REG - Thruvision Group PLC - Result of Review & Proposed Capital Raise

ThruvisionAnnouncement

04/07/2025 07:00

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RNS Number : 7025P  Thruvision Group PLC  04 July 2025

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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
THRUVISION GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.  NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF THRUVISION
GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

4 July 2025

 

Thruvision Group plc

 

Result of Strategic Review

 and

proposed Capital Raising to raise a minimum of £2.5 million (before expenses)

 

 

Introduction

 

Thruvision Group plc (AIM: THRU), the leading international provider of
walk-through security technology (the "Company" and, together with its
subsidiary undertakings, the "Group"), today announces (i) the result of its
strategic review and (ii) a proposed fundraising through the issue of a
minimum of 250,000,000 new ordinary shares of one penny each ("Ordinary
Shares") in the capital of the Company (the "New Ordinary Shares") at a price
of 1 penny per New Ordinary Share (the "Issue Price") to raise a minimum of
£2.5 million (before expenses) (the "Capital Raising").

 

Capital Raising highlights

 

●            The Company has conditionally raised approximately
£2.125 million through an oversubscribed placing of 212,466,000 New Ordinary
Shares at the Issue Price with new and existing investors (the "Placing").

 

●            In addition to the Placing, certain directors and
employees of the Company (together, the "Proposed Subscribers") have confirmed
their intention to subscribe for 37,534,000 New Ordinary Shares (the
"Subscription Shares") at the Issue Price to raise a further £375,340 (before
expenses) for the Company (the "Proposed Subscription").  As the Company is
currently in a closed period pursuant to the Market Abuse Regulation EU (No
596/2014) as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018  until the publication of its
preliminary results for the financial year ended 31 March 2025 (the
"Preliminary Results")(the "Closed Period"), the Proposed Subscribers are not
permitted to deal in the Company's Ordinary Shares (including the New Ordinary
Shares) until after the publication of the Preliminary Results (and subject to
certain other requirements).  The Company intends to publish the Preliminary
Results as soon as reasonably practicable following receipt of the net
proceeds of the Capital Raising.  The Proposed Subscribers intend to
subscribe for the Subscription Shares at the first available opportunity
following publication of the Preliminary Results and intend to participate in
the Proposed Subscription on substantially identical terms as those of the
Placing (including the Issue Price).

 

●            The Company also intends to carry out a separate retail
offer (the "Retail Offer") of up to 25,000,000 New Ordinary Shares (the
"Retail Offer Shares") at the Issue Price to existing shareholders of the
Company ("Shareholders") via the Winterflood Retail Access Platform ("WRAP")
to raise up to £250,000 before expenses.  The Retail Offer will provide
qualifying investors in the United Kingdom with an opportunity to participate
in the Company's fundraising plans.  A separate announcement will be made in
due course regarding the Retail Offer and its terms.  For the avoidance of
doubt, the Retail Offer is not part of the Placing or the Proposed
Subscription.

 

●            The Issue Price represents a discount of approximately 29
per cent. to the closing middle market price of 1.4 pence per Ordinary Share
on 3 July 2025, being the latest practicable date prior to the publication of
this Announcement.

 

●            The New Ordinary Shares will represent approximately 158
per cent. of the existing issued share capital of the Company (the "Existing
Ordinary Shares") (assuming full take up of the Retail Offer and the Proposed
Subscription taking place).

 

●            The Capital Raising is conditional upon, among other
things, the resolutions required to implement the Capital Raising (the
"Resolutions") being duly passed by Shareholders at the general meeting
proposed to be held at the offices of the Company, 121 Olympic Avenue, Milton
Park, Milton, Abingdon OX14 4SA at 10.00 a.m. on 28 July 2025 (the "General
Meeting").

 

●            If the Resolutions are not approved by Shareholders
at the General Meeting, the Capital Raising will not proceed as currently
envisaged and, as such, the anticipated net proceeds of the Capital Raising
would not become available to the Company. If the Capital Raising does not
proceed as planned, the Company would be obliged to consider alternative
funding arrangements or, amongst other options, the sale of the Company or the
whole or part of the Group's business.  As announced on 2 July 2025, the
directors of the Company (the "Directors" or the "Board") reasonably expect
that the Company has sufficient cash to last until the end of the calendar
year in the absence of the proposed Capital Raising.

