REG - Tribe Technology PLC - £1.41 million Fundraise

Tribe TechnologyAnnouncement

26/06/2024 07:00

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RNS Number : 9309T  Tribe Technology PLC  26 June 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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,
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UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.

 

 

26 June 2024

Tribe Technology PLC

 ("Tribe Tech", the "Company" or the "Group")

 

Placing, Subscription, Issue of Convertible Loan Notes to raise, in aggregate,
£1.41 million

and

Business update

 

Tribe Technology PLC (AIM: TRYB), a disruptive technology-first developer and
manufacturer of world-class autonomous mining equipment, announces that it has
conditionally raised, in aggregate, gross proceeds of approximately £1.41
million through (i) a placing (the "Placing") of 14,216,652 new ordinary
shares (the "Placing Shares") of 0.05 pence each in the share capital of the
Company ("Ordinary Shares") to new and existing institutional investors
("Placees") at an issue price of 4.50 pence per new Ordinary Share (the "Issue
Price") to raise approximately £0.64 million, (ii) a subscription of
3,945,760 new Ordinary Shares (the "Subscription Shares") at the Issue Price
(the "Subscription") to raise approximately £0.17 million and (iii) the issue
of unsecured convertible loan notes to raise approximately £0.6 million (the
"Convertible Loan Notes", and together with the Placing and the Subscription,
the "Fundraise").

 

Subscribers in the Placing and the Subscription will receive one warrant for
every two Ordinary Share subscribed for pursuant to the Placing and the
Subscription, with each warrant entitling the holder to acquire one new
Ordinary Share at a price of 5.40 pence (the "Exercise Price") at any time
from the date of issue of the Warrants up to the date that is 18-months from
the date of Admission (as defined below) (the "Warrants").

 

The Placing, Subscription, the rights to subscribe for new Ordinary Shares
pursuant to the Warrants and the rights to convert securities into Ordinary
Shares resulting from the Convertible Loan Notes utilise substantially all the
existing authority to allot new Ordinary Shares or grant rights to subscribe
for or convert any security into shares on a non-pre-emptive basis, as
approved at the Company's annual general meeting held on 26 March 2024 (the
"2024 AGM"). Depending on the conversion price of the Convertible Loan Notes,
which is variable in certain circumstances, the existing issuance authority
may not be sufficient for the Notes to be converted in full.

 

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in
connection with the Fundraise.

 

Highlights

 

·    Significant commercial progress since the Company's IPO in September
2024:

o  First Drill Rig will be ready for despatch for shipment to Australia by
the end of July 2024;

o  First Sample System delivered to South Africa and is to be used by a
drilling contractor to Anglo American Plc;

·    Equity raise of approximately £0.81 million (before expenses) at
4.50 pence per new Ordinary Share;

·    Issue of Convertible Loan Notes to raise approximately £0.6 million
(before expenses);

·    Net proceeds to be used to provide near-term working capital,
finalising the development and commissioning of the Company's first Drill Rig,
commercialising the Company's Sample System product line and providing
additional balance sheet strength;

·    Initiation of 30 per cent. reduction in the Company's operational
costs, which are expected to be realised from September 2024 onwards; and

·    The Issue Price represents a discount of approximately 21.7 per cent.
to the closing mid-market price of an Ordinary Share on 25 June 2024.

 

Charlie King, Chief Executive Officer of Tribe Technology Plc, commented:

 

"We are pleased to complete this Fundraise and to have received strong support
from new and existing investors. This Fundraise will allow us to, inter alia,
complete the development, commissioning and deployment of the first Drill Rig
in the field and to support the commercialisation phase of the Group's Sample
Systems."

 

Shane Lanigan, Portfolio Manager at Beach Point Capital, commented:

 

"Our amended terms show our support for the team and the world class products
they have developed. This is an exciting company doing exciting things and we
are glad to be on the journey."

 

Background to and reasons for the Fundraise

 

Commercial progress

 

Since its IPO in September 2023, Tribe Tech has made significant progress and
commercial interest in its products remains strong. The Company has completed
the manufacturing of the first generation autonomous TTDS GC 700 drill rig
(the "Drill Rig") for the delivery to Major Drilling Group International Inc
("Major Drilling") with a stage payment invoice issued and paid at this
milestone. The Drill Rig is currently in the factory undergoing testing and
the pre-delivery commissioning phase in collaboration with the customer.
Following the completion of this factory testing and the pre-delivery
commissioning phase, the Drill Rig will be ready for despatch for shipment to
Australia by the end of July 2024 and is scheduled to arrive in Australia by
the end of September 2024. Following this, we expect that the customer to
carry out commissioning of the Drill Rig in the field during the last quarter
of 2024.

