REG - Videndum PLC - Comprehensive Refinancing

VidendumAnnouncement

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RNS Number : 0238W  Videndum PLC  10 March 2026

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SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014) WHICH IS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

10 March 2026

VIDENDUM plc

Comprehensive Refinancing

Videndum plc ("Videndum" or the "Company", and together with its subsidiaries,
the "Group") is pleased to announce the final terms of its comprehensive
Refinancing, including a significant equity raise. Following completion of the
Refinancing, the Company will have significantly deleveraged its capital
structure and materially improved its key credit metrics and believes it will
be well positioned to deliver on its business potential.

Key highlights

·      £111.7m reduction in 31 December 2025 pro forma net debt to
£31.2m (including £25.8m of finance leases) supported by:

-     Underwritten gross £85m (net c.£78.9m) Firm Placing (96%), Placing
and Open Offer (4%) at an Offer Price of 270 pence per New Ordinary Share
(equivalent to a pre-Consolidation issue price of 1.35 pence per ordinary
share)

-     The equitisation of £23m of Existing RCF debt by Polus Capital in
exchange for new equity

-     The write off and release of £15.8m of Existing RCF debt by the
Lenders

·      Approximately £60m of ongoing debt facilities with Polus Capital
as the main lender

·      The net equity proceeds will be used as follows:

-     £50m pay down of the Existing RCF and pay £6m of fees relating to
the lender process

-     The new debt facilities and remaining net proceeds will increase the
group's ongoing liquidity and headroom

·      Equity raise upsized from £70m to £85m following signficant
demand from institutional investors

·      In the medium term, the Board expects the Group to deliver
revenue in excess of £350m and is targeting a mid-teen EBITDA margin

·      For FY26, the Board expects good revenue growth, supported by the
introduction of new products in both FY25 and FY26. The Board's expectations
for FY26 remain unchanged

·      Shareholder resolutions to approve, inter alia, the issue of the
New Ordinary Shares and a Capital Reorganisation, including a share
Consolidation to achieve a more appropriate share price for the equity raise
and going forward

·      The equity raise and equitisation of Existing RCF debt is
expected to complete on 30 March 2026

·      If the Refinancing does not proceed, the Company and its Lenders
have agreed in principle to a lender-led alternative transaction. This
transaction would preserve the ability of the Group (other than the Company)
to trade as a going concern, but would be highly likely to result in no or de
minimis recovery for existing shareholders

 

Stephen Harris, Chairman, said:

"The Board believes the Refinancing is in the best interests of shareholders
taken as a whole and other stakeholders. Our markets have been tough but we
believe the prospects are there. We've focused the Group's operations, enacted
significant self-help actions and have clear strategic levers to improve
performance. Videndum is embedded at the heart of content creation, with
mission critical products that attach to and support camera systems across
professional workflows.

Securing a stable and sustainable financial capital structure enables us to
focus on achieving medium term group revenues greater than £350 million,
together with a mid-teen EBITDA margin."

The Firm Placing and Placing are being conducted by way of an accelerated
bookbuild process, which will be launched immediately following this
announcement and is subject to the terms and conditions set out in Appendix
III to this announcement (which forms part of this announcement).

Investec is acting as Sponsor, Global Co-ordinator and Sole Bookrunner to
Videndum in connection with the Capital Raising.

Prospectus

A prospectus setting out full details of the proposed Capital Reorganisation,
Capital Raising and Debt for Equity Conversion (the "Prospectus") is expected
to be published on Videndum's website later today. The preceding summary
should be read in conjunction with the full text of the following
announcement, together with the Prospectus.

Unless the context otherwise requires, words and expressions defined in the
Prospectus shall have the same meanings in this announcement.

For further information, please contact:

 Videndum plc                                                                 + 44 (0) 20 8332 4602

 Stephen Harris, Chairman

 Brian Morgan, Group Chief Financial Officer
 Investec Bank plc (Sponsor, Global Co-ordinator and Sole Bookrunner)         +44 (0) 20 7597 5970

 Christopher Baird, David Flin, Charles Craven, Duncan Smith, Ben Griffiths
 Lazard & Co., Limited (Financial Adviser)                                    +44 (0) 20 7187 2000

 Richard Shaw, Edward Earlam, Simon Chambers, James Simpson
 FTI Consulting (Communications Adviser)                                      +44 (0) 20 3272 1340

 Richard Mountain, Ben Fletcher

 

The person responsible for release of this announcement on behalf of Videndum
is Jon Bolton, Company Secretary.

Important notices

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purpose whatsoever on the information
contained in this announcement or on its accuracy, fairness or completeness.
The information in this announcement is subject to change without notice.

This announcement is not a prospectus (or a prospectus equivalent document)
but an advertisement for the purposes of the Public Offers and Admissions to
Trading Regulations 2024 (the "POATR") and the Prospectus Rules: Admission to
Trading on a Regulated Market of the FCA (the "PRM"). Neither this
announcement nor anything contained in it shall form the basis of, or be
relied on in conjunction with, any offer or commitment whatsoever in any
jurisdiction. Investors should not acquire any New Ordinary Shares referred to
in this announcement except on the basis of the information contained in the
Prospectus to be published by the Company in connection with the Capital
Raising. Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated in, or forms
part of, this announcement. The Prospectus will provide further details of the
New Ordinary Shares being offered pursuant to the Capital Raising.

