experiences and applications
created on Apester while adhering to compliance and privacy regulations. AI
analytics help to create valuable insight into customer trends, sentiment and
preferences, enabling brands and publishers to better understand their
customers and to accelerate their business performance.

 

Enquiries:

 

 Sivota PLC                                 via Vigo Consulting

 Tim Weller, Non- Executive Chairman

 Ziv Ben-Barouch, Chief Executive Officer
 Canaccord Genuity Limited                  + 44 (0) 20 7523 8000

 Alex Aylen - Head of Equities

 Vigo Consulting                            + 44 (0)20 7390 0230

 Jeremy Garcia

 

 

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
below.

 

The Appendix to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral or written offer to acquire
Placing Shares, will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions herein, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings
contained in the Appendix.

 

The person responsible for arranging the release of this information is Ziv
Ben-Barouch, Chief Executive Officer of the Company.

 

ADDITIONAL INFORMATION

Expected Timetable

 

 Announcement                                                                                  13 May 2022
 Issue of New Ordinary Shares                                                                  20 May 2022
 CREST member accounts expected to be credited for the Placing Shares and                      20 May 2022
 Subscription Shares in uncertificated form (where
 applicable)
 Despatch of definitive share certificates for the Placing Shares and                          by 20 May 2022
 Subscription Shares in certificated form (where applicable)

Details of the Acquisition

 

The terms of the Acquisition are set out in the announcement published by the
Company on 25 January 2022.

As part of the closing of the Acquisition, the Company and Apester agreed to
include a change to the payment terms, so that $6.0 million of the
consideration is payable within 14 days from closing and the remainder of the
consideration (being a further $6.0 million) payable within 90 days from
closing. In the event Sivota fails to pay any of the consideration, Apester
may forfeit such number of Preferred Seed Shares as reflects the unpaid
portion.

The Directors of Sivota are pleased to announce that they have already started
to work alongside the management of Apester in re-positioning the company. As
a result, the financial performance of Apester during the first four months of
its 2022 financial year is 25 per cent. ahead of the same period in 2021.

Sivota is exercising its director appointment rights with Ziv Ben-Barouch and
two further Sivota employees (Liat Hellman and Evelyn Baranskiy), who will be
appointed as directors of Apester with effect from closing.

Details of the Fundraising

 

The Company has conditionally raised £11.5 million (before expenses) through
the placing and subscription of 11,500,000 New Ordinary Shares. The Issue
Price of 100 pence per New Ordinary Share represents a discount of 52.5 per
cent. to the suspended share price of 152.5 pence per share.

The Company intends to raise £2.2 million gross through the issue of
2,181,850 New Ordinary Shares (the "Placing Shares") at the Issue Price (the
"Placing"). The Company intends to raise £9.3 million gross through the issue
of 9,318,152 New Ordinary Shares (the "Subscription Shares") at the Issue
Price (the "Subscription"). The Placing and Subscription will utilise the
general authorities approved by shareholders to place shares for cash granted
to the Directors at the Company's General Meeting held on 22 February 2022 and
therefore the Placing and Subscription are not subject to shareholder
approval.

Canaccord has entered into a Placing Agreement with the Company under which
Canaccord has, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing Agreement contains certain
warranties and indemnities from the Company in favour of Canaccord. The
Placing is not being underwritten by Canaccord or any other person.

The Company and the subscribers have entered into subscription letters
relating to the Subscription pursuant to which, subject to certain conditions,
the subscribers shall subscribe for, in aggregate the Subscription Shares to
be issued by the Company at the Issue Price.

Admission and Settlement

 

Application will be made to the FCA for the New Ordinary Shares to be admitted
to the Official List of the FCA and to the London Stock Exchange plc to be
admitted to trading on the London Stock Exchange's main market for listed
securities ("Admission") once the Prospectus is published by the Company.
 The existing ordinary shares of one pence each in the Company ("Ordinary
Shares"), and the New Ordinary Shares when issued, will remain suspended from
trading on the London Stock Exchange until the Prospectus is published by the
Company.

The issue of the New Ordinary Shares is being made on a non-pre-emptive basis.