 

Separately, the Company is also pleased to report that it has shipped its
first reverse circulation drilling cyclone and sample splitting system (the
"Sample System") unit to Johannesburg, South Africa. This Sample System will
be used by Master Drilling (www.masterdrilling.com
(http://www.masterdrilling.com/) ), a drilling contractor to Anglo American,
in grade control application. This is following the successful cyclone trials
on site at a major iron ore miner in 2023. In this regard, sample splitter
trials were conducted as planned at the Australian Automation and Robotics
Precinct during the first and second quarter of 2024. This has resulted in a
further provisional patent application. An order for the first
Cyclone-Splitter module has been received and is now being deployed at the
client's site in South Africa.

 

In February 2024, Tribe Tech signed a Joint Development Agreement (the
"Agreement") with Veracio Australia Pty Ltd ("Veracio"), a pioneering
technology company with a principal focus on orebody knowledge and subsidiary
of Boart Longyear, to jointly develop a new and novel system for blast hole
chip sampling, incorporating the Company's proprietary intellectual property
for RC chip sampling.

 

In addition, in October 2023, the Company refinanced its legacy debt with a
£3.0m facility from BPC UK Lending DAC ("BPC" or the "Facility"), secured on
terms more favourable than that available to Tribe Tech when it was a private
company. The Company has since repaid £0.52 million of its existing debt
facility with Growth Finance Fund LP.

 

Business restructuring

 

Notwithstanding the significant progress in both manufacturing and business
development, the Company has experienced challenging trading conditions due
to, inter alia, the postponement of revenues associated with the Company's
first Drill Rig. To address the impact of the postponement of revenues
associated with the Company's first Drill Rig, the board of directors of the
Company (the "Board or the "Directors") have identified a number of cost
saving opportunities to streamline the business.

 

In this regard, the Board have identified and initiated approximately a 30 per
cent. reduction in the Company's overall monthly operational costs.
Notwithstanding the initiation of these cost savings measures by the Company,
the implementation of all cost saving measures are anticipated to be phased.
In this regard, the Company anticipates benefitting from the cost savings from
September 2024 onwards.

 

These cost savings measures include a significant reduction in headcount
across operations and support functions of the Company. This headcount
reductions are anticipated to enable the business to operate in an agile
fashion during weakened trading conditions. Furthermore, the Company's
manufacturing capacity will be aligned with the current work programs with a
primary focus on servicing existing customer demand. The Company intends to
retain its specialist technical engineering resources to enable continued
product development as well as to enable the Company to provide customer field
support.

 

These headcount reductions are anticipated to build the foundation of an
efficient production process for future Drill Rigs, incorporating the
learnings from our first Drill Rig and to support the deployment of our first
commercial units in the field.

 

Board restructuring

 

In addition to the operations and support function headcount reductions, as
part of the Group's strategy to streamline costs, Tribe Tech today announces a
reduction in the size of its Board. In this regard, the Company has today
accepted Caroline Bault and Tim Langmead's respective notices to resign as
non-executive directors of the Company with immediate effect. The Board would
like to thank Tim Langmead and Caroline Bault for their contributions. Preeti
Mardia will lead the Group's new streamlined board as an independent
non-executive chair.

 

Use of net proceeds

 

The net proceeds of the Fundraise are anticipated to be approximately £1.23
million and the Directors intend to use the net proceeds towards (i)
finalising the development and commissioning of the Company's first Drill Rig;
(ii) commercialising the Company's Sample System product line; and (iii)
general working capital as well as providing additional balance sheet
strength.

 

Based on the Company's internal projections, and assumptions regarding
customer adoption of the products and commissioning timeline, the Directors
believe that the net proceeds of the Fundraise are expected to provide a cash
runway for the Company to December 2024.

 

Details of the Placing and Subscription

 

The Placing will result in the issue of a total of 14,216,652 Placing Shares
and the Subscription will result in the issue of a total of 3,945,760
Subscription Shares, in each case at the Issue Price. Together the Placing and
the Subscription has conditionally raised approximately £0.81 million before
expenses for the Company.

