Proposed Fundraising

Unbound

21/07/2022 16:35

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RNS Number : 3540T  Unbound Group PLC  21 July 2022

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21 July 2022

Unbound Group plc

Proposed Placing and Subscription to raise, in aggregate, approximately £3.3
million

and

Open Offer to raise a maximum of approximately £1 million

Introduction

Unbound Group plc (AIM:UBG) ("Unbound", together with its subsidiary
undertakings, the "Group") today announces a proposed conditional placing of
20,783,334 new ordinary shares of 1 pence each* ("Ordinary Shares") in the
capital of the Company (the "Placing Shares") at a price of 15 pence per
Placing Share (the "Issue Price") (the "Placing"). This includes participation
in the Placing by certain of the Company's Directors, who intend to subscribe
for approximately 566,667 Placing Shares. In addition to the Placing, certain
of the Directors and other members of the Company's senior management team,
who are not directly participating in the Placing, intend to subscribe for
1,221,281 new Ordinary Shares (the "Subscription Shares") at the Issue Price.
Together, the Placing and the Subscription will raise, in aggregate, gross
proceeds of approximately £3.3 million.

Qualifying Shareholders will also be offered the opportunity to subscribe for
an aggregate of, up to,  6,675,849 new Ordinary Shares through an open offer
at the Issue Price (the "Open Offer Shares" and, together with the Placing
Shares and Subscription Shares, the "New Ordinary Shares") to raise up to
approximately £1.0 million (before expenses) (the "Open Offer", and together
with the Placing and the Subscription, the "Fundraising").

* Subject to the Share Capital Reorganisation, as summarised below.

Key highlights

The Company is seeking to raise gross proceeds of approximately £3.3 million
via the Placing and the Subscription and up to approximately £1.0 million via
the Open Offer to accelerate its growth strategy and boost profitability,
primarily by funding investment in four key areas:

·       Driving digital connection with its target customer base by
growing the partner brand strategy;

·       Reactivating dormant retail customers through the expansion of
its garden centre concession model portfolio;

·       Investing in technology to improve the customer experience,
deliver cost efficiencies and facilitate accelerated scalable growth; and

·       Increasing inventory effectiveness by utilising European
suppliers with shorter lead time procurement of design-led finished and
own-brand goods.

Summary

·       Proposed Placing and Subscription of 22,004,615 shares at a
price of 15 pence per share to raise gross proceeds of £3.3 million.

·       The Placing is to be conducted by way of an accelerated
bookbuild process (the "Bookbuilding Process") by Singer Capital Markets
Securities Limited ("Singer Capital Markets", the Company's broker and sole
bookrunner), which will be launched, immediately following the publication of
this Announcement, in accordance with the terms and conditions set out in set
out in the Appendix.

·       Proposed participation by certain of the Directors and other
members of the Company's senior management team for 566,667 Placing Shares and
1,221,281 Subscription Shares at the Issue Price. This represents a combined
participation in the Fundraise of £268,192.

·       The Issue Price represents a discount of approximately 31.8 per
cent. to the closing middle market price per Ordinary Share of 22 pence on 20
July 2022, being the last practicable trading day prior to the release of this
Announcement.

·       The New Ordinary Shares, assuming full take-up of the Open
Offer, will represent approximately 67.9 per cent. of the Company's existing
issued share capital (the "Existing Ordinary Shares").

·       The final number of Placing Shares to be placed will be
determined by Singer Capital Markets, in consultation with the Company, at the
close of the Bookbuilding Process and the result will be announced as soon as
practicable thereafter. The timing for the close of the Bookbuilding Process
and the allocation of the Placing Shares thereunder, will be determined at the
absolute discretion of Singer Capital Markets, in consultation with the
Company.

·       In order to provide Shareholders who do not take part in the
Placing with an opportunity to participate in the proposed issue of new
Ordinary Shares at the Issue Price, the Company is providing all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of up to
 6,675,849 Open Offer Shares, to raise up to approximately £1.0 million
(before expenses), on the basis of 1 Open Offer Share for every 6.33 Existing
Ordinary Shares held by the Qualifying Shareholder at the Record Date. Any
Open Offer Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application Facility.

·       The Fundraising is conditional upon, among other things, the
Placing Agreement entered into today between, amongst others, the Company and
Singer Capital Markets (the "Placing Agreement") not having been terminated
and becoming unconditional all respects, which includes the resolutions (the
"Resolutions") required to implement the Fundraising being duly passed by
Shareholders at the general meeting proposed to be held at the offices of
Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 10.00 a.m. on
10 August 2022 (the "General Meeting").

·       The Fundraising is not being underwritten.

·       The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the Placing.

Further details of the Placing will be set out in an announcement to be made
on the closing of the Placing, expected to be later today.

 

This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in the Appendix to this Announcement (which forms
part of this Announcement).

 

By choosing to participate in the Placing and by making an oral, electronic or
written offer to acquire Placing Shares, investors 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 of the
Placing contained herein, and to be providing the representations, warranties,
indemnities, acknowledgements, agreements and undertakings contained in the
Appendix.

Capitalised terms used in this announcement (including the appendix (the
"Appendix" and together, this "Announcement")) have the meanings given to them
in the section headed "Definitions" at the end of this Announcement, unless
the context provides otherwise.

Enquiries:

Unbound Group plc

Ian Watson, Chief Executive Officer

Dan Lampard, Chief Financial Officer

020 3874 8300

 

Singer Capital Markets (Nominated Adviser, Sole Broker and Sole Bookrunner)

Peter Steel / Tom Salvesen / Alaina Wong / Kailey Aliyar

020 7496 3000

 

Vico Partners (Financial PR Adviser)

Sofia Newitt

020 3957 5045

 

Details of the Fundraising

Singer Capital Markets Securities Limited is acting as sole broker and
bookrunner in connection with the Placing and Singer Capital Markets Advisory
LLP is acting as nominated adviser to the Company in connection with the
Fundraising and Admission. The Placing is subject to the terms and conditions
set out or referred to in the Appendix to this Announcement.

Singer Capital Markets will today commence the Bookbuilding Process in respect
of the Placing. The final number of Placing Shares to be placed at the Issue
Price will be determined at the close of the Bookbuilding Process.

The book will open with immediate effect following this Announcement. The
timing of the closing of the Bookbuilding Process and allocations thereunder
are at the absolute discretion of Singer Capital Markets, having consulted
with the Company. Details of the number of Placing Shares will be announced as
soon as practicable after the close of the Bookbuilding Process. The Placing
is not being underwritten.

In addition, in order to provide Shareholders who do not take part in the
Placing with an opportunity to participate in the proposed issue of new
Ordinary Shares at the Issue Price, the Company is providing all Qualifying
Shareholders with the opportunity to subscribe for Open Offer Shares at the
Issue Price. Qualifying Shareholders subscribing for their full basic
entitlement under the Open Offer may also request additional Open Offer Shares
through the Excess Application Facility. The Open Offer is not being
underwritten.

A circular, containing further details of the Fundraising and convening the
General Meeting at which the Resolutions will be considered (the "Circular"),
is expected to be despatched to Shareholders on or around 22 July 2022 and the
Circular, once published, will be available on the Company's website at
https://unboundgroupplc.com/.

The Fundraising and the issue of the New Ordinary Shares are conditional upon,
among other things, the Resolutions being duly passed by Shareholders at the
General Meeting.

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the then Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue. The Placing Shares and Subscription Shares represent
an increase of approximately 52.1 per cent. of the existing issued ordinary
share capital of the Company (immediately following Admission and assuming no
other Ordinary Shares are issued before that time).

Admission, settlement and CREST

Application will be made for up to 28,680,464 New Ordinary Shares (comprising
20,783,334 Placing Shares, 1,221,281 Subscription Shares and up to 6,675,849
Open Offer Shares) to be admitted to trading on the AIM market ("AIM") of
London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Subject, amongst other things, to the passing of the Resolutions, settlement
for the New Ordinary Shares and Admission are expected to take place at 8.00
a.m. on or around 11 August 2022 (or such later time and/or date as the Singer
Capital Markets may agree with the Company not being later than 8.00 a.m. on 1
September 2022). In addition to the passing of the Resolutions, the
Fundraising is conditional upon, among other things, Admission becoming
effective and the Placing Agreement entered into today between the Company,
Singer Capital Markets Advisory LLP and Singer Capital Markets (the "Placing
Agreement") not being terminated in accordance with its terms.