This announcement (and the information contained herein) is not for release,
publication, transmission, forwarding or distribution, directly or indirectly,
in whole or in part, in, into or within the United States of America, its
territories and possessions, any State of the United States or the District of
Columbia (collectively, the "United States"). This announcement is for
information purposes only and is not intended to constitute, and should not be
construed as, an offer to sell or issue, or a solicitation of any offer to
purchase, subscribe for or otherwise acquire, securities in the United States.
Securities may not be offered or sold in the United States absent registration
under the US Securities Act of 1933, as amended (the "US Securities Act"), or
an exemption therefrom. The New Ordinary Shares have not been and will not be
registered under the US Securities Act or under any securities laws of any
state or other jurisdiction of the United States and may not be offered, sold,
pledged, taken up, exercised, resold, renounced, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the New Ordinary Shares has been or will be made
in the United States. Subject to certain limited exceptions, Application Forms
have not been, and will not be, sent to, and Open Offer Entitlements have not
been, and will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is known to be located in the
United States. None of the New Ordinary Shares, Open Offer Entitlements,
Application Forms, this announcement or any other document connected with the
Capital Raising has been or will be approved or disapproved by the United
States Securities and Exchange Commission or by the securities commissions of
any state or other jurisdiction of the United States or any other regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the New Ordinary Shares, or the accuracy or
adequacy of the Application Forms, this announcement or any other document
connected with the Capital Raising. Any representation to the contrary is a
criminal offence in the United States.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for New Ordinary
Shares or to take up any entitlements to New Ordinary Shares in any
jurisdiction. No offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for New Ordinary Shares or to take up
any entitlements to New Ordinary Shares will be made in any jurisdiction in
which such an offer or solicitation is unlawful. The information contained in
this announcement and the Prospectus is not for release, publication or
distribution to persons in Australia, Canada, Switzerland, South Korea,
Israel, South Africa, Japan, Singapore and the United States, and any other
jurisdiction where the extension or availability of the Capital Raising (and
any other transaction contemplated thereby) would breach any applicable law or
regulation, and, subject to certain exceptions, should not be distributed,
forwarded to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.

The distribution of this announcement, the Prospectus, the Application Form
and the offering or transfer of New Ordinary Shares into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore, persons into
whose possession this announcement, the Prospectus, the Application Form
and/or any accompanying documents comes should inform themselves about and
observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of such
jurisdiction. In particular, subject to certain exceptions, this announcement,
the Prospectus (once published) and the Application Forms (once printed)
should not be distributed, forwarded to or transmitted in, into or within
Australia, Canada, Switzerland, South Korea, Israel, South Africa, Japan,
Singapore and the United States, or any other jurisdiction where the extension
or availability of the Capital Raising (and any other transaction contemplated
thereby) would breach any applicable law or regulation.

Recipients of this announcement and/or the Prospectus should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement and/or the Prospectus. This announcement does
not constitute a recommendation concerning any investor's options with respect
to the Capital Raising. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business, financial or tax
advice. Each shareholder or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

Notice to all investors

Investec Bank plc ("Investec") is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom by the
FCA. Investec is acting exclusively for Videndum and for no one else in
connection with the Capital Raising and will not regard any other person as a
client in relation to the Capital Raising and neither Investec nor any of its
affiliates, subsidiaries or branches will be responsible to anyone other than
Videndum for providing the protections afforded to its clients or clients of
its affiliates, nor for providing advice in connection with the Capital
Raising or any other matter, transaction or arrangement referred to in this
announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial adviser to
Videndum and no one else in connection with the Refinancing and will not be
responsible to anyone other than Videndum for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the
Refinancing or any other matters referred to in this announcement. Neither
Lazard nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
in connection with this announcement, any statement contained herein or
otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed
on each of Lazard and Investec by FSMA or the regulatory regime established
thereunder, neither Lazard nor Investec nor any of their respective
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
or Investec in connection with the Capital Raising, this announcement, any
statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Lazard or Investec by FSMA or the regulatory regime established thereunder,
or under the regulatory regime of any other jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal, void or
unenforceable, neither Lazard nor Investec, nor any of their respective
affiliates, directors, officers, employees or advisers, accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to contents of this announcement or any other
information made available to or publicly available to any interested party or
its advisers, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, and any liability therefore is
expressly disclaimed. None of the information in this announcement has been
independently verified or approved by Lazard, Investec or any of their
respective affiliates.

Investec, in accordance with applicable legal and regulatory provisions, may
engage in transactions in relation to the New Ordinary Shares and/or related
instruments for its own account for the purpose of hedging its underwriting
exposure or otherwise. In connection with the Capital Raising, Investec and
any of its affiliates, acting as investors for their own accounts, may acquire
New Ordinary Shares as a principal position and in that capacity may retain,
acquire, subscribe for, purchase, sell, offer to sell or otherwise deal for
their own accounts in such New Ordinary Shares and other securities of the
Company or related investments in connection with the Capital Raising or
otherwise. Accordingly, references in this announcement to the New Ordinary
Shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue, offer, subscription, acquisition,
placing or dealing by Investec and any of its affiliates acting as investors
for their own accounts. In addition, Investec or its affiliates may enter into
financing arrangements (including swaps or contracts for difference) with
investors in connection with which Investec (or its affiliates) may from time
to time acquire, hold or dispose of New Ordinary Shares.

In the event that Investec acquires New Ordinary Shares which are not taken up
by Qualifying Shareholders, Investec may co-ordinate disposals of such shares
in accordance with applicable law and regulation. Except as required by
applicable law or regulation, Investec and its affiliates do not propose to
make any public disclosure in relation to such transactions.

Information to distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto the New Ordinary Shares have been subject to a product
approval process, which has determined that they each are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance Requirements)
should note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Capital Raising. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, Investec will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business
Sourcebook; or (ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the New Ordinary Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.

Forward-looking statements

This announcement contains forward-looking statements, including with respect
to financial information, that are based on current expectations or beliefs,
as well as assumptions about future events. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. In some cases, forward-looking statements use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could", "is confident", or other
words of similar meaning.

None of the Company, its officers, advisers or any other person gives any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur, in part or in whole.