 

The Placing Shares and the Subscription Shares, when issued and fully paid,
will rank pari passu in all respects with the existing Ordinary Shares in
issue and therefore will rank equally for all dividends or other distributions
declared, made or paid after the issue of the Placing Shares and the
Subscription Shares.

 

The issue and allotment of the Placing Shares is conditional, inter alia,
upon; i) the Placing Agreement not being terminated prior to Admission (as
defined below) and (ii) Admission in respect of the Placing Shares and the
Subscription Shares.

 

The Company and Allenby Capital have entered into a placing agreement pursuant
to which Allenby Capital has, subject to certain conditions, agreed to procure
subscribers for the Placing Shares at the Issue Price (the "Placing
Agreement"). The Placing Agreement contains provisions entitling Allenby
Capital to terminate the Placing (and the arrangements associated with it), at
any time prior to  Admission (as defined below) in certain circumstances,
including in the event of a material breach of the warranties given in the
Placing Agreement, the failure of the Company to comply with its obligations
under the Placing Agreement, or the occurrence of a force majeureevent or a
material adverse change affecting the financial position or business or
prospects of the Company. If this right is exercised, the Placing will not
proceed and any monies that have been received in respect of the Placing will
be returned to the applicants without interest and Admission will not occur.
The Company has agreed to pay Allenby Capital a placing commission and all
other costs and expenses of, or in connection with, the Placing, Convertible
Loan Notes and Admission.

 

The Fundraise is not being underwritten by Allenby Capital or any other
person.

 

Details of the Warrants

 

Subscribers in the Placing and the Subscription will receive one Warrant for
every two Ordinary Share subscribed for pursuant to the Placing and the
Subscription, with each Warrant entitling the holder to acquire one new
Ordinary Share at the Exercise Price (5.40 pence per new Ordinary Share being
a 20% premium to the price at which the Ordinary Shares are issued pursuant to
the Placing and the Subscription) at any time from the date of issue of the
Warrants up to the date that is 18-months from the date of Admission (as
defined below). Therefore, a total of 7,647,572 Warrants will be issued to
subscribe for up to 7,647,572 new Ordinary Shares. If all the Warrants are
exercised in full Tribe Tech will receive gross proceeds of a further
approximately £411k.

 

Entitlements to Warrants shall be rounded down and fractional entitlements
shall be disregarded. Warrant certificates are currently expected to be
dispatched to shareholders of the Company within 14 days of the issue of the
Placing Shares or Subscription Shares, as applicable. Upon exercise of the
Warrants, the underlying Ordinary Shares will be issued within 14 days. There
are also provisions in the Warrant Instrument for meetings of the holders of
Warrants in certain circumstances. Any Warrants remaining unexercised after
the end of the Warrant Exercise Period shall automatically expire without
compensation.

 

The Warrants are not secured and are non-transferable by the holders, except
to a limited group of Permitted Transferees, without the prior consent of the
Company. The Warrants will be in certificated form and none of the Warrants
will be admitted to trading on AIM or any other stock exchange. The Warrants
and any new Ordinary Shares issued on exercise are not EIS qualifying. The
Warrants are optional for EIS investors because taking warrants or shares on
exercise of warrants may cause loss of EIS benefits on the Subscription Shares
and on any future subscription for new Ordinary Shares by an investor that
might otherwise have qualified for EIS treatment.

 

Director and PDMR participation

 

The following Directors (as defined in UK MAR) have conditionally subscribed
for a total of 529,418 new Ordinary Shares at the Issue Price in the
Subscription:

 

 Director/PDMR/  Existing beneficial shareholding  New Ordinary  Shares subscribed for   Beneficial shareholding on completion of the Fundraise  Percentage of   enlarged issued share capital
 Charlie King    80,952,220*                       444,444                               81,396,664**                                            33.90%
 Michael Irvine  585,312                           84,974                                670,286                                                 0.28%

 

*This holding is comprised of 74,144,695 ordinary shares held by Charlie King,
2,180,513 Ordinary Shares held by the Dunnanelly Family Trust and 4,627,012
Ordinary Shares held by Murray Connell, Charlie King's father-in-law.

 

**This holding is comprised of 74,589,139 ordinary shares held by Charlie
King, 2,180,513 Ordinary Shares held by the Dunnanelly Family Trust and
4,627,012 Ordinary Shares held by Murray Connell, Charlie King's
father-in-law.

 

The FCA notification in respect of these director dealings, made in accordance
with the requirements of UK MAR, is appended further below.