The Appendix sets out further information relating to the Bookbuilding Process
and the terms and conditions of the Placing. Persons who have chosen to
participate in the Placing, by making an oral, electronic 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.

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 Daniel Lampard, Chief Financial Officer of the
Company.

 

Expected Timetable for the Fundraising

                                                                                 2022
 Placing and Bookbuild commenced                                                 21 July
 Record Date and time for entitlements under the Open Offer                      6.00 p.m. on 19 July
 Announcement of the Fundraising                                                 21 July

 Posting of the Circular, Application Forms and Forms of Proxy                   22 July
 Existing Ordinary Shares marked 'ex' by London Stock Exchange                   8.00 a.m. on 22 July
 Basic Entitlements and Excess Open Offer Entitlements credited to stock         8.00 a.m. on 25 July
 accounts in CREST of Qualifying CREST Shareholders
 Recommended latest time for requesting withdrawal of Basic Entitlements and     4.30 p.m. on 2 August
 Excess Open Offer Entitlements from CREST
 Latest time for depositing Basic Entitlements and Excess Open Offer             3.00 p.m. on 3 August
 Entitlements into CREST
 Latest time and date for splitting of Application Forms (to satisfy bona fide   3.00 p.m. on 4 August
 market claims only)
 Last time and date for receipt of completed Forms of Proxy                      10.00 a.m. on 8 August
 Latest time and date for receipt of completed Application Forms and payment in  11.00 a.m. on 8 August
 full under the Open Offer or settlement of relevant CREST instruction (as
 appropriate)
 General Meeting                                                                 10:00 a.m. 10 August
 Record Date for the Corporate Restructure                                       6.00 p.m. 10 August
 Results of Placing and Open Offer announced through an RIS                      10 August
 Effective Date for the Corporate Restructure                                    7.00 a.m. on 11 August
 Admission and commencement of dealings in the Placing Shares and the Open       8:00 a.m. 11 August
 Offer Shares
 Placing Shares and Open Offer Shares credited to CREST stock accounts           11 August
 Despatch of definitive share certificates for Placing Shares and Open Offer     within 14 days of Admission
 Shares held in certificated form

 

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.

FURTHER INFORMATION

Background to and reasons for the Fundraising

Overview

Since admission to AIM on 1 February 2022, Hotter Shoes has been the sole
trading business within Unbound Group and is the foundation for developing a
curated multi-brand retail platform supporting the active lifestyles of the
over 55 age demographic with a vision "to help people move better, feel better
and do more of what they love". The Company has now prepared its website,
which will be live with a selection of third-party partner brands on 28 July
2022, with a further Autumn Winter collection launch in September 2022.

Unbound's fully expanded offering beyond footwear will feature a curated range
of active lifestyle products and services, with third-party complementary
brands featuring alongside new Unbound brands, as well as Hotter.

Background to Hotter Shoes

Hotter Shoes, a UK footwear company, was formed in 1959 in Skelmersdale in
Lancashire, UK, initially as a catalogue-based, vertically integrated, comfort
footwear brand. The business provides footwear with an uncompromising focus on
comfort and fit, delivered through the use of differentiated technology, to
consumers predominantly in the UK but also in the US, focusing on the over 55
age demographic.

Hotter Shoes now operates as a digitally-led omni-channel proposition through
online channels, supported by a strategically selected network of 17
technology-led retail stores and eight garden centre concessions across the
UK.

Hotter Shoes has a strong brand reputation amongst its core demographic,
demonstrated by recent studies showing that 60 per cent. of the people
surveyed (aged 50+) recognise Hotter Shoes as the number one brand for comfort
shoes in the UK, ahead of Clarks on 57 per cent., Ecco on 49 per cent. and
M&S and Gabor on 27 per cent. each. This sector (comfort and fit) is a
significant segment of the footwear market, where numerous trends support
positive market growth dynamics compared to other market segments.
Furthermore, Hotter Shoes has a differentiated, premium product range, where
68 per cent. of its range is continuity product rather than fashion footwear,
focusing on "Cushion+" lightweight cushioned soles, "Stability+" ultra
supportive and "Precision fit" with over 40 width and size combinations.

Under previous management, the business pursued a store rollout plan
culminating in expansion to approximately 100 stores by 2017. A difficult
period followed during which Hotter's stores suffered from challenging high
street conditions, culminating in the appointment of Ian Watson, the Group's
Chief Executive Officer, in March 2019. In the past three years, the business
has undergone a transformation with a pivot towards digital channels. The
Company undertook a CVA process in 2020 to close the majority of its stores,
leaving 17 profitable standalone stores and six (now, eight) concessions
located in garden centres. In addition, since 2019, the Company has invested
in its technology platforms, e-commerce channels, in-store 3D foot-scanning
technology and digital touch screen kiosks, and introduced a new app with
augmented reality features.

Approximately 75 to 80 per cent. of Hotter Shoes' products are produced using
specialist injection moulding techniques at its manufacturing facility in
Skelmersdale in Lancashire, UK. The facility has the capacity to produce
approximately 63,000 pairs per week compared to approximately 24,000 pairs on
average currently, equivalent to approximately 2.5 million pairs a year
(versus approximately 1 million pairs per annum currently), without a
requirement for additional infrastructure spend. The business has a culture of
continuous efficiency improvement using Lean Six Sigma Principles, for example
resulting in efficiency wins such as approximately £225,000 of labour saving
during the financial year ended 31 January 2022.

In contrast to a 12-week lead time for Far East sourced goods, Hotter's shoes
produced at Skelmersdale are available for despatch within 72 hours of
manufacturing. The on-shore production facility provides flexibility and
resilience and is considered by the Directors as one of the Group's key
strengths in terms of increasing availability and reducing lead times and
cost. Additionally, the Group's carbon footprint from having a UK
manufacturing facility is significantly reduced.

For the financial year ended January 2022, Hotter's revenue totalled £51.8
million (FY21: £44.5 million), with EBITDA of £5.6 million (FY21: £0.9
million loss), representing an EBITDA margin of 10.8 per cent. (FY21: -2.0 per
cent.) and pre-tax profit of £0.3 million (FY21: £6.6 million loss),
representing a pre-tax profit margin of 0.5 per cent. (FY21: -14.9 per cent.).
In FY22, the majority of Hotter's revenue (£34.6 million or 67 per cent.) was
made up of UK Direct to Consumer sales, with £7.9 million (15 per cent.) from
retail stores. The remaining 18 per cent. was split between US Direct to
Consumer (£5.2 million or 10 per cent.,), Digital Partnerships (£2.6 million
or five per cent.) and Wholesale (£1.5 million or three per cent.).

Background to the Unbound platform

As part of Unbound's expansion beyond Hotter Shoes, starting from 28 July
2022, Unbound will on-board at least 14 partner brands, which will be sold on
its new Unbound platform online. The Group is working with its partner brands
to determine launch dates for each brand, the brands listed will launch
between July 2022 and October 2022. At the point of initial launch there will
be seven brands live on site, which will be followed by a further
Autumn/Winter launch in September 2022.

There are strict criteria in place for third party brands selection, with
clear methodology to ensure that brands being given direct access to Hotter's
customer base bring certain characteristics. For brands to be granted access,
they must:

·      be relevant to the comfort/fit-driven consumer;

·      be desirable and appeal to the target customer;

·      bring specialism and expertise to add incrementally to the
existing offer; and

·      have a sustainability roadmap, with credentials that amplify
Unbound's own sustainability story.

The Group also intends to expand into other areas including wellness
categories in Q4 2022, and its own Unbound apparel launch in Q2 2023.

Market drivers and expansion opportunity

As a result of the Hotter Shoes' history and brand, the Group has a growing
(currently 4.6 million individuals) customer database, with approximately 30
per cent. of the 55+ female population in the UK represented. With c. 15
million website visits each year, the customer base continues to grow, with
the Group's email database having exceeded 1 million individuals in 2022.

Unbound's target demographic is not only the fastest growing demographic of
the UK population, it is also an increasingly wealthy demographic generally
experiencing a higher discretionary spend compared with the under 55s. The
Group's target cohort of customers aged 55+ is increasingly focusing on health
and wellbeing and becoming more active with the largest percentage rise in
exercise participation being in this cohort. The majority of e-commerce
businesses tend to be focussed on younger demographics leaving, in the opinion
of the Directors, the Group's target demographic materially underserved
online, despite online shopping participation and general digital literacy
increasing the most amongst the over 65s age group.