 

●          The Capital Raising is not being underwritten.

 

It is intended that the Placing and the Proposed Subscription will result in
the Company raising total gross proceeds of a minimum of £2.5 million.

 

Allenby Capital Limited ("Allenby Capital") is acting as sole bookrunner and
placing agent in connection with the Capital Raising.  Investec Bank plc
("Investec") is acting as nominated adviser to the Company.

 

Enquiries:

 

 Thruvision Group plc                              +44 (0)1235 425400
 Tom Black (Executive Chairman)

Victoria Balchin (Chief Executive Officer)

 Investec Bank plc - Nominated Adviser             +44 (0)20 7597 5970
 Patrick Robb / James Rudd / Sebastian Lawrence

 Allenby Capital Limited - sole bookrunner         +44 (0)20 3328 5656
 James Reeve / Piers Shimwell (Corporate Finance)

 Jos Pinnington (Sales)

 

 

Background to and reasons for the Capital Raising

 

As previously announced, the Group has undergone significant senior management
changes with the departure of the previous Chief Executive, Tom Black
subsequently assuming the role of Executive Chairman in October 2024 and
Victoria Balchin moving from Chief Financial Officer to also become Chief
Executive Officer in January 2025. In addition, significant changes have been
made to the Group's sales management and to the sales approach being
adopted.  In combination, these changes have contributed to a much-improved
performance in the first quarter of the current financial year ending 31 March
2026 ("Q1 FY26") relative to the same period in the previous year.

 

Conclusion of Strategic Review

 

As announced on 14 January 2025 (and updated on 7 April 2025 and 23 June
2025), the Board has been conducting a strategic review of the various
strategic options available to the Group (the "Strategic Review").  The Board
considered carefully all options available to the Group including the sale of
the Group, the sale of either or both of its trading subsidiaries, the sale of
all Group trade and assets, the combination of the Group with other similar
businesses and the option of continuing to trade as a standalone entity with
financial support from existing and new shareholders.

 

Based upon a number of factors, including:

 

●           much improved recent trading since implementing the
changes described above;

 

●            the successful launch of the new Thruvision 81
Series product in February 2025;

 

●            the steadily improving profile of the Group and the
addition of 11 new customers since the start of the calendar year; and

 

●            the material sales opportunities being pursued which
are anticipated to convert to revenue during the current financial year and
the financial year ending 31 March 2027 ("FY27"),

 

the Board has concluded that the standalone option is the best one available
to the Group, subject to securing the necessary additional funding, and is
therefore undertaking the Capital Raising to provide the Group with the
funding required to enable it to proceed on an independent basis. As a
consequence, the Company is no longer in discussions relating to the possible
sale of the Group's trading subsidiaries.

 

Trading update

 

On 2 July 2025, the Company announced an update on trading for Q1 FY26 in
which it confirmed that order intake for the period was £2.3 million, an
increase of 145% on the same period in the prior year.  This strong
performance is in line with the Board's expectations for the quarter.  At the
end of the quarter, the Company secured a material contract for 20 systems,
valued in excess of £1 million, from a new government customer in Asia,
through an existing regional partner.  The Group's sales pipeline has a
number of material opportunities in Asia and other regions which the Board is
confident will convert to revenue during both the current and next financial
year.  The Group's US business has also traded well, with a number of repeat
unit purchases from existing Retail Distribution customers.  In addition, the
Group was awarded its first contract to provide a unit to a UK prison,
following on from the ongoing success in a European prison service.

 

Use of proceeds

 

The net proceeds of the Capital Raising will be used for the Group's general
working capital and to invest in sales, marketing and product development to
drive revenue growth.  The Directors believe that the net proceeds will
provide the Company with sufficient working capital for at least the next 12
months and would enable the Company to achieve cash flow break even during
FY27 on the basis of achieving c. £10 million of revenue in that year.

 

 

Details of the Capital Raising

 

The Placing

 

The Company is proposing to raise approximately £2.125 million (before
commissions, fees and expenses) by means of the Placing via the issue of
212,466,000 New Ordinary Shares at the Issue Price (the "Placing Shares") to
new and existing investors.  The Placing Shares will represent approximately
122 per cent. of the Existing Ordinary Shares.  The aggregate net proceeds
after costs related to the Placing are expected to be approximately £1.98
million.