No undue reliance should be placed on any such statements because they speak
only as at the date of this announcement and, by their very nature, they are
subject to known and unknown risks and uncertainties and can be affected by
other factors that could cause actual results, and the Company's plans and
objectives, to differ materially from those expressed or implied in the
forward-looking statements. No representation or warranty is made that any
forward-looking statement will come to pass. You are advised to read the
Prospectus when published and the information incorporated by reference
therein in their entirety, and, in particular, the section of the Prospectus
headed "Risk Factors", for a further discussion of the factors that could
affect the Group's future performance and the industry in which it operates.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements, including statements regarding prospective
financial information, in this announcement may not occur. In addition, even
if the Group's actual results of operations, financial condition and the
development of the business sectors in which it operates are consistent with
the forward-looking statements contained in the Prospectus, those results or
developments may not be indicative of results or developments in subsequent
periods. These statements are not fact and should not be relied on as being
necessarily indicative of future results, and readers of this announcement are
cautioned not to place undue reliance on the forward-looking statements,
including those regarding prospective financial information.

No statement in this announcement is intended as a profit forecast or estimate
for any period, and no statement in this announcement should be interpreted to
mean that underlying operating profit for the current or future financial
years would necessarily be above a minimum level, or match or exceed the
historical published operating profit or set a minimum level of operating
profit, nor that earnings or earnings per share or dividend per share for the
Company for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share or dividend per
share for the Company.

Neither the Company nor Lazard or Investec or their respective affiliates are
under any obligation to update or revise publicly any forward-looking
statement contained within this announcement, whether as a result of new
information, future events or otherwise, other than in accordance with their
legal or regulatory obligations (including, for the avoidance of doubt, the
POATR, the PRM, the UK Listing Rules, UK MAR, FSMA and the Disclosure Guidance
and Transparency Rules). Additionally, statements of the intentions or beliefs
of the board of directors of the Company reflect the present intentions and
beliefs of the board of directors of the Company as at the date of this
announcement and may be subject to change as the composition of the board of
directors of the Company alters, or as circumstances require.

VIDENDUM PLC

Proposed £85 million underwritten Capital Raising by way of Firm Placing and
Placing and Open Offer

Proposed Debt for Equity Conversion

Proposed Capital Reorganisation

Videndum plc ("Videndum" or the "Company", and together with its subsidiaries,
the "Group") is pleased to announce the final terms of its comprehensive
Refinancing, including a significant equity raise. Following completion of the
Refinancing, the Company will have significantly deleveraged its capital
structure and materially improved its key credit metrics and believes it will
be well positioned to deliver on its business potential.

1.         Introduction to the Capital Raising

Videndum announces today that it proposes to raise gross proceeds of
approximately £85 million through a Firm Placing and Placing and Open Offer
(the "Capital Raising"). The Capital Raising is being proposed as part of a
broader set of Refinancing proposals agreed with the Company's Lenders,
comprising the Capital Reorganisation, the Capital Raising, the Debt for
Equity Conversion and the Debt Repayment and Restructuring, each as described
more fully below.

Pursuant to the Capital Raising, 30,186,315 New Ordinary Shares will be issued
through the Firm Placing and 1,295,167 New Ordinary Shares will be issued
through the Placing and Open Offer, on the basis of 5 New Ordinary Shares for
every 400 Existing Ordinary Shares held by Qualifying Shareholders at the
Record Date (equivalent to 5 New Ordinary Shares for every 2 Consolidated
Shares (subject to rounding for fractions) held by Qualifying Shareholders
following completion of the Capital Reorganisation), in each case at an Offer
Price of 270 pence per New Ordinary Share (which is equivalent to an issue
price of 1.35 pence per Ordinary Share before the Capital Reorganisation). In
addition, 8,123,457 New Ordinary Shares will be issued pursuant to the Debt
for Equity Conversion at an Offer Price of 270 pence per New Ordinary Share
(which is equivalent to an issue price of 1.35 pence per Ordinary Share before
the Capital Reorganisation). For the avoidance of doubt, the New Ordinary
Shares to be issued pursuant to the Capital Raising and the Debt for Equity
Conversion will be Consolidated Shares.

The Company is currently in a closed period under MAR pending the announcement
of the Full Year 2025 Results, which are expected to be released on or around
31 March 2026. Accordingly, while certain Directors and Senior Managers would
like to participate in the Capital Raising, they are not currently permitted
to do so under MAR. However, the Board recognises the importance of Directors'
and Senior Managers' participation for Shareholders and as such, assuming the
successful completion of the Capital Raising and the passing of the Director
and Senior Manager Subscription Resolutions, the Participating Directors and
certain Senior Managers have indicated their intention to subscribe for the
Director and Senior Manager Subscription Shares at the Offer Price as soon as
they are able to do so.

Taking into account the effect of the Capital Reorganisation, the Offer Price
represents a discount of 87% to the Consolidated Closing Price of 2,070 pence
on 6 March 2026 (being the Latest Practicable Date). The Offer Price (and the
discount) has been set by the Directors following their assessment of the
prevailing market conditions and anticipated demand for the Capital Raising
Shares. The Board, having taken appropriate advice from its advisers, believes
that the Offer Price (including the discount) is appropriate in the
circumstances.

The Firm Placing and the Placing and Open Offer have been fully underwritten
by Investec, subject to the conditions set out in the Placing Agreement.

2.         Background to and reasons for the Refinancing
2.1       Company overview

Videndum is a leading global provider of premium branded hardware products and
software solutions to the content-creation market. The Group is embedded at
the heart of professional content creation, providing mission-critical
products which attach to and support camera systems across professional
workflows. Its portfolio of industry-recognised brands occupies defensible
niches through strong product positioning, innovative technology and, in many
cases, leadership in market share, supporting customer stickiness and high
switching costs. Customers include professional photographers and
videographers; TV broadcasters, production companies and location crews; film
and production companies; and live-streaming enterprises.

Videndum's products typically attach to, or support, a camera for broadcast,
cinematic, video and photographic applications and are offered as a cohesive
package. The portfolio includes camera supports, video transmission systems
and monitors, live-streaming solutions, robotic camera systems, prompters, LED
lighting, mobile power, carrying solutions, backgrounds, audio capture and
noise-reduction equipment. In FY25, revenue was diversified across the Group's
three core end-markets, comprising approximately 49% from ICC, approximately
28% from Cine and scripted TV and approximately 23% from Broadcast.