The New Ordinary Shares, when issued and fully paid, will rank pari passu in
all respects with the existing ordinary shares of one pence each of the
Company in issue and therefore will rank equally for all dividends or other
distributions declared, made or paid after issue.

Taking account of the issue of New Ordinary Shares, the Company's issued share
capital will comprise 12,585,000 ordinary shares. The figure of 12,585,000 may
be used by Shareholders as the denominator for calculations to determine if
they are required to notify their interest in, or a change to their interest
in, the share capital of the Company under the Disclosure Guidance and
Transparency Rules.

Director Participation

 

As part of the Subscription, Tim Weller and Ziv Ben-Barouch intend to
subscribe for 300,000 New Ordinary Shares and 242,915 New Ordinary Shares
respectively at the Issue Price. Following the acquisition of the New Ordinary
Shares, Tim Weller will hold 400,000 Ordinary Shares and Ziv Ben-Barouch will
hold 567,915  Ordinary Shares, which represents 3.18 per cent. and 4.51 per
cent. respectively of the issued share capital as enlarged by the Fundraising.

 IMPORTANT NOTICE

 

This Announcement, and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States, Canada, Australia (save to professional
investors and sophisticated investors), Japan or the Republic of South Africa,
or any other jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").

 

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

 

This Announcement does not constitute or form part of an offer to sell or
issue or a solicitation of an offer to buy, subscribe for or otherwise acquire
any securities in any jurisdiction including, without limitation, the
Restricted Jurisdictions or any other jurisdiction in which such offer or
solicitation would be unlawful. This Announcement and the information
contained in it is not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction.

 

No action has been taken by the Company or the Bookrunner or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the New Ordinary Shares or possession or distribution
of this Announcement or any other publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose is required.
Persons receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.

 

This Announcement is directed only at:  (a) persons in member states of the
European Economic area who are "qualified investors", as defined in article 2
(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"), (b)  in
the United Kingdom, persons who are "qualified investors", as defined in
Article 2 (e) of the Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") and who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "FPO") or (ii) fall within the
definition of "high net worth companies, unincorporated associations etc." in
Article 49(2)(a) to (d) of the FPO or (c) persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other person should
act on or rely on this Announcement and persons distributing this Announcement
must satisfy themselves that it is lawful to do so. By accepting the terms of
this Announcement, investors represent and agree that they are a Relevant
Person.

 

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
Announcement or the Placing relate is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other
than Relevant Persons, the details of the Placing set out in this Announcement
are for information purposes only.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

 

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by the Bookrunner or any other person
authorised under FSMA. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which section 21(1)
of FSMA does not apply.

 

 

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company operates to differ materially from the impression created
by the forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties
and other factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. Given those
risks and uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking statements speak
only as of the date of such statements and, except as required by the FCA, the
London Stock Exchange or applicable law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

 

Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast and no statement in this Announcement should be interpreted to
mean that earnings 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.

 

Canaccord, which is authorised and regulated in the United Kingdom by the FCA,
are acting for the Company and for no one else in connection with the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Canaccord or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of the Company or Canaccord or by their affiliates or their
respective agents, directors, officers and employees 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.

 

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange at the present time and by participating in
the Placing, each person who is invited to and who chooses to participate in
the Placing acknowledges that the Placing Shares will NOT be capable of being
traded on the London Stock Exchange until Admission occurs.  As there is a
risk that Admission may never occur, the Company may be required to delist and
in such circumstances you will hold Ordinary Shares in an unlisted public
company.  By participating in the Placing, each such person agrees that they
fully understand the risks involved with acquiring the Placing Shares.

 

The Appendix to this Announcement sets out the terms and conditions of the
Placing. By participating in the Placing, each person who is invited to and
who chooses to participate in the Placing by making or accepting an oral and
legally binding offer to acquire Placing Shares will be deemed to have read
and understood this Announcement in its entirety and to be making such offer
on the terms and subject to the conditions set out in this Announcement and to
be providing the representations, warranties, undertakings and
acknowledgements contained in the Appendix.

 

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

 

Notice to distributors

 

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) 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 clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the EUWA, (b) investors who meet the criteria of professional clients as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and (c) eligible counterparties as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.