 

Allenby Capital has entered into a placing agreement with the Company (the
"Placing Agreement") pursuant to which Allenby Capital 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 Allenby Capital.  The Placing is not being underwritten
by Allenby Capital or any other person.

 

The Placing is conditional upon, amongst other things, the Resolutions being
duly passed at the General Meeting, the Placing Agreement not having been
terminated in accordance with its terms and admission of the Placing Shares to
trading on the AIM market of London Stock Exchange plc ("AIM") ("Admission")
becoming effective on or before 8.00 a.m. on 30 July 2025 (or such later time
and/or date as the Company and Allenby may agree, but in any event by no later
than 8.00 a.m. on 13 August 2025).

 

The Retail Offer

 

Further, in order to provide qualifying investors in the United Kingdom with
an opportunity to participate in the Company's fundraising plans, the Company
intends to carry out the Retail Offer on the terms to be set out in a separate
announcement to be made by the Company in due course.  The Retail Offer is
conditional upon, amongst other things, Admission becoming effective on or
before 8.00 a.m. on 30 July 2025 (or such later time and/or date as Allenby
Capital may agree with the Company not being later than 8.00 a.m. on 13 August
2025).  The Retail Offer may not be fully subscribed.  For the avoidance of
doubt, the Retail Offer is not part of the Placing.

 

The Proposed Subscription

 

Following publication of the Preliminary Results, the Company intends to raise
an additional £375,340 (before expenses) by way of the Proposed Subscription
from the Proposed Subscribers through the issue of the 37,534,000 Subscription
Shares at the Issue Price.

 

The Proposed Subscription would be conditional upon, amongst other things, the
passing of the Resolutions, the Preliminary Results being published and
Admission occurring on or before 8.00 a.m. on 30 July 2025 (or such later date
and/or time as Allenby Capital and the Company may agree, being not later than
8.00 a.m. on 13 August 2025).

 

Accordingly, once the Closed Period has ended, the Proposed Subscribers intend
to subscribe for 37,534,000 Subscription Shares at the Issue Price. The
Directors have advised that they intend to subscribe for Subscription Shares
as follows:

 

 Director          Existing beneficial shareholding  New Ordinary Shares to be subscribed for  Shareholding on completion of the Capital Raising  Shareholding as a percentage of the enlarged issued share capital(1)
 Tom Black         13,272,540                        20,000,000                                33,272,540                                         7.50%
 Victoria Balchin  90,804                            10,000,000                                10,090,804                                         2.27%
 Katrina Nurse     134,000                           134,000                                   268,000                                            0.06%
 Richard Amos      450,000                           650,000                                   1,100,000                                          0.25%

 

Note:

(1) Assumes the Retail Offer is fully subscribed.

 

A circular, containing further details of the Capital Raising and convening
the General Meeting in order to pass the Resolutions (the "Circular"), is
expected to be despatched to Shareholders on or around 8 July 2025 following
the closing of the Retail Offer and the Circular, once published, will be
available on the Company's website at www.thruvision.com.

 

Related party transactions

 

Schroder Investment Management ("Schroders"), Pentland Capital Ltd
("Pentland") and Herald Investment Management ("Herald") are each a
substantial shareholder in the Company (holding in excess of 10 per cent. of
the Company's Existing Ordinary Shares) and as such are related parties for
the purposes of the AIM Rules for Companies (together, the "Substantial
Shareholders").  Schroders have subscribed for £420,000 in the Placing by
subscribing for 42,000,000 Placing Shares, Pentland have subscribed for
£310,000 in the Placing by subscribing for 31,000,000 Placing Shares and
Herald have subscribed for £215,000 in the Placing by subscribing for
21,500,000 Placing Shares.  The participation of the Substantial Shareholders
in the Placing will comprise a related party transaction for the purposes of
Rule 13 of the AIM Rules for Companies.

 

The Directors, having consulted with Investec, acting in its capacity as
nominated adviser to the Company for the purposes of the AIM Rules for
Companies, confirm that they consider the terms of the participation by each
of the Substantial Shareholders in the Placing to be fair and reasonable
insofar as Shareholders are concerned.