The Group has progressed its strategic and operational initiatives,
implementing a two-divisional structure from January 2026 comprising Videndum
Production Imaging ("VPI") and Videndum Creative Solutions ("VCS"). Portfolio
and cash actions have included the disposal of the consumer-oriented JOBY
brand, the transfer of the Amimon intellectual property to VCS and the
disposal of the Group's Amimon operation in Israel, alongside inventory
reduction of approximately £15 million during FY25 and strengthened
governance. Operationally, the Group has rejuvenated its New Product
Introduction ("NPI") process (supporting the launch of 22 new product lines),
reinstated pricing discipline and advanced margin expansion and efficiency
initiatives through procurement-led product cost reduction and improved
factory utilisation.

The Group is also simplifying its footprint and reducing duplicated overheads,
including through the transfer of manufacturing from Bury St Edmunds (UK) to
Feltre (Italy) and Cartago (Costa Rica), the closure of the Ashby-de-la-Zouch
site (with manufacturing outsourced or moved to Feltre and storage to Bury St
Edmunds), headcount reduction from approximately 1,500 to approximately 1,250
during 2025, the closure of the Group's Australia operations with a transition
to a third-party distribution model fulfilled from the Group's China and EU
warehouses and simplification of operations in China to lower the cost base.
These actions are intended to streamline operations, reduce overheads and
support margin restoration as volumes normalise, and have contributed to
approximately £15 million of in-year savings in 2025 (with an expected
annualised exit run-rate of approximately £19 million by year-end 2025), with
a further £8 million targeted in 2026.

Market indicators have begun to improve. In ICC, Support sales have
historically tracked Interchangeable Lens Camera sales with a lag of
approximately two years and 2025 Interchangeable Lens Camera sales were up
double-digits year-on-year, with the Group exiting the consumer end of this
market through the sale of JOBY in Q3 2025. In Cine and scripted TV,
production starts increased steadily from Q4 2024 to Q3 2025 and current
estimates for Q1 2026 are encouraging. In Broadcast, while the market remains
broadly flat, the Group is seeing stronger growth in Outside Broadcast and
sports coverage.

2.2       Strategic, operational and financial priorities

Strategic priorities

The Group is sharpening its focus on professional content creation,
concentrating resources on core professional segments across Broadcast, Cine
and scripted TV and pro-ICC, while continuing to exit non-core brands and
assets. The strategy includes accelerating innovation in core categories
(including improved NPI cadence), consolidating and strengthening R&D
activities, exploiting Assistive AI and strengthening go-to-market execution
through deeper key customer/channel relationships, increased marketing
investment and geographic expansion (including in Asia).

Operational priorities

Management is executing a structured efficiency and simplification programme
which seeks to restore margins and improve cash generation. Key actions
include implementation of a two-divisional structure from January 2026,
footprint simplification and manufacturing consolidation, reinstated pricing
discipline (including tighter control of channel discounting and improved
coordination of promotional spend), and margin/efficiency initiatives
(procurement-led product cost reduction and improved factory utilisation). The
cost reduction programme delivered approximately £15 million of in-year
savings in FY25, with a further £8 million targeted in FY26, supported by
headcount optimisation and tighter discretionary spend.

Financial priorities

Videndum is embedding a focus on cash, costs and liquidity as a core pillar of
its financial strategy. The Group is maintaining strict control over operating
costs and discretionary spend, with liquidity management treated as a core
operational KPI alongside profitability.

The Group's near-term focus is on liquidity, working capital optimisation and
deleveraging: inventory reduction has been a key focus area (approximately
£15 million reduction during FY25), alongside portfolio/cash actions
(including disposals) and disciplined capital allocation. Post-Refinancing,
management expects reduced debt-related costs and operating leverage as
volumes normalise, and remains focused on sustainable medium-term growth,
targeting revenue greater than £350 million and a mid-teen EBITDA margin.

For FY26, the Board expects good revenue growth, supported by the introduction
of new products in both FY25 and FY26. The Board's expectations for FY26
remain unchanged.

Looking to the medium term, the Board remains focused on driving sustainable
growth and expects the Group to deliver revenue in excess of £350 million,
while targeting a mid-teen EBITDA margin. This outlook is expected to be
underpinned by a combination of end-market recovery and self-help initiatives,
including: (i) normalisation in Cine and scripted TV, supporting demand for
the Group's wireless video and monitoring solutions; (ii) continued strength
in Outside Broadcast and sports, alongside a broader broadcast
automation/robotics and prompting upgrade cycle; (iii) structurally rising
pro-creator demand in ICC as camera shipments recover; (iv) an accelerated NPI
cadence to stimulate upgrade and replacement cycles; (v) tighter pricing
discipline, including more controlled promotional discounting aligned with
cost reduction, to support volume recovery without sacrificing mix; and (vi)
incremental growth from Asia expansion and increased marketing investment.

2.3       Requirement for the Refinancing

Historic trading

In December 2024, the Company identified that it was at risk of breaching
certain financial covenants under the Existing RCF. Following discussions with
the Lenders, the Company agreed amendments to the December 2024 covenant
levels and the introduction of additional financial covenants in February
2025. As part of these amendments, the Lenders reduced the aggregate
commitments available under the Existing RCF from £150 million to £129
million.

Following the end of 2024, the amended December covenant tests were met, and
both the February 2025 and March 2025 covenants tests were waived. In April
2025, the Company entered into a further agreement with the Lenders to reset
the covenant package and reinstate £10 million of commitments under the
Existing RCF, increasing total available liquidity under the Existing RCF to
£139 million. This agreement was conditional on: (i) the completion of an
equity placing to raise gross proceeds of £6 million; and (ii) certain
amendments to the Existing RCF providing the Lenders with enhanced enforcement
rights, including, in certain circumstances, the ability to trigger an event
of default and enforce security should the Company fail to complete a
refinancing or agree an alternative deleveraging plan by October 2025. Given
the maturity date of the Existing RCF in August 2026, the Company planned to
facilitate a refinancing during 2025 through a private credit process. The
Company subsequently completed an equity placing raising approximately £8
million (gross), as announced on 30 April 2025.