The Directors believe that this offers an opportunity for sustainable
incremental growth beyond that already being targeted by the Group's Hotter
footwear brand. The Directors believe that Unbound has a specialist
'insight-led' focus on this under-served demographic and therefore intend to
seek to capitalise on this opportunity by accelerating the Company's growth
strategy.

Reasons for the equity raise

The Company is seeking to raise gross proceeds of approximately £3.3 million
via the Placing and Subscription and up to approximately £1 million via the
Open Offer to accelerate its growth strategy and boost profitability,
primarily by funding investment in four key areas:

·      driving digital connection with its target customer base by
growing the partner brand strategy;

·      reactivating dormant retail customers through the expansion of
its garden centre concession model portfolio;

·    investing in technology to improve the customer experience, deliver
cost efficiencies and facilitate accelerated scalable growth; and

·      increasing inventory effectiveness by utilising near shore
suppliers with shorter lead time procurement of design-led finished and
own-brand goods.

Driving digital connection with target customer base by growing the partner
brand strategy

The Group, via Hotter Shoes, has gone through a transformation over the last
few years, pivoting to a direct-to-consumer, omni-channel distribution
strategy with over 75 per cent. of its revenue through digital channels. A key
part of the Group's growth plan is driven by expanding its digital database
and opportunities to personalise its products and services.

Part of the Group's future growth plans will therefore be to diversify beyond
Hotter's expansion, with additional revenue to be generated from third party
brands targeting the same customer segment from July 2022 onwards. The
Directors believe that there is an opportunity to reactivate lapsed names
within the Group's 4.6 million customer database and substantially increase
the number of analogue customers and email subscribers from over 3.5 million
and over 1.1 million respectively at present.

The Company intends to operate a drop-ship commission-based partnership model
in the first instance, allowing partner brands to sell their products directly
to Unbound's database on the Unbound platform in a relatively seamless digital
process.

Unbound aims to broaden the offer to its target customers by growing the
collection of selective third party brands in certain product and service
verticals such as footwear, apparel and wellness. The wellness offering is
expected to open up the possibility of repeat subscription-based revenue
models.

The Group also intends to launch its own brand range of apparel during 2023.
The Directors believe that the Partnerships will be EBITDA and cash generative
from the outset and represent a significant opportunity for profitable growth,
but will require reinvestment in the short term. Own brand apparel is planned
to be a capsule collection based on customer insight, and will offer enhanced
gross margin opportunities versus the partnership commission model.

Reactivation of dormant retail customers through its garden centre concession
model

The Group has detailed insight into the locations of dormant retail customers,
who did not convert to digital channels after the 2020 CVA store closures.
Alongside its 17 profitable technology-led stores, in recent years the Company
has pursued a low lease liability and inventory model with a low capital entry
point through expansion into garden centres with a Hotter Shoes concession,
with the same technology as the standalone stores. There are currently eight
garden centre concessions in Dobbies and Notcutts with the most recent two
openings in June 2022 within the Notcutts chain at Rivendell, Cheshire and
Garden Pride, East Sussex.

The garden centre concession model is a key growth channel as a flexible
retail format situated in close proximity to Unbound's target demographic and
will increasingly play a key role in reactivating retail customers and
connecting with the target audience. The Company intends to invest
approximately £1.0 million to £1.2 million of the net proceeds of the
Fundraising in expanding its existing garden centre model to add over 20
concessions over three years, targeting approximately £1 million of
annualised incremental EBIT by FY26.

Investing in technology

As part of the Group's omni-channel offering to its increasingly digitally
literate customer base, it is seeking to continue enhancing its digital
channel. The Directors believe that there are various efficiency gains and
improvements in customer data insight and experience that can be made using
technology, which would result in increased revenue over time. Such
enhancements include, for example, additional marketplace functionality and
payment methods, automation of contact centre elements, investment in
improving the link between systems and simplifying legacy systems'
architecture. The Group intends to invest approximately £0.75 million to
£1.5 million of the net proceeds of the Fundraising in its technology,
targeting approximately £1 million of annualised incremental EBIT by FY26.

Increase inventory effectiveness by utilising near shore suppliers

The Group has identified the procurement of faster-turning design-led comfort
footwear ranges from third party suppliers with short lead time locations as
an incremental growth initiative. For example, trials with European suppliers
delivering new comfort styling with quick sell-through rates have proven
successful so far. These short lead time products enable the Group to bolster
the Hotter footwear range in-season, adapting to customer trading demand
trends at pace, which is particularly beneficial against a backdrop of current
challenging supply conditions.

Broadening the supply base to work with global best practice tier one
factories with faster delivery times matches the Group's strategy of retaining
the benefits and growth capacity of its UK manufacturing facility.
Approximately £0.75 million to £1.0 million of the net proceeds of the
Fundraising will therefore be invested in additional fast moving inventory
from such third parties, thereby complementing and broadening the existing
product offer and accelerating growth.

Any further funds raised from the Fundraising will also be applied to the
above growth opportunities.

Current trading and prospects

The Directors are pleased with the progress that Hotter Shoes has made in the
current financial year to date. Revenues in the four months to 31 May 2022
were £16.9 million, up 12.5 per cent. on the prior year period (£15.0
million), with gross margin also improving to 68.7 per cent. (2021: 66.7 per
cent.). This improvement in revenue partly reflects softer comparatives in the
prior period. The increase in margin is being driven by higher overall average
selling prices more than offsetting increased costs due to inflation, with
increased technology content in the range enabling a price premium, cost
discipline and the benefits of operating leverage all helping to drive year on
year profitable growth.

This performance has been achieved despite the macroeconomic headwinds
outlined in the Company's trading statement announced on 12 May 2022, namely
rising inflation, supply chain challenges and Russia's invasion of Ukraine.
Whilst the Directors believe that such challenges will persist over the
remainder of the current financial year, the Directors also believe that
Hotter Shoes' business model is proving resilient and adept at growing at
pace. The performance in the financial year to date also highlights the
continued strength of the Hotter brand and, with its active customer base
continuing to grow, the success of positioning the business as an omni-channel
retailer in the current environment.

Overall, Hotter Shoes continues to trade in line with the Board's expectations
for the current year ending 5 February 2023.

Overall Group net debt was £9.7 million at 30 June 2022, comprising £10.1
million of net debt within Hotter and £0.4 million of cash held by the
Company. Furthermore, the Directors note that current consensus market
expectations do not reflect any income or expenses associated with the Group's
growth plans for the wider Unbound platform or other Group costs such as for
the head office. The Directors estimate that these other Group costs will be
approximately £2 million in FY23.

The new Unbound multi-brand platform is expected to start generating revenues
in the second half of the current financial year onwards following the launch
of the platform on 28 July 2022. Starting from 28 July 2022 through to
October 2022, the Group will onboard 14 partner brands which will be sold on
its new platform. This will be supplemented by further brands in due course,
with the growth of the Unbound platform to be accelerated through investment
of some of the net proceeds of the Fundraising. The Directors expect the
Unbound platform to be moderately loss-making in FY23 and FY24 before the
benefits of scale flow through and, in this regard, the Directors reiterate
the guidance provided at the September 2021 Capital Markets Day, namely for
profits from non-Hotter revenues to account for approximately 25 per cent. of
the Group's profits in three years' time (i.e., FY25) and 50 per cent. by
FY27.

 

Capital reorganisation

The Issue Price (15 pence) is lower than the current nominal value of an
Ordinary Share (25 pence). The issue of new shares at a price which is less
than the current nominal value is prohibited under the Companies Act 2006.
Accordingly, it will be necessary to undertake the Share Capital
Reorganisation to enable the Company to issue shares in the future (including
New Ordinary Shares pursuant to the Fundraising) at a price which is less than
the current nominal value of an existing Ordinary Share. It is therefore
proposed that each existing Ordinary Share shall be subdivided into 1 ordinary
share of £0.01 (New Ordinary Share) and 1 deferred ordinary share of £0.24
(Deferred Share). The interests of existing Shareholders (both in terms of
their economic interest and voting rights) will not be diluted by the
implementation of the Share Capital Reorganisation.

The Deferred Shares created will be effectively valueless as they will not
carry any voting or dividend rights and will have no effect on the economic
interest of the shareholders. The New Ordinary Shares shall have the same
rights and shall be subject to the same restrictions (save as to nominal
value) as the existing Ordinary Shares. The rights attaching to the
aforementioned shares will be set out in amended articles of association of
the Company, to be adopted (subject to approval at the General Meeting) as
part of the Share Capital Reorganisation.