 

The UK Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Canaccord are only procuring investors who meet the criteria of
professional clients and eligible counterparties.

 

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

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE
TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO
ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"), (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2 (E) OF THE REGULATION
(EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "FPO") OR (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO OR (C)
PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT
PERSON"). NO OTHER PERSON SHOULD ACT ON OR RELY ON THIS ANNOUNCEMENT AND
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS
REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.

 

THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO, RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.

 

(a)  Introduction

 

These terms and conditions apply to persons making an offer to acquire Placing
Shares under the Placing, unless otherwise specifically agreed. Each person to
whom these conditions apply, as described above, who confirms his agreement to
the Bookrunner (whether orally or in writing) to acquire Placing Shares under
the Placing (an "Investor") hereby agrees with the Bookrunner and the Company
to be bound by the contract note issued by the Bookrunner to such Investor and
these terms and conditions, unless otherwise specifically agreed, being the
terms and conditions upon which Placing Shares will be sold under the Placing.
An Investor shall, without limitation, become so bound when the Bookrunner
confirms to such Investor its allocation of Placing Shares under the Placing.

 

Upon being notified of its allocation of Placing Shares in the Placing, an
Investor shall be contractually committed to acquire the number of Placing
Shares allocated to them at the Issue Price and, to the fullest extent
permitted by law, will be deemed to have agreed not to exercise any rights to
rescind or terminate or otherwise withdraw from such commitment. Dealing may
not begin before any notification is made.

 

The Bookrunner reserves the right, by agreement with the Company, to increase
the size of the Placing to accommodate additional demand.

 

(b)  Application for Admission

 

Application will be made to the FCA for the New Ordinary Shares to be admitted
to the Official List of the FCA and to the London Stock Exchange plc to be
admitted to trading on the London Stock Exchange's main market for listed
securities once the Prospectus is published by the Company.  The Ordinary
Shares, and the New Ordinary Shares when issued, will remain suspended from
trading on the London Stock Exchange until the Prospectus is published.
 There can be no guarantee of any date by which the Prospectus will be
published, or that the Prospectus will be published at all.

 

 (c)  Participation in, and principal terms of, the Placing

 

Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the
Bookrunner.

Participation in the Placing is on the terms and conditions in this
Announcement and will be legally binding on the Investor.

Each Investor's allocation will be confirmed to Investors orally, or by email,
by Canaccord and a trade confirmation or contract note will be dispatched in
connection therewith. A Bookrunner's confirmation (either oral or written) of
the size of allocations will constitute an irrevocable legally binding
agreement in favour of the Company and the Bookrunner pursuant to which each
such Investor will be required to accept the number of Placing Shares
allocated to the Investor at the Issue Price and otherwise on the terms and
subject to the conditions set out herein and in accordance with the Company's
articles of association. Each Investor's allocation and commitment will be
evidenced by a trade confirmation issued by the Bookrunner to such Investor.
The terms of this Appendix will be deemed incorporated in that trade
confirmation.

The Bookrunner reserves the right to scale back the number of Placing Shares
to be subscribed by any Investor in the event that the Placing is
oversubscribed. The Bookrunner also reserves the right not to accept offers to
subscribe for Placing Shares or to accept such offers in part rather than in
whole. The acceptance and, if applicable, scaling back of offers shall be at
the absolute discretion of the Bookrunner.

Each Investor's obligations will be owed to the Company and to the Bookrunner.
Following the oral confirmation referred to above, each Investor will also
have an immediate, separate, irrevocable and binding obligation, owed to the
Company and the Bookrunner, as agent of the Company, to pay to the Bookrunner
(or as the Bookrunner may direct) in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares allocated to such
Investor.

To the fullest extent permissible by law, none of the Bookrunner, any
subsidiary of the Bookrunner, any branch, affiliate or associated undertaking
of the Bookrunner or any such subsidiary, nor any of their respective
directors, officers, employees, agents or advisers (each a "Bookrunner
Affiliate") nor any person acting on their behalf shall have any liability to
Investors (or to any other person whether acting on behalf of an Investor or
otherwise). In particular, none of the Bookrunner, any Bookrunner Affiliate
nor any person acting on their behalf shall have any liability (including, to
the extent legally permissible, any fiduciary duties), in respect of its
conduct of the Placing or of such alternative method of effecting the Placing
as the Bookrunner may determine.