 

Convertible Loan Notes

 

The Convertible Loan Notes are being issued to certain VCT investors who must
hold at least 10% of their investment in the Company in shares. Loan Notes do
not qualify for EIS relief and are not available to EIS subscribers. The Notes
will be redeemed on 1 July 2029 (Redemption Date) if not converted on or prior
to such date. The Notes are unsecured and carry simple, non-compounded
interest at a rate of 7.5% per annum. The Notes are subordinated to the
Company's Beach Point Capital facility.

 

The accumulated interest will be paid to the Noteholders on the Redemption
Date. In the event of conversion of Notes by a Noteholder on or before the
Redemption Date, the Company shall pay to that Noteholder in cash all accrued
but unpaid interest on such Notes on the date of conversion. The interest can
be converted along with principal of conversion is triggered by certain events
referred to below. The Noteholders have no right to demand redemption of the
Notes at any time prior to the Redemption Date except with the Company's
consent or on certain events of default in the event of the financial distress
of the Company. The Company may redeem the Notes at any time from 18 months
after the issue of the Notes but only with the consent of the Noteholders.

 

The conversion price is variable depending on the circumstances in which the
Notes are being converted. On an early redemption or any other conversion
event  conversion will be 4.5p per share unless the price  calculated as
mentioned below for a specific event triggering conversion is lower:

o  Redemption Conversion - at the end of the term at the option of a
Noteholder or the Company - at the lower of the most recent placing price or
average mid-market price for the 90 days preceding the redemption;

o  Corporate Event Conversion on a future fundraise - at the most recent
placing price prior to the Corporate Event;

o  Exit Event Conversion on a takeover, change of control, sale of business -
at the lower of the price determined by the Exit Event or the most recent
placing price less, in each case, a discount of 25%.

 

Beach Point Capital Facility update

 

As announced on 25 October 2023, the Company entered into a £3.0 million
secured term loan facility agreement with BPC. The Facility contains standard
representations, warranties, covenants, indemnities and events of default for
a loan of its type. This includes three ordinary course financial covenants to
be tested during the term of the Facility: the cash covenant: requiring cash
held by the Company shall not fall below £1.0 million at any time; the
revenue covenant; and the EBITDA covenant. There are also ordinary course fees
payable to the lender, including an arrangement fee, a prepayment fee and an
exit fee ranging between 10 per cent. and 25 per cent. of the Facility. The
earlier the Facility is repaid, the lower the exit fee will be.

 

To support the Company, BPC have agreed to waive all financial covenants
(being cash, revenue and EBITDA) for a period of 18 months, with all covenants
being reset in 18 months' time at levels to be agreed between Tribe Tech and
BPC. BPC have agreed to roll up interest and add it to the principal amount of
the loan from 1 June 2024 to 1 June 2025, and to defer the first repayment of
principal by 12 months to Oct 2025). Together these changes increase the cash
available to the Company by at least £1.96m over the next 12 months. In order
to agree these terms, the Company have agreed that BPC will be issued a
warrant of 0.90% of the fully diluted share capital of the company following
the Placing and Subscription with a strike price equal to the placing price
and that these warrants are only exercisable within 18 months of issue (the
"BPC Warrants"). BPC would benefit from the same protections in respect of
share capital reorganisations to that given to existing or proposed warrant
holders.

 

Admission to AIM

 

Application has been made to the London Stock Exchange plc for the Placing
Shares and the Subscription Shares to be admitted to trading on AIM
("Admission"). It is currently anticipated that Admission will become
effective and that dealings in the Placing Shares and the Subscription Shares
will commence on AIM at 8.00 a.m. on or around 27 June 2024.

 

Total voting rights

 

Following Admission, the Company's issued ordinary share capital will comprise
240,110,183 Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Accordingly, with effect from Admission,
the above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

This announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging for the release
of this Announcement on behalf of Tribe Technology Plc is Charlie King, Chief
Executive Officer.

 

For further information, please visit www.tribetechgroup.com
(http://www.tribetechgroup.com/)  or contact:

 

 Tribe Technology PLC                                                  via Tavistock
 Charlie King, Chief Executive Officer

 Allenby Capital Limited (Nominated Adviser and Broker)                +44 20 3328 5656
 John Depasquale / Vivek Bhardwaj / Lauren Wright (Corporate Finance)  info@allenbycapital.com (mailto:info@allenbycapital.com)

 Tony Quirke / Joscelin Pinnington (Sales & Corporate Broking)

 Tavistock (Financial PR)                                              +44 20 7920 3150
  Rebecca Hislaire / Saskia Sizen                                      tribetech@tavistock.co.uk (mailto:tribetech@tavistock.co.uk)

 

About Tribe Tech

 

Established in 2019, Tribe Tech is an AIM listed company founded to create a
safer, more efficient work environment through the development of fully
autonomous RC Drill Rigs and sampling solutions for the mining industry.