No application will be made to the London Stock Exchange for the Deferred
Shares to be admitted to trading on AIM nor will any such application be made
to any other exchange. No CREST accounts of shareholders will be credited in
respect of any entitlement to any Deferred Shares. No share certificates will
be issued for the Deferred Shares.

The Share Capital Reorganisation is subject to Shareholder approval and
further details will be set out in the Circular.

 

Directors' and Substantial Shareholder intentions

Certain Directors of the Company (the "Participating Directors") and a
substantial shareholder (as defined in the AIM Rules) have each indicated
their intention to participate in the Subscription and the Placing.

The proposed participation by the Substantial Shareholder would constitute a
related transaction under Rule 13 of the AIM Rules for Companies. Further
details of any confirmed participation by the Participating Directors and by
any substantial shareholder in the Company will be set out in the announcement
to be made summarising the results of the Bookbuilding Process.

Those Directors that hold Existing Ordinary Shares do not intend to
participate in the Open Offer.

Voting intentions

Those Directors that hold Existing Ordinary Shares have undertaken irrevocably
to vote in favour of the Resolutions in respect of their respective entire
holdings of Existing Ordinary Shares representing, in aggregate, approximately
7.52 per cent. of the Existing Ordinary Shares.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained
in it, is for publication, release, transmission, distribution or forwarding,
in whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be unlawful
(or to any persons in any of those jurisdictions). This Announcement is for
information purposes only and does not constitute or contain an offer to sell
or issue, or the solicitation of an offer to buy, acquire or subscribe for
shares in the capital of the Company in the United States, Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction (or to any
persons in any of those jurisdictions) in which the same would be unlawful.
This Announcement has not been approved by the London Stock Exchange. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US
Securities Act or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, pledged, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or other jurisdiction of the United States. No public
offering of securities is being made in the United States. The Placing Shares
have not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, any state securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits or demerits of the offering of the Placing
Shares. Subject to certain exceptions, the securities referred to in this
Announcement may not be offered or sold in the United States, Australia,
Canada, Japan or the Republic of South Africa or to, or for the account or
benefit of, any national, resident or citizen of the United States, Australia,
Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States,
United Kingdom or elsewhere. All offers of the Placing Shares will be made
pursuant to an exemption from the requirement to produce a prospectus under
the EU Prospectus Regulation or the UK Prospectus Regulation.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a 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.

No prospectus has been or will be made available in connection with the
matters contained in this Announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published. Members of the public are not eligible to take part in the
Placing. This Announcement (including the terms and conditions contained in
this Announcement) is for information purposes only and (unless otherwise
agreed by Singer Capital Markets) is directed at and is only distributed to:
(a) persons in member states of the EEA who are qualified investors within the
meaning of Article 2(e) of the EU Prospectus Regulation; (b) persons in the
United Kingdom, who are qualified investors, being persons falling within the
meaning of Article 2(e) of the UK Prospectus Regulation, and who: (i) have
professional experience in matters relating to investments falling within the
definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); or (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of the Order;
or (c) persons to whom it may otherwise lawfully be communicated, (each such
persons in (a), (b) and (c) together being referred to as "Relevant Persons").
This Announcement (including the terms and conditions set out in this
Announcement) must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement (including the terms and conditions set out in this
Announcement) relates is available only to, and will be engaged in only with,
Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by Singer Capital Markets, or by any of
their respective partners, directors, officers, employees, agents, advisers,
consultants or affiliates as to, or in relation to, the accuracy, fairness or
completeness of the information or opinions contained in this Announcement or
any other written or oral information made available to or publicly available
to any interested person or its advisers, and any liability therefore is
expressly disclaimed. The information in this Announcement is subject to
change.

Singer Capital Markets, which is authorised and regulated in the United
Kingdom by the FCA is acting solely for the Company and no-one else in
connection with the Placing and the transactions and arrangements described in
this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. Singer Capital
Markets is not responsible to anyone other than the Company for providing the
protections afforded to clients of Singer Capital Markets or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described in this Announcement.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser to
the Company for the purposes of the AIM Rules and no-one else in connection
with the Placing and the transactions and arrangements described in this
Announcement and will not be responsible to any other person (whether or not a
recipient of this Announcement) as a client in relation to the Placing or the
transactions and arrangements described in this Announcement. SCM Advisory is
not responsible to anyone other than the Company for providing the protections
afforded to clients of SCM Advisory or for providing advice in connection with
the contents of this Announcement, the Placing or the transactions and
arrangements described in this Announcement. SCM Advisory'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.

None of the information in this Announcement has been independently verified
or approved by Singer Capital Markets or any of their respective partners,
directors, officers, employees, agents, advisers, consultants or affiliates.
Save for any responsibilities or liabilities, if any, imposed on Singer
Capital Markets by FSMA or by the regulatory regime established under it, no
responsibility or liability whatsoever whether arising in tort, contract or
otherwise, is accepted by Singer Capital Markets or any of its partners,
directors, officers, employees, agents, advisers, consultants or affiliates
whatsoever for the contents of this Announcement (including, but not limited
to, any errors, omissions or inaccuracies in the information or any opinions)
or for any other statement made or purported to be made by or on behalf of
Singer Capital Markets or any of its partners, directors, officers, employees,
agents, advisers, consultants or affiliates in connection with the Company,
the Placing Shares or the Placing or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of this
Announcement or its contents or otherwise in connection with this Announcement
or from any acts or omissions of the Company in relation to the Placing.
Singer Capital Markets and its partners, directors, officers, employees,
advisers, consultants and affiliates accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort, contract or
otherwise in respect of any statements or other information contained in this
Announcement and no undertaking, representation or warranty, express or
implied, is made by Singer Capital Markets or any of its partners, directors,
officers, employees, agents, advisers, consultants or affiliates as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.

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

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including, without limitation, nominees and
trustees) who have a contractual right or other legal obligations to forward a
copy of this Announcement (or any part of it) should seek appropriate advice
before taking any action.

In connection with the Placing, Singer Capital Markets and any of its
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placing as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts or otherwise deal
for their own account in such shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references to Placing Shares being offered, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or acquisition,
placing or dealing by, Singer Capital Markets and any of its affiliates acting
in such capacity. In addition, Singer Capital Markets and any of its
affiliates may enter into financing arrangements (including swaps) with
investors in connection with which Singer Capital Markets and any of its
affiliates may from time to time acquire, hold or dispose of shares. Singer
Capital Markets does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. 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. There are a number of factors that could
cause actual results or developments to differ materially from those expressed
or implied by these forward-looking statements and forecasts. 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. No representation or warranty is made as to the
achievement or reasonableness of, and no reliance should be placed on, such
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. These forward-looking statements reflect the Company's judgment at the
date of this Announcement and are not intended to give any assurance as to
future results and the Company cautions that its actual results of operations
and financial condition, and the development of the industry in which it
operates, may differ materially from those made in or suggested by the
forward-looking statements contained in this Announcement and/or information
incorporated by reference into this Announcement (if any). The information
contained in this Announcement is subject to change without notice and except
as required by applicable law or regulation, the Company, its directors,
Singer Capital Markets, their respective affiliates and any person acting on
its or their behalf each expressly disclaims any obligation or undertaking to
publish any updates, supplements 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 statements are based, except
where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decision to subscribe for,
purchase, otherwise acquire Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Singer Capital Markets. This Announcement does not
constitute a prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any decision in
respect of the Company or other evaluation of any securities of the Company or
any other entity and should not be considered as a recommendation that any
investor should subscribe for, purchase, otherwise acquire, sell or otherwise
dispose of any such securities. Recipients of this Announcement who are
considering acquiring Placing Shares pursuant to the Placing are reminded that
they should conduct their own investigation, evaluation and analysis of the
business, data and property described in this Announcement. The price and
value of securities can go down as well as up and past performance is not a
guide to future performance, and investors may not get back the full amount
invested upon the disposal of such securities. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult with his or her
or its own legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
estimate or be relied upon as a guide to future performance, and no statement
in this Announcement should be interpreted to mean that earnings per share or
income, cash flow from operations or free cash flow for the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

References in this Announcement to other reports or materials, such as a
website address, have been provided to direct the reader to other sources of
information on the Company which may be of interest. 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.

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

The Appendix to this Announcement (which forms part of this Announcement) sets
out further information relating to the terms and conditions of the Placing
and the Bookbuild. Persons who choose to participate in the Placing, by making
an oral or written offer to subscribe for 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 in this Announcement and to be providing the representations,
warranties, undertakings, agreements, acknowledgements and indemnities in the
Appendix.