All obligations of the Bookrunner under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".

(d)  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 obligations of the Bookrunner under the Placing Agreement are conditional,
among other things, upon:

(i)    the release of this Announcement;

(ii)  the warranties on the part of the Company contained in the Placing
Agreement being true and accurate and not misleading in all material respects
on and as of the date of the Placing Agreement; and

 (iii)  the Company having complied with its obligations under the Placing
Agreement.

If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Bookrunner), the Placing
will lapse and each Investor's rights and obligations hereunder shall cease
and determine at such time and no claim may be made by an Investor in respect
thereof.

None of the Bookrunner, any Bookrunner Affiliate, the Company, nor any
subsidiary of the Company, nor any branch, affiliate or associated undertaking
of any such company nor any of their respective directors, officers and
employees (each a "Company Affiliate") shall have any liability to any
Investor (or to any other person whether acting on behalf of an Investor or
otherwise) in respect of any decision it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.

(e)  No Prospectus

No offering document or prospectus has been or will be prepared in relation to
the Placing. A prospectus is required for f the Ordinary Shares and New
Ordinary Shares to be readmitted to trading on the London Stock Exchange.
Investors' commitments will be made solely on the basis of the information
contained in this Announcement.

Each Investor, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Bookrunner and the Company that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of the Bookrunner (other than the amount of the relevant Placing
participation in the oral confirmation given to Investors and the trade
confirmation referred to below), any Bookrunner Affiliate, any persons acting
on its or their behalf or the Company or any Company Affiliate and neither
the Bookrunner, any Bookrunner Affiliate, nor any persons acting on their
behalf, the Company, any Company Affiliate nor any persons acting on their
behalf will be liable for the decision of any Investor to participate in the
Placing based on any other information, representation, warranty or statement
which the Investor may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given or made by
or on behalf of any such persons). By participating in the Placing, each
Investor acknowledges to and agrees with its respective Bookrunner, for itself
and as agent for the Company that (except for, in relation to the Company, the
information contained in this Announcement) it has relied on its own
investigation of the business, financial or other position of the Company in
deciding whether to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.

(f)  Registration and settlement

Settlement of transactions in the Placing Shares will take place within the
CREST system, using the delivery versus payment mechanism, subject to certain
exceptions. The Bookrunner reserves the right to require settlement for and
delivery of the Placing Shares to Investors by such other means as they may
deem necessary, including, without limitation, if delivery or settlement is
not possible or practicable within the CREST system within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Investor's jurisdiction.

The expected timetable for settlement will be as follows:

 CREST Participant ID of Canaccord:         805
 Trade Date                                 13 May 2022
 Deadline for input instruction into CREST  19 May 2022
 Settlement Date                            20 May 2022
 ISIN Code                                  GB00BMH30492
 SEDOL                                      BMH3049

 

Each Investor allocated Placing Shares in the Placing will be sent a trade
confirmation stating the number of Placing Shares allocated to it, the Issue
Price, the aggregate amount owed by such Investor to the Bookrunner and
settlement instructions. Investors should settle against the CREST ID provided
above by Canaccord. It is expected that such trade confirmation will be
despatched on the expected trade date shown above. Each Investor agrees that
it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or certificated
settlement instructions which it has in place with Canaccord, as applicable.

It is expected that settlement will take place on the settlement date shown
above on a delivery versus payment basis in accordance with the instructions
set out in the trade confirmation unless otherwise notified by the Bookrunner.

Interest is chargeable daily on payments not received from Investors on the
due date in accordance with the arrangements set out above at the rate of two
percentage points above the base rate of HSBC Bank Plc.

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

If Placing Shares are to be delivered to a custodian or settlement agent, the
Investor should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Investor's name or that of its
nominee or in the name of any person for whom the Investor is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, none of the Bookrunner nor the Company shall be
responsible for the payment thereof. Investors will not be entitled to receive
any fee or commission in connection with the Placing.