The Group subsequently launched a process to fully or partially refinance the
Existing RCF in April 2025. Despite the level of effort undertaken, progress
was hampered by difficult market conditions and general economic uncertainty,
and it was not possible to complete the proposed private credit process. In
light of this, the Group held constructive discussions with the Lenders in
relation to an alternative deleveraging plan to improve the Company's
liquidity and establish a prudent and sustainable capital structure, from
which it can implement its strategy going forward.

On 16 October 2025, the Company announced to the market that constructive
discussions regarding the deleveraging plan covenant remained ongoing and
would require new sources of liquidity, including a combination of disposal
proceeds and the raising of new debt and equity. Additionally, the Lenders
requested a trailing last twelve-month October EBITDA covenant of £10
million, with the expectation that sufficient progress will be made on the
deleveraging plan such that, should trading fall short or the deleveraging
plan not be agreed, the Lenders will waive or defer both covenants.

On 23 December 2025, the Company announced that it had agreed in principle
with the Lenders and the Company's two largest shareholders the main
components of the proposed Refinancing, comprising: (i) a Firm Placing,
Placing and Open Offer to raise approximately £70 million (gross); (ii) the
equitisation of approximately £23 million of Existing RCF debt by Polus
Capital in exchange for new equity pursuant to the Debt for Equity Conversion;
(iii) the repayment of approximately £50 million of the Existing RCF from the
proceeds of the Capital Raising; and (iv) the restructuring of the remainder
of the Existing RCF (including new term loan tranches and the entry into a new
three-year Super Senior Facility underwritten by Polus Capital). The Company
also announced that all relevant covenant tests under the Existing RCF had
been extended or waived, providing the Company with additional time to
progress the Refinancing.

Forthcoming, as yet unpublished, Full Year 2025 Results

The Prospectus will include a clean working capital statement, which has been
made on the basis that the Refinancing has completed, confirming the working
capital available to the Group is sufficient for its present requirements
(that is, for at least 12 months following the date of the Prospectus).

The Full Year 2025 Results are currently expected to be published on or around
31 March 2026. While the Full Year 2025 Results and the audit thereof have not
been finalised, the Directors expect that, notwithstanding completion of the
Refinancing, they (and the Group's auditors, in their corresponding audit
opinion) will include a statement of material uncertainty related to going
concern in the Full Year 2025 Results, which may cast significant doubt over
the Group's ability to continue as a going concern. This statement of material
uncertainty will relate to the period which is more than 18 months after the
date on which the Full Year 2025 Results are published, and will therefore
relate to the period which is more than 18 months after the date of the
Prospectus. Accordingly, it will relate to the period which is after the
12-month going concern assessment period in respect of the Full Year 2025
Results and after the 12-month working capital assessment period in respect of
the Prospectus. In preparing and/or considering the Full Year 2025 Results,
the Directors and the Group's auditors (as applicable) have had regard to
paragraph 8.9 of The Financial Reporting Council's Guidance on the Going
Concern Basis of Accounting and Related Reporting, issued on 25 February 2025,
which states that "the auditor also must inquire about events or conditions
beyond the period of the directors' assessment that may cast significant doubt
on the company's ability to continue as a going concern. When such events or
conditions are identified, the auditor requests the directors to evaluate
their potential significance on the going concern assessment".

If the Refinancing successfully completes and the Group trades at the levels
modelled in the stress test applied by the Directors and considered by the
Group's auditors for the purposes of the going concern assessment in respect
of the Full Year 2025 Results, the Group is forecast to have positive
liquidity for at least 18 months. However, in this stress test scenario, it is
possible that a sale, further restructuring or other fundamental
re-organisation of the Group could be required to be implemented more than 18
months after the date of the Full Year 2025 Results, and more than 18 months
after the date of the Prospectus. The Directors expect the statement of
material uncertainty will be included in the Full Year 2025 Results because,
in such circumstances, the Directors may need to consider such actions, and
take certain preparatory steps in relation thereto, within the final months of
the 18 month period following the date of the Full Year 2025 Results (albeit
such actions would not be required to be implemented until more than 18 months
after the date of the Full Year 2025 Results, and until more than 18 months
after the date of the Prospectus). There is no guarantee that the Group could
carry out such actions if required at such time, nor that any such actions
would be sufficient. The statement of material uncertainty expected to be
included in the Full Year 2025 Results relates to the period which is beyond
the 12-month going concern assessment period in respect of the Full Year 2025
Results and beyond the 12-month working capital assessment period in respect
of the Prospectus. Accordingly, such statement of material uncertainty will be
consistent with and does not modify, qualify or contradict the working capital
statement that will be set out in the Prospectus.

Alternative transaction should the Refinancing not proceed

If Shareholders do not vote in favour of the Refinancing Resolutions, the
Refinancing will not take place. The Lenders have waived certain of the
financial covenants and the requirement to deliver to the Lenders a
deleveraging plan in respect of the Company in the Existing RCF on a periodic
basis since October 2025 and have now agreed, pursuant to the Restructuring
Implementation Deed, to further waivers of these matters which will lapse in
circumstances where the Restructuring Implementation Deed is terminated in
accordance with its terms (including if the Company announces that the Capital
Raising will not proceed). Subject to the Lender-led Alternative Transaction,
following the expiry of these waivers, there will be continuing events of
default under the Existing RCF, entitling the Lenders to accelerate the
Existing RCF whereby it would become immediately due and the outstanding
amount of £131.7 million would become payable on the date of such
acceleration, in the absence of a further waiver or deferral from the Lenders
which becomes immediately effective on such date. The Company anticipates that
this would give rise to an immediate liquidity shortfall of up to £131.7
million. The Lenders would also have the right to take immediate steps to
enforce their existing security over shares in certain Group companies and
other key assets of the Group as a result of the failure of the Refinancing.