Information to distributors

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Singer Capital Markets or any of its affiliates that would permit
an offering of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and Singer Capital Markets to inform themselves about, and to observe,
such restrictions.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within Chapter 3 of 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 such Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in paragraphs 3.5 and 3.6 of 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 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, Singer Capital Markets 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 COBS 9A and COBS 10A, respectively; 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.

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 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU 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 EU 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 EU Target Market Assessment, Singer Capital
Markets will only procure investors who meet the criteria of professional
clients and eligible counterparties.

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

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

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

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET
OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") ARE 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 EEA, QUALIFIED INVESTORS
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK
PROSPECTUS REGULATION, AND 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; OR (3) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD 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 THE SALE OR
SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES
IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD,
PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S
PROMULGATED UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (OR TO ANY PERSONS IN
ANY OF THOSE JURISDICTIONS) IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

All offers of the Placing 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 FSMA does not require the approval
of the relevant communication by an authorised person.

The Placing 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 or demerits 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 for
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction outside 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 (or any part of it) should seek appropriate advice before taking
any action.

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

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

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

In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:

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

 

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

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

(b)      in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation:

(i)       the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom other than Qualified Investors or
in circumstances in which the prior consent of Singer Capital Markets has been
given to the offer or resale; or

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

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

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

(b)      in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation:

(i)       the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in a Relevant State other than Qualified Investors or in
circumstances in which the prior consent of Singer Capital Markets has been
given to the offer or resale; or

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

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

 

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

 

6.       except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 5 above) is outside the United States and acquiring
the Placing Shares in 'offshore transactions' as defined in and in accordance
with Regulation S promulgated under the Securities Act.

 

The Company and Singer Capital Markets will rely upon the truth and accuracy
of the foregoing representations, warranties, undertakings, agreements and
acknowledgements. Each Placee hereby agrees with Singer Capital Markets and
the Company to be bound by these terms and conditions as being the terms and
conditions upon which Placing Shares will be allotted and issued. A Placee
shall, without limitation, become so bound if Singer Capital Markets confirms
(orally or in writing) to such Placee its allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it 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. Accordingly, any dealing
in Placing Shares should not begin before any such notification is made.

No prospectus

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

Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Singer Capital Markets or the Company or any
other person and none of Singer Capital Markets, the Company nor any other
person acting on such person's behalf nor any of their respective affiliates
has or shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons (whether innocently or negligently)). Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing.

No Placee should consider any information in this Announcement to be legal,
financial, tax or business advice. Each Placee should consult its own legal
advisor, tax advisor, financial advisor and business advisor for legal, tax,
financial and business advice regarding an investment in the Placing Shares.

Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Singer Capital Markets is acting as sole broker and bookrunner in connection
with the Placing and has entered into the Placing Agreement with the Company
under which, on the terms and subject to the conditions set out in the Placing
Agreement, Singer Capital Markets, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure placees for the Placing
Shares. The Placing is not being underwritten by Singer Capital Markets or any
other person.

The price per Ordinary Share at which the Placing Shares are to be placed is
15 pence (the "Issue Price"). The timing of the closing of the book and
allocations are at the discretion of the Company and Singer Capital Markets.

The Placing Shares will be made up of approximately 20,783,334 new Ordinary
Shares issued and allotted by the Company. Accordingly, by participating in
the Placing, Placees agree to subscribe for Placing Shares.

The Placing Shares have been or will be duly authorised and will, when issued,
be credited as fully paid up and will be issued subject to the Articles of
Association and rank pari passu in all respects with the then existing
Ordinary Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of the Ordinary Shares
after the date of issue of the Placing Shares, and will on issue be free of
all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.

It is expected that Admission of the Placing Shares will occur at 8.00 a.m. on
11 August 2022 (or such later time or date as Singer Capital Markets may agree
with the Company, being no later than 8.00 a.m. on 1 September 2022) and that
dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

Singer Capital Markets will today commence the accelerated bookbuilding
process to determine demand for participation in the Placing by Placees (the
"Bookbuild"). This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.

Singer Capital Markets and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.

Participation in, and principal terms of, the Placing

1.       Singer Capital Markets is acting as sole broker and bookrunner
to the Placing, as agent for and on behalf of the Company, on the terms and
subject to the conditions of the Placing Agreement. SCM Advisory is acting as
nominated adviser to the Company in connection with the Placing and Admission.
Each of Singer Capital Markets and SCM Advisory are authorised and regulated
entities in the United Kingdom by the FCA and are acting exclusively for the
Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company in
relation to the matters described in this Announcement.

 

2.       Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by Singer Capital
Markets. Singer Capital Markets may itself agree to be a Placee in respect of
all or some of the Placing Shares or may nominate any member of its group to
do so.

 

3.       Following a successful completion of the Bookbuild, the Company
will confirm the closing of the Placing via the Result of Placing
Announcement.

 

4.       To bid in the Bookbuild, prospective Placees should communicate
their bid orally by telephone or in writing to their usual sales contact at
Singer Capital Markets. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue Price. Bids
may be scaled down by Singer Capital Markets on the basis referred to in
paragraph 6 below. Singer Capital Markets reserves the right not to accept
bids or to accept bids in part rather than in whole. The acceptance of the
bids shall be at Singer Capital Markets' absolute discretion, subject to
agreement with the Company.

 

5.       The Bookbuild is expected to close no later than 4.30 p.m. on
22 July 2022 but may be closed earlier or later at the discretion of Singer
Capital Markets. Singer Capital Markets may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The Company
reserves the right (upon the prior agreement of Singer Capital Markets) to
vary the number of shares to be issued pursuant to the Placing, in its
absolute discretion.

 

6.       Allocations of the Placing Shares will be determined by Singer
Capital Markets after consultation with the Company (and in accordance with
Singer Capital Markets' allocation policy as has been supplied by Singer
Capital Markets to the Company in advance of such consultation). Allocations
will be confirmed orally by Singer Capital Markets and a trade confirmation
will be despatched as soon as possible thereafter. Singer Capital Markets'
oral confirmation to such Placee constitutes an irrevocable legally binding
commitment upon such person (who will at that point become a Placee), in
favour of Singer Capital Markets and the Company, to subscribe for the number
of Placing Shares allocated to it and to pay the Issue Price in respect of
each such share on the terms and conditions set out in this Appendix and in
accordance with the Articles of Association. A bid in the Bookbuild will be
made on the terms and subject to the conditions in this Appendix and will be
legally binding on the Placee on behalf of which it is made and, except with
Singer Capital Markets' consent, such commitment will not be capable of
variation or revocation after the time at which it is submitted.

 

7.       Each Placee's allocation and commitment will be evidenced by a
trade confirmation issued to such Placee. The terms of this Appendix will be
deemed incorporated in that trade confirmation.

 

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

 

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

 

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

 

11.     To the fullest extent permissible by law, none of Singer Capital
Markets, the Company nor any of their respective affiliates, agents,
directors, officers, employees or advisers shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of Singer Capital Markets, the
Company, nor any of their respective affiliates, agents, directors, officers,
employees or advisers shall have any responsibility or liability (including,
to the extent permissible by law, any fiduciary duties) in respect of Singer
Capital Markets' conduct of the Placing or of such alternative method of
effecting the Placing as Singer Capital Markets and the Company may agree.