(g)  Agreement to acquire Placing Shares

Conditional on (i) the Placing Agreement being otherwise unconditional in all
respects and not having been terminated in accordance with its terms on or
before the issue of the New Ordinary Shares; and (ii) the confirmation
mentioned under paragraph (a) above, an Investor agrees to become a member of
the Company and agrees to acquire Placing Shares at the Issue Price. The
number of Placing Shares acquired by such Investor under the Placing shall be
in accordance with the arrangements described above.

(h)  Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for the Placing Shares
acquired by such Investor in such manner as shall be directed by the
Bookrunner. In the event of any failure by an Investor to pay as so directed,
the relevant Investor shall be deemed hereby to have appointed the Bookrunner
or its nominee to sell (in one or more transactions) any or all of the Placing
Shares in respect of which payment has not been made as so directed and to
have agreed to indemnify on demand the Bookrunner in respect of any liability
for stamp duty and/or stamp duty reserve tax arising in respect of any such
sale or sales.

(i)  Representations and warranties

By receiving this Announcement, each Investor and, to the extent applicable,
any person confirming his agreement to acquire Placing Shares on behalf of an
Investor or authorising the Bookrunner to notify an Investor's name to the
Registrars, is deemed to acknowledge, agree, undertake, represent and warrant
to the Bookrunner, the Registrars and the Company that:

i.    the Investor has read this Announcement in its entirety and
acknowledges that its participation in the Placing shall be made solely on the
terms and subject to the conditions set out in these terms and conditions, the
Placing Agreement and the Articles. Such Investor agrees that these terms and
conditions and the contract note issued by Canaccord to such Investor
represent the whole and only agreement between the Investor, the Bookrunner
and the Company in relation to the Investor's participation in the Placing and
supersedes any previous agreement between any of such parties in relation to
such participation. Accordingly, all other terms, conditions, representations,
warranties and other statements which would otherwise be implied (by law or
otherwise) shall not form part of these terms and conditions. Such Investor
agrees that none of the Company, the Bookrunner nor any of their officers or
directors will have any liability for any such other information or
representation and irrevocably and unconditionally waives any rights it may
have in respect of any such other information or representation;

 

ii.    the Investor understands that the Company's Ordinary Shares are
suspended from trading and the enlarged Ordinary Share capital (including the
Placing Shares) will not be capable of readmission to trading unless and until
the Prospectus is published, and that there can be no guarantee of the date on
which such event will occur, or that it will occur at all;

 

iii.   the content of this Announcement is exclusively the responsibility of
the Company and the Directors and that neither the Bookrunner, nor any person
affiliated with the Bookrunner or acting on their behalf is responsible for or
shall have any liability for any information, representation or statement
contained in this Announcement or any information previously published by or
on behalf of the Company or any member of its group and will not be liable for
any decision by an Investor to participate in the Placing based on any
information, representation or statement contained in this Announcement or
otherwise;

 

iv.   the Investor has not relied on the Bookrunner or any person affiliated
with the Bookrunner in connection with any investigation of the accuracy of
any information contained in this Announcement or its investment decision;

 

v.   in agreeing to acquire Placing Shares under the Placing, the Investor
is relying on this Announcement and not on any draft hereof or other
information or representation concerning the Company (as enlarged by its
acquisition of a majority stake in Apester), the Placing or the Placing
Shares. Such Investor agrees that neither the Company nor the Bookrunner nor
their officers, directors or employees will have any liability for any such
other information or representation and irrevocably and unconditionally waives
any rights it may have in respect of any such other information or
representation;

 

vi.   the Bookrunner is not making any recommendations to Investors or
advising any of them regarding the suitability or merits of any transaction
they may enter into in connection with the Placing, and each Investor
acknowledges that participation in the Placing is on the basis that it is not
and will not be a client of the Bookrunner and that the Bookrunner is acting
for the Company and no one else, and the Bookrunner will not be responsible to
anyone else for the protections afforded to its clients, and that the
Bookrunner will not be responsible for anyone other than the Company for
providing advice in relation to the Placing, the contents of this Announcement
or any transaction, arrangements or other matters referred to herein, and the
Bookrunner will not be responsible for anyone other than the relevant parties
to the Placing Agreement in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or for the
exercise or performance of the Bookrunner's rights and obligations thereunder,
including any right to waive or vary any condition or exercise any termination
right contained therein;