As part of the negotiations with the Lenders to agree the Debt Repayment and
Restructuring and the Debt for Equity Conversion, the Company and the Lenders
have agreed in principle that an alternative Lender-led enforcement
transaction will be implemented if the Refinancing Resolutions are not passed
at the General Meeting, and accordingly the Capital Reorganisation, the
Capital Raising, the Debt for Equity Conversion and the Debt Repayment and
Restructuring do not proceed (the "Lender-led Alternative Transaction"). Given
this agreement in principle, the Company considers that further waivers and
deferrals from the Lenders would be very unlikely, other than any such waivers
or deferrals which are required to implement the Lender-led Alternative
Transaction. Under the terms of the Lender-led Alternative Transaction, if
each of the Refinancing Resolutions is not passed at the General Meeting, it
is expected that, to implement the agreed terms of the Lender-led Alternative
Transaction, the Lenders would instruct the agent under the Existing RCF to
serve notice accelerating the Existing RCF and enforce their existing security
over shares in the Company's wholly-owned subsidiary, Videndum Group Limited
("Videndum Midco"), by the appointment of a receiver. This receiver would
subsequently effect the sale of Videndum Midco to a new holding company which
is wholly-owned by the Lenders ("LenderCo"), which will likely be for nominal
consideration (based on an independent valuation of Videndum Midco), resulting
in de minimis value remaining in the Company.

The Company expects, following engagement with the Lenders, that LenderCo
would continue to run the Group's existing business as a going concern. In
order to facilitate this, the Lenders have agreed in principle to restructure
the Existing RCF and provide additional funding to Videndum Midco and its
subsidiaries as part of the Lender-Led Alternative Transaction. Shareholders
would not have any ability to participate in the Lender-led Alternative
Transaction or receive any shares in LenderCo.

Given that Videndum Midco is the Company's only subsidiary and is the direct
or indirect holding company of all the Company's operating subsidiaries, the
Company would no longer be able to carry on the Group's business following the
implementation of the Lender-led Alternative Transaction, and the Company
would not have any material assets. It is expected that the Company would be
wound-up following the implementation of the Lender-led Alternative
Transaction. In order for the Company to be wound-up on a solvent basis, it is
expected that funding will be needed from LenderCo and, therefore, whether or
not the Company can be solvently wound-up will be dependent upon, among other
things, the availability of such funding from the Lenders. However, even if
the Company were to be wound-up on a solvent basis, the Company considers it
is highly likely that the Lender-led Alternative Transaction would result in
no or de minimis value being returned to Shareholders.

The Lender-led Alternative Transaction has been negotiated and prepared with
the Lenders alongside the Refinancing and is intended to be implemented
("Enforcement Day") in accordance with an agreed set of terms if the
Refinancing Resolutions are not passed at the General Meeting. If any of the
Refinancing Resolutions is not passed, the Company expects that Enforcement
Day would occur, and accordingly that the Lender-led Alternative Transaction
would be implemented, on a date which is within approximately four weeks from
the date of the General Meeting, reflecting a short gap between the date of
the General Meeting and Enforcement Day for administrative purposes and for
appropriate consultation with the trustee of the Group's pension scheme.
However, there can be no certainty that Enforcement Day would not occur
sooner.

While it is currently anticipated that the Lender-led Alternative Transaction
would be implemented if Shareholders do not vote in favour of the Refinancing
Resolutions at the General Meeting (which would be achieved by the Lenders
instructing the agent under the Existing RCF to serve notice accelerating the
Existing RCF and enforce their existing security over shares in Videndum Midco
by appointing a receiver), should the Lenders choose not to implement the
Lender-led Alternative Transaction or it was otherwise incapable of
implementation, absent further waivers and deferrals under the Existing RCF
from the Lenders (which the Company does not consider would be forthcoming),
the Lenders would have the right to accelerate the Existing RCF, whereby it
would become immediately due and the outstanding amount of £131.7 million
would become payable with effect from the date of the General Meeting. The
Company anticipates that this would give rise to an immediate liquidity
shortfall of up to £131.7 million and it would also give rise to the Lenders'
right to enforce their existing security. In these circumstances the Company
does not consider that it would have any alternative actions available to it
to prevent it from entering into insolvency proceedings, and the Company would
likely enter into insolvency proceedings shortly thereafter. While the
implementation method of any such insolvency process is not known, the Company
expects that it would lead to a break-up sale of the Group's assets, with
assets being sold either by the insolvency practitioner or further to the
Lenders enforcing their security. Given the value of the Group's assets
relative to the amount outstanding under its Existing RCF and the security
granted over such assets in favour of the Group's creditors, it is very
unlikely that this would result in any value being returned to Shareholders.

In addition, given that the Lender-led Alternative Transaction has been agreed
in principle with the Lenders as the alternative path forward if the
Refinancing does not proceed, the Company expects that it will not be possible
to negotiate any further waivers or deferrals under the Existing RCF or an
alternative transaction if the Refinancing does not proceed.

The Company has therefore today announced its proposal to effect the
Refinancing, comprising the Capital Reorganisation, the Capital Raising, the
Debt for Equity Conversion and the Debt Repayment and Restructuring, which the
Board considers is in the best interests of Shareholders, and in order to
prevent the Existing RCF becoming immediately due and payable upon the expiry
of the aforementioned waivers, which the Company expects would give rise to
the consequences described above. In addition, the Refinancing will support a
reduction in the Group's Leverage, which the Directors believe would establish
a prudent and sustainable capital structure for Videndum from which the
Company can execute its strategy.

3.         Use of proceeds

The Company expects to raise gross proceeds of approximately £85 million
through the Capital Raising. The aggregate expenses of, or incidental to, the
Capital Raising to be borne by the Company are estimated to be approximately
£6.1 million (excluding VAT). Accordingly, the net proceeds are expected to
be approximately £78.9 million (after deduction of estimated commissions,
fees, expenses and excluding VAT).