 

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

 

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement
becoming unconditional and not having been terminated in accordance with its
terms. Singer Capital Markets' obligations under the Placing Agreement are
conditional on customary conditions, including (amongst others) (the
"Conditions"):

1.       Admission occurring no later than 8.00 a.m. on 11 August 2022
(or such later time or date as Singer Capital Markets may otherwise agree with
the Company, being no later than 8.00 a.m. on 1 September 2022) (the "Closing
Date");

 

2.       the release of the Result of Placing Announcement through a RIS
by not later than 6:30 p.m. on the day following this Announcement (or such
later time and/or date as may be agreed in writing (including by email)
between the Company and Singer Capital Markets);

 

3.       the Resolutions having been duly passed without amendment (or
with such amendments as SCM Securities and SCM Advisory may agree) at the
General Meeting (or at any adjournment of the General Meeting);

 

4.       in the opinion of SCM Securities and SCM Advisory (each acting
in good faith), the Company having complied with all its obligations and
having satisfied all the conditions to be performed or satisfied by it under
the Placing Agreement, in each case which fall to be performed or satisfied on
or prior to Admission and not being in breach of the Placing Agreement;

 

5.       in the opinion of Singer Capital Markets and SCM Advisory (each
acting in good faith), none of the warranties given by the Company under the
Placing Agreement being untrue, inaccurate or misleading at each of: (a) the
date of the Placing Agreement; (b) the time that the Result of Placing
Announcement is released; and (c) immediately prior to Admission, in each case
by reference to the facts and circumstances then subsisting;

 

6.       in the opinion of Singer Capital Markets and SCM Advisory (each
acting in good faith), there being no change in, or any development that would
or would be likely to cause or to involve a prospective change in, or
affecting, the condition (financial, operational, legal or otherwise) or in
the earnings, business, management, properties, assets, general affairs,
solvency, rights, results of operations, business prospects or financial
prospects of any member of the Group or the Group (taken as a whole), whether
or not arising in the ordinary course of business and whether or not
foreseeable, the effect of which, in any case, would be material in the
context of the Placing or Admission (amongst other things) at any time prior
to Admission (whether or not foreseeable at the date of the Placing
Agreement); and

 

7.       in the opinion of Singer Capital Markets or SCM Advisory
(acting in good faith), the Company fails to comply with any obligation under
this agreement or otherwise relating to the Placing or Admission (amongst
other things).

 

Singer Capital Markets and SCM Advisory (acting together and in their absolute
discretion), without any obligation to do so and upon such terms as they shall
think fit, shall be entitled to waive fulfilment of the Conditions (other than
those referred to in paragraphs 1 and 3 above) in whole or in part or to
extend the time provided for fulfilment of any such Conditions in respect of
all or any part of the performance of them, by express notice in writing to
the Company. Any such extension or waiver will not affect Placees' commitments
as set out in this Appendix.

If: (a) any of the Conditions is not fulfilled on or before the relevant time
and/or date (or by such later time and/or date as agreed by Singer Capital
Markets and SCM Advisory (if applicable), and in any event no later than 8.00
a.m. on 1 September 2022; or (b) the Placing Agreement is terminated in the
circumstances specified below under "Right to terminate under the Placing
Agreement", the Placing will not proceed and the Placees' rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.

None of Singer Capital Markets, SCM Advisory or the Company, or any of their
respective affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
Condition to the Placing, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Singer Capital Markets and SCM Advisory.

Right to terminate under the Placing Agreement

Singer Capital Markets or SCM Advisory is entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with its terms in
certain circumstances, including (amongst other things):

1.       in the opinion of Singer Capital Markets or SCM Advisory
(acting in good faith), the Company fails to comply with any obligation under
the Placing Agreement or otherwise relating to the Placing or Admission
(amongst others);

 

2.       in the opinion of Singer Capital Markets or SCM Advisory
(acting in good faith), any matter or circumstance arises or might reasonably
be expected to arise as a result of which any of the Conditions will not be
satisfied by the requisite time and/or date;

 

3.       in the opinion of Singer Capital Markets or SCM Advisory
(acting in good faith), there has been a breach, or an alleged breach, of any
of the warranties given by the Company under the Placing Agreement;

 

4.       the application to the London Stock Exchange for the Placing
Shares to be admitted to trading on AIM is refused or withdrawn by the London
Stock Exchange, or, in the opinion of SCM Advisory, will not be granted; or

 

5.       upon the occurrence of certain force majeure events.

 

Upon termination, the parties to the Placing Agreement shall be released and
discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions.

By participating in the Placing, each Placee agrees that: (a) the exercise by
Singer Capital Markets and/or SCM Advisory of any right of termination or of
any other discretion under the Placing Agreement shall be within the absolute
discretion of Singer Capital Markets and/or SCM Advisory (as the case may be)
and that it need not make any reference to, or consult with, Placees and that
it shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise; and (b) its rights and obligations
terminate only in the circumstances described above under "Conditions of the
Placing" and "Right to terminate under the Placing Agreement", and its
participation will not be capable of rescission or termination by it after
oral confirmation by Singer Capital Markets of the allocation and commitments
following the close of the Bookbuild.

Restriction on Further Issue of Shares

The Company has undertaken to Singer Capital Markets and SCM Advisory that
(amongst other things), between the date of the Placing Agreement and a period
of 120 business days from Admission (the "Restricted Period"), it will not,
directly or indirectly, offer, pledge, sell, contract to sell or sell any
option or contract to purchase or purchase any option, grant any option, right
or warrant for the sale of, or otherwise transfer or dispose of any securities
of the same class as the Ordinary Shares or any securities convertible into or
exchangeable for securities of the same class as the Ordinary Shares, in cash
or otherwise, or otherwise allot any Ordinary Shares prior to or on the date
of Admission, in each case without the prior written consent of Singer Capital
Markets and SCM Advisory. The foregoing restriction shall not apply to: (a)
the issue and offer of the Placing Shares, Subscription Shares and Open Offer
Shares by the Company; (b) the granting or exercising of options or other
rights to acquire Ordinary Shares or rights related to Ordinary Shares or the
issue of Ordinary Shares in each case under the terms of the existing employee
share schemes of the Company and in accordance with past practice; and (c) the
allocations of Placing Shares made by Singer Capital Markets in connection
with the Placing.

By participating in the Placing, Placees agree that the exercise by Singer
Capital Markets and SCM Advisory of any power to grant consent to the
undertaking by the Company of a transaction which would otherwise be subject
to the restrictive provisions on further issuance under the Placing Agreement
shall be within the absolute discretion of Singer Capital Markets and SCM
Advisory and that they need not make any reference to, or consult with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB0003085445)
following Admission will take place within the system administered by
Euroclear ("CREST"), subject to certain exceptions. Singer Capital Markets
reserves the right to require settlement for, and delivery of, the Placing
Shares (or any part thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a trade confirmation stating the number of
Placing Shares allocated to them at the Issue Price, the aggregate amount owed
by such Placee to Singer Capital Markets and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that delivery and
payment is completed in accordance with the standing CREST or certificated
settlement instructions in respect of the Placing Shares that it has in place
with Singer Capital Markets.

The Company will deliver (or will procure the delivery of) the Placing Shares
to a CREST account operated by Singer Capital Markets as agent for the Company
and Singer Capital Markets will enter its delivery instruction into the CREST
system. The input to CREST by a Placee of a matching or acceptance instruction
will then allow delivery of the relevant Placing Shares to that Placee against
payment.

It is expected that settlement in respect of the Placing Shares will take
place on 11 August 2022 on a delivery versus payment basis.

Each Placee is deemed to agree that, if it does not comply with these
obligations, Singer Capital Markets may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Singer Capital Markets' account and benefit, an amount equal to the
aggregate amount owed by that Placee plus any interest due. The relevant
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by it and will be required to bear any stamp duty or SDRT or other
taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or SDRT. If
there are any circumstances in which any stamp duty or SDRT or other similar
taxes or duties (including any interest and penalties relating thereto) is
payable in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp
duty or SDRT is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Singer Capital Markets nor the
Company shall be responsible for payment thereof.

Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. on
11 August 2022 (or such later time or date as Singer Capital Markets may agree
with the Company, being no later than 8.00 a.m. on 1 September 2022) and on
the Placing Agreement being otherwise unconditional in all respects and not
having been terminated in accordance with its terms on or before Admission;
and (ii) being notified of its allocation by Singer Capital Markets, a Placee
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 Placee under
the Placing shall be in accordance with the arrangements described above.