 

vii.  save in the event of fraud on its part (and to the extent permitted by
the rules of the FCA), neither the Bookrunner nor its respective directors or
employees shall be liable to an Investor for any matter arising out of the
role of the Bookrunner as the Company's broker or otherwise, and that where
any such liability nevertheless arises as a matter of law each Investor will
immediately waive any claim against the Bookrunner and their respective
directors and employees which an Investor may have in respect thereof;

 

viii. the Investor has complied with all applicable laws and such Investor
will not infringe any applicable law as a result of such Investor's agreement
to acquire Placing Shares under the Placing and/or acceptance thereof or any
actions arising from such Investor's rights and obligations under the
Investor's agreement to acquire Placing Shares under the Placing and/or
acceptance thereof or under the Articles;

 

ix.   all actions, conditions and things required to be taken, fulfilled and
done (including the obtaining of necessary consents) in order: (i) to enable
the Investor lawfully to enter into, and exercise its rights and perform and
comply with its obligations to acquire the Placing Shares under the Placing;
and (ii) to ensure that those obligations are legally binding and enforceable,
have been taken, fulfilled and done. The Investor's entry into, exercise of
its rights and/or performance under, or compliance with its obligations under
the Placing, does not and will not violate: (a) its constitutional documents;
or (b) any agreement to which the Investor is a party or which is binding on
the Investor or its assets;

 

x.   it understands that no action has been or will be taken in any
jurisdiction by the Company, the Bookrunner or any other person that would
permit a public offering of the Placing Shares, or possession or distribution
of this Announcement, in any country or jurisdiction where action for that
purpose is required; and that, if the Investor is in a relevant EEA member
state, it is: (i) a legal entity which is authorised or regulated to operate
in the financial markets or, if not so authorised or regulated, its corporate
purpose is solely to invest in securities; (ii) a legal entity which has two
or more of: (a) an average of at least 250 employees during the last financial
year; (b) a total balance sheet of more than €43,000,000; and (c) an annual
net turnover of more than €50,000,000, in each case as shown in its last
annual or consolidated accounts; (iii) otherwise permitted by law to be
offered and sold Placing Shares in circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of the UK
Prospectus Regulation or other applicable laws; or (iv) in the case of any
Placing Shares acquired by an Investor as a financial intermediary, as that
term is used in Article 5(1) of the UK Prospectus Regulation, either:

 

a.   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 placing or
resale to, persons in any relevant member state other than qualified
investors, as that term is defined in the Prospectus Regulation Rules, or in
circumstances in which the prior consent of the Bookrunner has been given to
the placing or resale; or

 

b.   where Placing Shares have been acquired by it on behalf of persons in
any relevant member state other than qualified investors, the placing of those
Placing Shares to it is not treated under the Prospectus Regulation Rules as
having been made to such persons;

 

xi.   to the fullest extent permitted by law, the Investor acknowledges and
agrees to the disclaimers contained in this Announcement and acknowledges and
agrees to comply with the selling restrictions set out in this Announcement;

 

xii.  the Placing Shares have not been and will not be registered under the
US Securities Act or under the securities legislation of, or with any
securities regulatory authority of, any state or other jurisdiction of the
United States or under the applicable securities laws of Australia, Canada,
Japan or the Republic of South Africa or where to do so may contravene local
securities laws or regulations;

 

xiii. the Investor is, and at the time the Placing Shares are acquired, will
be located outside the United States and eligible to participate in an
"offshore transaction" as defined in and in accordance with Regulation S;

 

xiv. if it is acquiring the Placing Shares for the account of one or more
other persons, it has full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of each such
account;

 

xv.  the Company, the Registrars or transfer agent or other agent of the
Company, will not be required to accept the registration of transfer of any
Placing Shares acquired by the Investor, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with;

 

xvi. the Investor invests in or purchases securities similar to the Placing
Shares in the normal course of its business and it has such knowledge and
experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Placing Shares;