£50 million in net proceeds is intended to fund a partial repayment of the
Existing RCF, with a further £15.8 million of the Existing RCF being written
off and released by the Lenders and £23 million being written off and
released pursuant to the Debt for Equity Conversion. The remaining amount of
£45 million owed under the Existing RCF will be restructured into the Senior
Facility of £45 million with the Lenders (comprising a £31.5 million term
loan with Polus Capital with a three-year maturity and a £13.5 million term
loan with the Lenders with a two-year maturity), and the Company will also
enter into the Super Senior Facility of £15 million, underwritten by Polus
Capital. This will result in a significant reduction in net debt of £111.7
million upon completion of the Refinancing. The remaining net proceeds from
the Capital Raising and liquidity under the Super Senior Facility will be used
to strengthen the Group's liquidity position and support the management of the
go-forward capital position.

The overall effect is intended to prevent the Existing RCF becoming
immediately due and payable upon the expiry of the aforementioned waivers and
the associated consequences described above, and also to establish a prudent
and sustainable capital structure for Videndum from which the Company can
execute its strategy. The Company believes that this represents the optimal
approach to improve liquidity, deleverage its balance sheet, address the
Group's immediate challenges and position the Company to capitalise on a
recovery in end-market demand.

Assuming successful completion of the Refinancing, the Company believes that
the Group will be well positioned in the medium to longer term. As a leading
global provider of premium branded hardware products and software solutions to
the content-creation market, the Company is confident of returning the Group
to profitable growth when there is a market recovery whilst maintaining a
prudent capital structure.

4.         Current trading and outlook

Following a softer start to the financial year during FY25, trading
strengthened quarter-on-quarter resulting in the Group delivering revenues of
approximately £228 million, which supports a full year outturn in line with
the Board's expectations.

During FY25 the Group has successfully executed approximately £15 million of
cost savings, with a further £8 million expected to be realised in FY26. The
Group achieved this through operational progress across product, pricing,
footprint and reduced costs. The Group's NPI process has been rejuvenated,
supporting the successful launch of 22 new product lines across the Group.
Pricing discipline has been reinstated, including tighter control of channel
discounting and improved coordination of promotional spend.

The Group has continued to simplify its strategic and operational structure.
The Group implemented a simplified two-division operating model with effect
from January 2026 (VPI and VCS). At an operational level this included the
closure of two manufacturing facilities in the UK, with production transferred
to Feltre and Cartago and, where appropriate, outsourced. Operations have also
been consolidated across Asia Pacific and Europe, reducing complexity and
duplication of overheads.

These actions have supported margin expansion through lower product costs and
outsourced services, achieved via procurement initiatives, as well as improved
operating efficiencies from higher utilisation of manufacturing facilities
following consolidation. Operating expenses have been reduced through
headcount optimisation, improved sourcing of third-party support and enhanced
management of discretionary spend. The Group also undertook targeted asset
disposals, including the disposal of its consumer-oriented JOBY brand, the
transfer of Amimon intellectual property to VCS in the US, the disposal of its
Amimon operation in Israel, and an inventory reduction of approximately £15
million to date.

For FY26, the Board expects good revenue growth, supported by the introduction
of new products in both FY25 and FY26. The Board's expectations for FY26
remain unchanged. Looking to the medium term, the Board remains focused on
driving sustainable growth - the Board expects the Group to deliver revenue in
excess of £350 million and is targeting a mid-teen EBITDA margin. This
outlook is expected to be underpinned by ongoing operational efficiencies,
disciplined cost-reduction initiatives and continued contribution from the NPI
process.

5.         Risk factors and further information

Shareholders should consider fully and carefully the risk factors associated
with Videndum, as set out in the Prospectus.

Shareholders should read the whole of the Prospectus and not rely solely on
the information set out in this announcement.

6.         Principal terms and conditions of the Refinancing
6.1       Capital Reorganisation

The Capital Reorganisation, comprised of the Sub-division and the
Consolidation, is proposed in order to achieve a higher market price per
Ordinary Share for the Consolidated Shares and, accordingly, a more
appropriate Offer Price. In addition, if the Sub-division was not implemented,
the Offer Price may have been at a discount to the current nominal value of
the Existing Ordinary Shares of 20 pence. Companies are prohibited from
allotting shares at a discount to their nominal value, and this is addressed
by the Sub-division element of the Capital Reorganisation. In addition, if the
Consolidation was not implemented, the number of Ordinary Shares in issue
following the implementation of the Capital Raising would mean that a small
movement in the Company's share price in monetary terms could translate to a
large percentage movements and inappropriate volatility.

Under the Capital Reorganisation, which the Directors propose to implement
prior to the implementation of the Capital Raising:

·      each Existing Ordinary Share of 20 pence nominal value will be
sub-divided and converted into 1 intermediate share ("Intermediate Share") of
0.005 pence nominal value and 1 deferred share of 19.995 pence nominal value
("Deferred Share"); and

·      immediately thereafter, every 200 Intermediate Shares of 0.005
pence nominal value will be consolidated into 1 Consolidated Share of 1 pence
nominal value.

The effect of the Capital Reorganisation will be that Shareholders on the
Company's register of members at the Capital Reorganisation Record Date will,
on implementation of the Capital Reorganisation, hold:

1 Consolidated Share of 1 pence nominal value for every 200 Existing Ordinary
Shares of 20 pence nominal value

The Capital Reorganisation, if approved by Shareholders, will be made by
reference to holdings of Existing Ordinary Shares on the Company's register of
members as at 6:00 p.m. on 27 March 2026 (or such other time or date as the
Directors may determine). The proportion of the issued ordinary share capital
of the Company held by each Shareholder immediately following the Capital
Reorganisation (and prior to the Capital Raising) will, save for fractional
entitlements, remain unchanged. In addition, apart from the change in nominal
value, each Consolidated Share will carry the same rights as set out in the
Articles of Association that apply to the Existing Ordinary Shares (including
in relation to voting, pre-emption rights, dividends and rights on a return of
capital).