 

Admission, settlement and CREST

 

Application will be made to the London Stock Exchange for admission of the
Placing Shares and the Retail Offer Shares to trading on AIM.  It is expected
that Admission will take place on or before 8.00 a.m. on 30 July 2025 and that
dealings in the Placing Shares and the Retail Offer Shares on AIM will
commence at the same time.  A further application for admission to trading on
AIM of the Subscription Shares will be made following the Proposed
Subscription.

 

The Capital Raising is conditional upon, among other things, the Resolutions
required to implement the Capital Raising being duly passed by the
shareholders of the Company ("Shareholders") at the General Meeting, Admission
becoming effective and upon the Placing Agreement not being terminated in
accordance with its terms.  Following Admission, assuming the full take up of
the New Ordinary Shares pursuant to the Retail Offer and the issue of the
Subscription Shares, the Company will have 443,559,010 Ordinary Shares in
issue.

 

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.  If all of the New Ordinary Shares are issued, they would
represent approximately 61 per cent. of the enlarged issued share capital
(assuming full take up of the Retail Offer).

 

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

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Victoria Balchin, a director of the Company.

 

Expected Timetable for the Capital Raising

 

                                                                                2025
 Announcement of the Capital Raising                                            4 July
 Launch of Retail Offer                                                         4 July
 Close of Retail Offer                                                          4.30 p.m. on 7 July
 Publication and posting of the Circular and form of proxy (the "Form of        8 July
 Proxy")
 Latest time and date for receipt of Forms of Proxy and CREST voting            10.00 a.m. on 24 July
 instructions
 General Meeting                                                                10.00 a.m. on 28 July
 Results of the General Meeting announced through a Regulatory Information       28 July
 Service
 Admission and commencement of dealings in the New Ordinary Shares              8.00 a.m. on 30 July
 Where applicable, expected date for CREST accounts to be credited in respect   30 July
 of New Ordinary Shares in uncertificated form
 Where applicable, expected date for despatch of definitive share certificates  As soon as possible following Admission
 for New Ordinary Shares
 Long Stop Date                                                                 8.00 a.m. on 13 August

 

Each of the times and dates above refer to London time and are subject to
change.  Any such change will be notified to Shareholders by an announcement
through a Regulatory Information Service.  All events listed in the above
timetable following the General Meeting are conditional on the passing of the
Resolutions at the General Meeting.

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1)
IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION") WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 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 SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THRUVISION GROUP PLC.

 

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE
UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES.  THE NEW
ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES
IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.

 

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, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES.  THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.  THE
SECURITIES 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, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.

 

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

 

This Announcement or any part of it is for information purposes only and 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, the Republic of South Africa or Japan or any
other jurisdiction in which the same would be unlawful.  No public offering
of the New Ordinary Shares is being made in any such jurisdiction.

 

All offers of the New Ordinary Shares in the United Kingdom or the EEA will be
made pursuant to an exemption from the requirement to produce a prospectus
under the UK Prospectus Regulation or the EU Prospectus Regulation, as
appropriate.  In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the approval of
the relevant communication by an authorised person.

 

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement.  Any representation to the contrary is a
criminal offence in the United States.  The relevant clearances have not
been, nor will they be, obtained from the securities commission of any
province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South African Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the New Ordinary Shares;
and the New Ordinary 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 the United States, Australia, Canada, the Republic of South
Africa or Japan.  Accordingly, the New Ordinary Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom or the EEA.

 

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

 

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

 

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 Allenby or by any of its Representatives 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.

 

Allenby Capital, which is authorised and regulated in the United Kingdom by
the FCA, is acting as sole bookrunner to the Company.  It will not regard any
other person as its client and will not be responsible to anyone else for
providing the protections afforded to the clients of Allenby Capital or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.  Allenby Capital has not authorised the contents of, or
any part of, this Announcement and no liability whatsoever is accepted by
Allenby Capital for the accuracy of any information or opinions contained in
this Announcement or for the omission of any information, and no
representation or warranty, express or implied, is given by Allenby Capital in
respect of such information or opinions, save that nothing shall limit the
liability of Allenby Capital for its own fraud.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, 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.

 

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 the AIM market of the London Stock
Exchange.

 

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

 

 

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