 

Based in Northern Ireland and Western Australia, the Group's core activities
are the development, in-house manufacturing, and sale of its autonomous RC
Drill Rigs incorporating its core proprietary intellectual property, the Tribe
Technology Drilling System ("TTDS").

 

In March 2024, the Company completed the build of the world's first autonomous
RC Drill Rig following orders from Tier 1 mining companies and 150,000
development hours.

 

Tribe Tech's market-leading technology will help to revolutionise the mining
industry, enabling digitisation and intelligent insight through Artificial
Intelligence (AI), dramatically improving safety outcomes and streamlining
operations.

 

Director/PDMR UK MAR disclosure

 

The following notification, made in accordance with the requirements of the UK
Market Abuse Regulation, gives further details.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Names                                                        Name            Position

                                                                 Charlie King    Chief Executive Officer
                                                                   Michael Irvine  Non-Executive Director
 2    Reason for the notification

 a)   Position/status                                              As above

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Tribe Technology Plc

 b)   LEI                                                          213800PL4X3CIEAPTL37

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 0.05 pence each in the share capital of Tribe Technology

                                                            Plc ("Ordinary Shares")

 b)   Identification code                                          GB00BMY63X13

 c)   Nature of the transaction                                    Purchase of Ordinary Shares

 d)   Price(s) and volume(s)

Name            No. Shares  Price
                                                                   Charlie King    444,444     4.5 pence
                                                                   Michael Irvine  84,974      4.5 pence

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transactions                                     25 June 2024

 f)   Place of the transaction                                     Outside of a trading venue

2

 

Reason for the notification

a)

 

Position/status

 

As above

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

 

Name

 

Tribe Technology Plc

b)

 

LEI

213800PL4X3CIEAPTL37

4

 

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

 

Description of the financial instrument, type of instrument

 

Ordinary Shares of 0.05 pence each in the share capital of Tribe Technology
Plc ("Ordinary Shares")

b)

Identification code

 

GB00BMY63X13

c)

 

Nature of the transaction

 

Purchase of Ordinary Shares

 

 

 

d)

 

Price(s) and volume(s)

 

 Name            No. Shares  Price
 Charlie King    444,444     4.5 pence
 Michael Irvine  84,974      4.5 pence

 

 

d)

 

Aggregated information

- Aggregated volume

- Price

N/A

e)

 

Date of the transactions

25 June 2024

f)

 

Place of the transaction

Outside of a trading venue

 

IMPORTANT NOTICES

 

Notice to Distributors

 

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 securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Product Intervention and Product Governance
Sourcebook ("PROD") (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of PROD and the UK
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 retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in chapter 3 of the FCA
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (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 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, Allenby Capital will only
procure 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 or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended and as this is applied in the United Kingdom ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the European
Parliament, as they form part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended; 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 Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). The Ordinary Shares are not appropriate for
a target market of investors whose objectives include no capital loss.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital projection,
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 Fundraise. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Allenby Capital 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 Ordinary
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

Forward Looking Statements

 

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' beliefs or current expectations.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

 

Notice to overseas persons

 

This announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan or the
Republic of South Africa or any jurisdiction into which the publication 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 or acquire shares in the capital of the Company in
Australia, Canada, Japan,  the Republic of South Africa or any jurisdiction
in which such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves about, and
to observe, such restrictions.

 

General

 

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) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.

 

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

 

Allenby Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting as Nominated Adviser and Sole Broker to the Company in
connection with the Fundraise. Allenby Capital will not be responsible to any
person other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other person in
connection with the Fundraise or any acquisition of shares in the Company.
Allenby Capital has not authorised the contents of, or any part of, this
announcement, no representation or warranty, express or implied, is made by
Allenby Capital in respect of such contents, 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 material
information, save that nothing shall limit the liability of Allenby Capital
for its own fraud. Allenby Capital's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or to any
Director or to any other person.

 

No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that the 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.

 

This announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraise. 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 new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.

 

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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