Acknowledgements, confirmations, undertakings, representations, warranties and
agreements

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

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

 

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

 

3.       to be bound by the terms of the Articles of Association;

 

4.       the person whom it specifies for registration as holder of the
Placing Shares will be (a) itself or (b) its nominee, as the case may be.
Neither Singer Capital Markets nor the Company will be responsible for any
liability to stamp duty or SDRT or other similar taxes or duties imposed in
any jurisdiction (including interest and penalties relating thereto)
("Indemnified Taxes"). Each Placee and any person acting on behalf of such
Placee agrees to indemnify Singer Capital Markets and the Company on an
after-tax basis in respect of any Indemnified Taxes;

 

5.       neither Singer Capital Markets nor any of its affiliates
agents, directors, officers and employees accepts any responsibility for any
acts or omissions of the Company or any of the directors of the Company or any
other person in connection with the Placing;

 

6.       time is of the essence as regards its obligations under this
Appendix;

 

7.       any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to Singer Capital Markets;

 

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

 

9.       it has not received (and will not receive) a prospectus or
other offering document in connection with the Placing and acknowledges that
no prospectus or other offering document: (a) is required under the UK
Prospectus Regulation or other applicable law; and (b) has been or will be
prepared in connection with the Placing;

 

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

 

11.     Singer Capital Markets and its affiliates may enter into financing
arrangements and swaps with investors in connection with which Singer Capital
Markets and any of its affiliates may from time to time acquire, hold or
dispose of such securities of the Company, including the Placing Shares;

 

12.     Singer Capital Markets does not intend to disclose the extent of
any investment or transactions referred to in paragraphs 10 and 11 above
otherwise than in accordance with any legal or regulatory obligation to do so;

 

13.     Singer Capital Markets does not owe any fiduciary or other duties
to any Placee in respect of any discretions, obligations, representations,
warranties, undertakings or indemnities in the Placing Agreement;

 

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

 

15.     the content of the Placing Documents and the Publicly Available
Information has been prepared by and is exclusively the responsibility of the
Company (and such other persons specifically identified as accepting
responsibility to certain parts thereto (if any)) and neither Singer Capital
Markets nor any of its affiliates agents, directors, officers or employees nor
any person acting on behalf of any of them is responsible for or has or shall
have any responsibility or liability for any information, representation or
statement contained in, or omission from, the Placing Documents, the Publicly
Available Information or otherwise nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in the Placing Documents, the
Publicly Available Information or otherwise, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by such person;

 

16.     the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for Placing Shares is
contained in the Placing Documents or any Publicly Available Information (save
that, in the case of Publicly Available Information, a Placee's right to rely
on that information is limited to the right that such Placee would have as a
matter of law in the absence of this paragraph 16), such information being all
that such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares;

 

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

 

18.     neither Singer Capital Markets nor the Company nor any of their
respective affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them has provided, nor will provide, it with any
material or information regarding the Placing Shares or the Company or any
other person other than the information in the Placing Documents or the
Publicly Available Information; nor has it requested any of Singer Capital
Markets or the Company or any of their respective affiliates or any person
acting on behalf of any of them to provide it with any such material or
information;

 

19.     neither Singer Capital Markets or the Company will be liable for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;

 

20.     it may not rely, and has not relied, on any investigation that
Singer Capital Markets, any of its affiliates or any person acting on its
behalf, may have conducted with respect to the Placing Shares, the terms of
the Placing or the Company, and no such persons has made any representation,
express or implied, with respect to the Company, the Placing, the Placing
Shares or the accuracy, completeness or adequacy of the information in the
Placing Documents, the Publicly Available Information or any other
information;

 

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

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

(b)      will not look to Singer Capital Markets for all or any part of
any such loss it may suffer;

(c)      is experienced in investing in securities of this nature in this
sector and is aware that it may be required to bear, and is able to bear, the
economic risk of an investment in the Placing Shares;

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

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

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

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

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

 

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

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

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

24.     it and any person acting on its behalf is entitled to subscribe
for the Placing Shares under the laws and regulations of all relevant
jurisdictions that apply to it and that it has fully observed such laws and
regulations, has capacity and authority and is entitled to enter into and
perform its obligations as a subscriber of Placing Shares and will honour such
obligations, and has obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be required
thereunder and complied with all necessary formalities to enable it to commit
to this participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any person on
whose behalf it is acting, all necessary consents and authorities to agree to
the terms set out or referred to in this Appendix) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in Singer Capital Markets or the Company or any of
their respective affiliates and its and their directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing;

 

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

 

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

 

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

 

28.     the Placing Shares may not be offered, sold, or delivered,
directly or indirectly, in or into the Restricted Jurisdictions or any
jurisdiction (subject to certain exceptions) in which it would be unlawful to
do so and no action has been or will be taken by any of the Company or Singer
Capital Markets or any person acting on behalf of the Company or Singer
Capital Markets that would, or is intended to, permit a public offer of the
Placing Shares in the Restricted Jurisdictions or any country or jurisdiction,
or any state, province, territory or jurisdiction thereof, where any such
action for that purpose is required;

 

29.     no action has been or will be taken by any of the Company or
Singer Capital Markets or any person acting on behalf of the Company or Singer
Capital Markets that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any action for that purpose is required;

 

30.     unless otherwise specifically agreed with Singer Capital Markets,
it is not and at the time the Placing Shares are subscribed for, neither it
nor the beneficial owner of the Placing Shares will be, a resident of, nor
have an address in, in a Restricted Jurisdiction;

 

31.     it may be asked to disclose in writing or orally to Singer Capital
Markets:

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

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

32.     it is and the prospective beneficial owner of the Placing Shares
is, and at the time the Placing Shares are subscribed for will be outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
as defined in, and in accordance with, Regulation S promulgated under the US
Securities Act;

 

33.     it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in Regulation S
promulgated under the US Securities Act or by means of any "general
solicitation" or "general advertising" within the meaning of Regulation D
promulgated under the US Securities Act;

 

34.     it understands that the Placing Shares have not been, and will not
be, registered under the US Securities Act and may not be offered, sold or
resold, pledged or delivered in or into or from the United States except
pursuant to: (a) an effective registration statement under the US Securities
Act; or (b) pursuant to an exemption from the registration requirements of the
US Securities Act and, in each case, in accordance with applicable United
States state securities laws and regulations;

 

35.     it (and any account for which it is purchasing) is not acquiring
the Placing Shares with a view to any offer, sale or distribution thereof
within the meaning of the US Securities Act;

 

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

 

37.     it understands that there may be certain consequences under United
States and other tax laws resulting from an investment in the Placing and it
has made such investigation and has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the effects of
United States federal, state and local income tax laws and foreign tax laws
generally;

 

38.     it understands that the Company has not undertaken to determine
whether it will be treated as a passive foreign investment company ("PFIC")
for US federal income tax purposes for the current year, or whether it is
likely to be so treated for future years and neither the Company nor Singer
Capital Markets make any representation or warranty with respect to the same.
Accordingly, neither the Company nor Singer Capital Markets can provide any
advice to United States investors as to whether the Company is or is not a
PFIC for the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor Singer Capital Markets undertakes to
provide to United States investors or shareholders any information necessary
or desirable to facilitate their filing of annual information returns, and
United States investors and shareholders should not assume that this
information will be made available to them;

 

39.     if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and, if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;

 

40.     it has not offered or sold and will not offer or sell any Placing
Shares to persons in the EEA except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;

 

41.     if it is a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in the
United Kingdom other than Qualified Investors, or in circumstances in which
the express prior written consent of Singer Capital Markets has been given to
each proposed offer or resale;

 

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

 

43.     if in the United Kingdom, unless otherwise agreed by Singer
Capital Markets, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of the FCA Handbook Conduct of Business
Sourcebook ("COBS") and it is purchasing Placing Shares for investment only
and not with a view to resale or distribution;

 

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

 

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

 

46.     it has complied and will comply with all applicable laws with
respect to anything done by it or on its behalf in relation to the Placing
Shares (including all applicable provisions in FSMA and MAR) in respect of
anything done in, from or otherwise involving, the United Kingdom);

 

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

 

48.     it has complied with its obligations under the Criminal Justice
Act 1993 and Articles 8, 10 and 12 of MAR, the EU Market Abuse Regulation
596/2014 and in connection with money laundering and terrorist financing under
the Proceeds of Crime Act 2002, the Anti-Terrorism Crime and Security Act
2001, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof and the Money Laundering Sourcebook of the FCA (the
"Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;

 

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

 

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

 

51.     it (and any person acting on its behalf) has the funds available
to pay for the Placing Shares for which it has agreed to subscribe and
acknowledges and agrees that it will make payment in respect of the Placing
Shares allocated to it in accordance with this Appendix on the due time and
date set out in this Announcement, failing which the relevant Placing Shares
may be placed with other subscribers or sold as Singer Capital Markets may in
its sole discretion determine and without liability to such Placee, who will
remain liable for any amount by which the net proceeds of such sale falls
short of the product of the relevant Issue Price and the number of Placing
Shares allocated to it and will be required to bear any stamp duty, SDRT or
other taxes or duties (together with any interest, fines or penalties) imposed
in any jurisdiction which may arise upon the sale of such Placee's Placing
Shares;

 

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

 

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

 

54.     neither Singer Capital Markets nor any of its affiliates, nor any
person acting on behalf of them, is making any recommendations to it, advising
it regarding the suitability of any transactions it may enter into in
connection with the Placing and Singer Capital Markets is not acting for it or
its clients, and that Singer Capital Markets will not be responsible for
providing the protections afforded to clients or customers of Singer Capital
Markets or for providing advice in respect of the transactions described in
this Announcement;