 

xvii.            the Investor has conducted its own investigation
with respect to the Company and the Placing Shares and has had access to such
financial and other information concerning the Company and the Placing Shares
as the Investor deemed necessary to evaluate the merits and risks of an
investment in the Placing Shares, and the Investor has concluded that an
investment in the Placing Shares is suitable for it or, where the Investor is
not acting as principal, for any beneficial owner of the Placing Shares, based
upon each such person's investment objectives and financial requirements;

 

xviii.           the Investor or, where the Investor is not acting
as principal, any beneficial owner of the Placing Shares, is able to bear the
economic risk of an investment in the Placing Shares for an indefinite period
and the loss of its entire investment in the Placing Shares;

 

 

xix. there may be adverse consequences to the Investor under tax laws in other
jurisdictions resulting from an investment in the Placing Shares and the
Investor has made such investigation and has consulted such tax and other
advisors with respect thereto as it deems necessary or appropriate;

 

xx.  the Investor is not a resident of Australia (other than in the case of
professional investors and sophisticated investors resident in Australia),
Canada, Japan or the Republic of South Africa and acknowledges that the
Placing Shares have not been and will not be registered nor will a prospectus
be prepared in respect of the Placing Shares under the securities legislation
of Australia, Canada, Japan or the Republic of South Africa and, subject to
certain exceptions, the Placing Shares may not be offered or sold, directly or
indirectly, in or into those jurisdictions;

 

xxi. the Investor is liable for any capital duty, stamp duty and all other
stamp, issue, securities, transfer, registration, documentary or other duties
or taxes (including any interest, fines or penalties relating thereto) payable
outside the UK by it or any other person on the acquisition by it of any
Placing Shares or the agreement by it to acquire any Placing Shares;

 

xxii.            in the case of a person who confirms to the
Bookrunner on behalf of an Investor an agreement to acquire Placing Shares
under the Placing and/or who authorises the Bookrunner to notify such
Investor's name to the Registrars, that person represents that he has
authority to do so on behalf of the Investor;

 

xxiii.           the Investor has complied with its obligations in
connection with money laundering and terrorist financing under the Money
Laundering Regulations 2017 and any other applicable law, regulations or
guidance concerning the prevention of money laundering and, if it is making
payment on behalf of a third party, that: (i) satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party; and
(ii) arrangements have been entered into with the third party to obtain from
the third party copies of any identification and verification data immediately
on request as required by the Money Laundering Regulations 2017 and, in each
case, agrees that pending satisfaction of such obligations, definitive
certificates (or allocation under the CREST system) in respect of the Placing
Shares comprising the Investor's allocation may be retained at the
Bookrunner's discretion;

 

xxiv.           the Investor agrees that, due to anti-money
laundering and the countering of terrorist financing requirements, the
Bookrunner and/or the Company may require proof of identity of the Investor
and related parties and verification of the source of the payment before the
application can be processed and that, in the event of delay or failure by the
Investor to produce any information required for verification purposes, the
Bookrunner and/or the Company may refuse to accept the application and the
moneys relating thereto. The Investor holds harmless and will indemnify the
Bookrunner and/or the Company against any liability, loss or cost ensuing due
to the failure to process this application, if such information as has been
required has not been provided by it or has not been provided on a timely
basis;

 

xxv.            the Investor is not, and is not applying as nominee
or agent for, a person which is, or may be, mentioned in any of sections 67,
70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance
services);

 

xxvi.           the Investor has complied with and will comply with
all applicable provisions of FSMA with respect to anything done by the
Investor in relation to the Placing in, from or otherwise involving the UK;

 

xxvii.          if the Investor is in the UK, the Investor is a
person: (i) who has professional experience in matters relating to investments
falling within article 19(5) of the FPO; or (ii) a high net worth entity
falling within article 49(2)(a) to (d) of the FPO or (iii) is a person to whom
this announcement may otherwise be lawfully communicated, and in all cases is
capable of being categorised as a Professional Client or Eligible Counterparty
for the purposes of the Financial Conduct Authority Conduct of Business Rules;