 

55.     it acknowledges that its commitment to acquire Placing Shares on
the terms set out in this Announcement and in the trade confirmation, contract
note or other (oral or written) confirmation will continue notwithstanding any
amendment that may in future be made to the terms and conditions of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Singer Capital
Markets' conduct of the Placing;

 

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

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

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

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

57.     the rights and remedies of the Company and Singer Capital Markets
under these terms and conditions of the Placing 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;

 

58.     these terms and conditions of the Placing may be waived, varied or
modified as regards specific Placees or on a general basis by Singer Capital
Markets (including, without limitation, its timetable and settlement) at any
time before allocations of Placing Shares under the Placing are determined;

 

59.     in the case of a joint agreement to acquire Placing Shares,
references to a "Placee" in these terms and conditions are to each of such
Placees and such joint Placee's liability is joint and several; and

 

60.     these terms and conditions of the Placing and any agreements
entered into by it pursuant to the terms and conditions of the Placing, and
all non-contractual or other obligations arising out of or in connection with
them, shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract
(including any dispute regarding the existence, validity or termination of
such contract or relating to any non- contractual or other obligation arising
out of or in connection with such contract), except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by either
the Company or Singer Capital Markets in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities have a
quotation on a recognised stock exchange.

The foregoing acknowledgements, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of the Company as well
Singer Capital Markets and are irrevocable. Singer Capital Markets and the
Company and their respective affiliates and others will rely upon the truth
and accuracy of the foregoing acknowledgements, confirmations, undertakings,
representations, warranties and agreements.

Each prospective Placee, and any person acting on behalf of such Placee,
irrevocably authorises the Company and Singer Capital Markets to produce this
Announcement, pursuant to, in connection with, or as may be required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth in this Announcement.

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

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

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

Singer Capital Markets Securities Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as sole bookrunner exclusively for the
Company and no one else in connection with the Placing and will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

Taxation

The agreement to allot and issue certain of the Placing Shares by the Company
to Placees (and/or to persons for whom such Placee is contracting as agent)
free of stamp duty and SDRT relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct from the
Company for the Placing Shares in question.

There should be no liability to stamp duty or SDRT arising on the allotment of
the Placing Shares by the Company. The registration of and the issue of
definitive share certificates to Placees should not give rise to any liability
to stamp duty or SDRT. In addition, neither UK stamp duty nor SDRT should
arise on the transfers/sale of Ordinary Shares on AIM (including instruments
transferring Ordinary Shares and agreements to transfer Ordinary Shares).

Such statements assume that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or SDRT or other similar taxes or duties may be payable,
for which neither the Company nor Singer Capital Markets will be responsible
and the Placees shall indemnify the Company and Singer Capital Markets on an
after-tax basis for any stamp duty or SDRT or other similar taxes or duties
(together with interest, fines and penalties) in any jurisdiction paid by the
Company or Singer Capital Markets in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify Singer Capital Markets accordingly. Placees are advised to consult with
their own advisers regarding the tax aspects of the subscription for Placing
Shares.

The Company and Singer Capital Markets are not liable to bear any taxes that
arise on a sale of Placing Shares subsequent to their acquisition by Placees,
including any taxes arising otherwise than under the laws of any country in
the EEA. Each prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify Singer Capital Markets and
the Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Singer Capital Markets and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, SDRT and all other similar
duties or taxes in any jurisdiction to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that Placee or its
agent.

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

Supply and disclosure of information

If any of Singer Capital Markets, the Company's registrars, or the Company or
any of their respective officers, employees or agents request any information
about a Placee's agreement to acquire Placing Shares, such Placee agrees
promptly to disclose it to them and ensure that such information is complete
and accurate in all respects.

 

RELEVANT DEFINITIONS

 

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

 "£", "GBP", "pounds", "pound sterling" or "sterling", "p", "penny" or "pence"   are to the lawful currency of the UK
 Admission                                                                       admission of the Placing Shares, Subscription Shares and Open Offer Shares to
                                                                                 trading on AIM becoming effective in accordance with the AIM Rules
 AIM                                                                             AIM, a market operated by the London Stock Exchange
 AIM Rules                                                                       the AIM Rules for Companies published by the London Stock Exchange, as amended
 Announcement                                                                    this Announcement, including the Appendix
 Appendix                                                                        the appendix to this Announcement
 Articles of Association or Articles                                             the articles of association of the Company as at the date of this Announcement
 Bookbuild                                                                       the bookbuilding process to be commenced by Singer Capital Markets to use
                                                                                 reasonable endeavours to procure placees for the Placing Shares, as described
                                                                                 in this Announcement and subject to the terms and conditions set out in the
                                                                                 Appendix to this Announcement and the Placing Agreement;
 certificated or in certificated form                                            not in uncertificated form (that is, not in CREST)
 City Code                                                                       the City Code on Takeovers and Mergers;
 Company                                                                         Unbound Group plc
 CREST                                                                           the computerised settlement system to facilitate transfer of the title to an
                                                                                 interest in securities in uncertificated form operated by Euroclear
 CREST Regulations                                                               the Uncertificated Securities Regulations 2001, including (i) any enactment or
                                                                                 subordinate legislation which amends or supersedes those regulations; and (ii)
                                                                                 any applicable rules made under those regulations or any such enactment or
                                                                                 subordinate legislation for the time being in force, as amended
 Directors or Board                                                              the directors of the Company for the time being
 EEA                                                                             European Economic Area
 EU Prospectus Regulation                                                        Regulation (EU) 2017/1129, as amended
 Euroclear                                                                       Euroclear UK & International Limited
 FCA                                                                             the UK Financial Conduct Authority
 FSMA                                                                            the Financial Services and Markets Act 2000, as amended
 Group                                                                           the Company and its subsidiary undertakings (and Group Company shall be
                                                                                 construed accordingly)
 Issue Price                                                                     15p per Ordinary Share
 London Stock Exchange                                                           London Stock Exchange plc
 MAR                                                                             the EU Market Abuse Regulation (EU) 596/2014 and all delegated or implementing
                                                                                 regulations relating to that Regulation as amended as it forms part of UK
                                                                                 domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended
 Ordinary Shares                                                                 ordinary shares of £0.01 each in the capital of the Company
 Panel                                                                           the UK Panel on Takeovers and Mergers
 Placees                                                                         persons who agree to subscribe for Placing Shares at the Issue Price
 Placing                                                                         the conditional placing by Singer Capital Markets as agent of the Company of
                                                                                 the Placing Shares at the Issue Price, in accordance with the Placing
                                                                                 Agreement
 Placing Agreement                                                               the agreement dated 21 July 2022 between the Company, Singer Capital Markets
                                                                                 and SCM Advisory relating to the Placing
 Placing Documents                                                               this Announcement and the announcement of the results of the Placing
 Placing Shares                                                                  the new Ordinary Shares expected to be issued to Placees pursuant to the
                                                                                 Placing
 Publicly Available Information                                                  any information publicly announced through a regulatory information
                                                                                 service by or on behalf of the Company on or prior to the date of this
                                                                                 Announcement
 SCM Advisory                                                                    Singer Capital Markets Advisory LLP
 Share Capital Reorganisation                                                    the subdivision, and reclassification of each existing Ordinary Share into 1
                                                                                 New Ordinary Share of £0.01, and 1 Deferred Share of £0.24, subject to
                                                                                 Shareholder approval
 Singer Capital Markets                                                          Singer Capital Markets Securities Limited
 SDRT                                                                            stamp duty reserve tax
 subsidiary or subsidiary undertaking                                            have the meaning given to such term in the Companies Act 2006
 uncertificated or in uncertificated form                                        in respect of a share or other security, where that share or other security is
                                                                                 recorded on the relevant register of the share or security concerned as being
                                                                                 held in uncertificated form in CREST and title to which may be transferred by
                                                                                 means of CREST
 UK or United Kingdom                                                            the United Kingdom of Great Britain and Northern Ireland
 UK Prospectus Regulation                                                        Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
                                                                                 European Union (Withdrawal) Act 2018, as amended
 US Securities Act                                                               the U.S. Securities Act of 1933, as amended
 US or United States                                                             the United States of America, its territories and possessions, any state of
                                                                                 the United States of America, the District of Columbia and all other areas
                                                                                 subject to its jurisdiction and any political sub-division thereof

 

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