 

xxviii.          if the Investor is in the EEA, the person is a
"Professional Client/Eligible Counterparty" within the meaning of Annex
11/Article 24 (2) of MiFID and is not participating in the Placing on behalf
of persons in the EEA other than professional clients or persons in the UK and
other member states (where equivalent legislation exists) for whom the
Investor has authority to make decisions on a wholly discretionary basis;

 

xxix.           each Investor in a relevant member state of the EEA
who acquires any Placing Shares under the Placing contemplated hereby will be
deemed to have represented, warranted and agreed with the Bookrunner and the
Company that: (i) it is a qualified investor within the meaning of the law in
that relevant member state implementing Article 2(e) of the Prospectus
Regulation; and (ii) 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 Prospectus
Regulation: (A) 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, as that term is defined in the Prospectus Regulation, or in other
circumstances falling within Article 3(2) of the Prospectus Regulation and the
prior consent of the Bookrunner has been given to the offer or resale; or (B)
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 Prospectus Regulation as having
been made to such persons;

 

xxx.            if the Investor is resident in Australia, it is a
"professional investor" or a "sophisticated investor" within the meaning
of sections 708(11) and 708(8) respectively of the Australian Corporations
Act 2001 (Cth);

 

xxxi.           represents and warrants that its participation in
the Placing would not give rise to an offer being required to be made by it or
any person with whom it is acting in concert pursuant to Rule 9 of the City
Code on Takeovers and Mergers;

 

xxxii.          in the case of a person who confirms to the
Bookrunner on behalf of an Investor an agreement to acquire Placing Shares
under the Placing and who is acting on behalf of a third party, that the terms
on which the Investor (or any person acting on its behalf) are engaged enable
it to make investment decisions in relation to securities on that third
party's behalf without reference to that third party;

 

xxxiii.          the exercise by the Bookrunner of any rights or
discretions under the Placing Agreement shall be within the absolute
discretion of the Bookrunner and the Bookrunner need not have any reference to
any Investor and shall have no liability to any Investor whatsoever in
connection with any decision to exercise or not to exercise or to waive any
such right and each Investor agrees that it shall have no rights against the
Bookrunner or any of their directors or employees under the Placing Agreement;

 

xxxiv.         it irrevocably appoints any director of Canaccord (as
relevant to its participation in the Placing) as its agent for the purposes of
executing and delivering to the Company and/or the Registrars any documents on
its behalf necessary to enable it to be registered as the holder of any of the
Placing Shares agreed to be taken up by it under the Placing and otherwise to
do all acts, matters and things as may be necessary for, or incidental to, its
acquisition of any Placing Shares in the event of its failure so to do;

 

xxxv.          it will indemnify and hold the Company, the Bookrunner
and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this paragraph and further
agrees that the provisions of this paragraph will survive after completion of
the Placing;

 

xxxvi.         the Bookrunner may, in accordance with applicable legal
and regulatory provisions, engage in transactions in relation to the Placing
Shares and/or related instruments for its own account and, except as required
by applicable law or regulation, the Bookrunner will not make any public
disclosure in relation to such transactions; and

 

xxxvii.         the Bookrunner and each of its affiliates, each acting
as an investor for its or their own account(s), may bid or subscribe for
and/or purchase Placing Shares and, in that capacity, may retain, purchase,
offer to sell or otherwise deal for its or their own account(s) in the Placing
Shares, any other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references in this
Announcement to the Placing Shares being offered, subscribed, acquired or
otherwise dealt with should be read as including any offer to, or
subscription, acquisition or dealing by the Bookrunner and/or any of their
respective affiliates, acting as an investor for its or their own account(s).
Neither the Bookrunner nor the Company intend to disclose the extent of any
such investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so.

The Company and the Bookrunner will rely upon the truth and accuracy of each
of the foregoing representations, warranties and undertakings.

(j)  Supply and disclosure of information

If the Bookrunner, the Registrars or the Company or any of their respective
agents request any information about an Investor's agreement to acquire
Placing Shares, such Investor must promptly disclose it to them and ensure
that such information is complete and accurate in all respects.

(k)  Miscellaneous

The rights and remedies of the Bookrunner, the Registrars and the Company
under these terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them, and the exercise or
partial exercise of one will not prevent the exercise of others.

 

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