The purpose of the Deferred Shares is solely to facilitate the reduction in
the nominal value of the Ordinary Shares to 0.005 pence per share. The
Deferred Shares will be effectively valueless as they will carry very limited
rights, including no voting or dividend rights. The Company has the right to
buy back the Deferred Shares for aggregate consideration of £0.01 and/or
transfer all of the Deferred Shares to the secretary of the Company for nil
consideration.

Where the Consolidation results in any Shareholder being entitled to a
fraction of a Consolidated Share, that fraction will not be allotted to such
Shareholder and arrangements will be put in place for any such fractional
entitlements arising from the Consolidation to be aggregated and sold in the
market on behalf of the relevant Shareholders. Amounts of less than £5.00
will not be paid to such Shareholders and will instead be retained for the
benefit of the Company. As a result of the Consolidation, Shareholders with
fewer than 200 Existing Ordinary Shares may no longer hold Shares in the
Company.

The Closing Price of each Existing Ordinary Share on 6 March 2026 (being the
Latest Practicable Date) was 10.35 pence. In accordance with the Consolidation
Ratio, the Consolidated Closing Price of each Consolidated Share would have
been 2,070 pence on that date if the Capital Reorganisation had occurred.

It is proposed that, in order to facilitate the Share Consolidation, 196
Excess Ordinary Shares will be issued to the Company's Employee Benefit Trust
prior to the Capital Reorganisation Record Date so that the Company's issued
share capital will be exactly divisible by 200. These 196 Excess Ordinary
Shares will be issued at nominal value.

If approved, the Capital Reorganisation is expected to become effective on 30
March 2026. Following the Capital Reorganisation, it is expected that the
Consolidated Shares will be admitted to the equity shares (commercial
companies) category of the Official List and to trading on the London Stock
Exchange at 8:00 a.m. on 30 March 2026, with an ISIN of GB00BWGBNB23 and a
SEDOL of BWGBNB2.

6.2       Firm Placing and Placing and Open Offer

 

 

The Company proposes to raise gross proceeds of approximately £85 million (approximately £78.9 million after deduction of estimated commissions, fees, expenses and excluding VAT) by way of:

·      a Firm Placing of 30,186,315 New Ordinary Shares; and

·      a Placing and Open Offer of 1,295,167 New Ordinary Shares,

(together, the "Capital Raising") in each case at an Offer Price of 270 pence
per New Ordinary Share (which is equivalent to an issue price of 1.35 pence
per Ordinary Share before the Capital Reorganisation). The New Ordinary Shares
will, when issued and fully paid, rank pari passu in all respects with the
Consolidated Shares. For the avoidance of doubt, the New Ordinary Shares to be
issued pursuant to the Capital Raising will be Consolidated Shares.

The Firm Placing and the Placing and Open Offer are being fully underwritten
by Investec, subject to certain customary conditions in the Placing Agreement.
The Capital Raising is conditional on, among other things, each of the
Refinancing Resolutions having been passed by Shareholders at the General
Meeting.

The Board has considered the best way to structure the proposed equity capital
raising in light of the Group's current financial position and the interests
of all Shareholders. The decision to structure the equity capital raising by
way of a combination of a Firm Placing and a Placing and Open Offer takes into
account a number of factors, including the total net proceeds to be raised
pursuant to the Capital Raising, the need for certainty and speed of
execution, the availability and pricing of underwriting for different
structures and the possibility to widen the Company's shareholder base with
new investors in the Company. The Board has sought to balance the dilution to
existing Shareholders arising from the Firm Placing and the Debt for Equity
Conversion with the need to ensure guaranteed commitments through the Firm
Placing to ensure the success of the Capital Raising and the need to undertake
the Debt for Equity Conversion in order to effect the Refinancing successfully
to prevent the Existing RCF becoming immediately due and payable upon the
expiry of certain waivers granted by the Lenders, which the Company
anticipates would give rise to an immediate liquidity shortfall of up to
£131.7 million, and entitle the Lenders to enforce their security over shares
in certain Group companies and other key assets of the Group. In addition, the
Refinancing will support a reduction in the Group's Leverage, which the
Directors believe would establish a prudent and sustainable capital structure
for Videndum from which the Company can execute its strategy.

Further details of the terms and conditions of the Capital Raising, including
the procedure for acceptance and payment and the procedure in respect of
rights not taken up, will be set out in the Prospectus and, where relevant,
the Application Form.

Offer Price

The Capital Reorganisation is proposed in order to achieve a higher market
price per Ordinary Share for the Consolidated Shares and, accordingly, a more
appropriate Offer Price. Taking into account the effect of the Capital
Reorganisation, the Offer Price of 270 pence per New Ordinary Share therefore
represents a 87% discount to the Consolidated Closing Price of 2,070 pence on
6 March 2026 (being the Latest Practicable Date). The Offer Price is
equivalent to an issue price of 1.35 pence per Ordinary Share before the
Capital Reorganisation.

The Offer Price (and the discount) has been set by the Directors following
their assessment of the prevailing market conditions and anticipated demand
for the Capital Raising Shares. The Board, having taken appropriate advice
from its advisers, believes that the Offer Price (including the discount) is
appropriate in the circumstances.

Firm Placing

The Company proposes to issue 30,186,315 Firm Placing Shares to Firm Placees
at the Offer Price, on a non-pre-emptive basis. The Firm Placing will not be
subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying
Shareholders.

Placing and Open Offer

Subject to the terms and conditions set out in this document (and, in the case
of Qualifying Non-CREST Shareholders, the Application Form), the Open Offer
Shares are being offered for acquisition by way of rights to Qualifying
Shareholders on the following basis:

5 New Ordinary Shares for every 400 Existing Ordinary Shares

(which is equivalent to 5 New Ordinary Shares for every 2 Consolidated Shares)

held and registered in the name of each such Qualifying Shareholder on the
Record Date (and so in proportion to any other number of Existing Ordinary
Shares then held) and otherwise on the terms and conditions set out in this
document (and, in the case of Qualifying Non-CREST Shareholders, the
Application Form).

Qualifying Shareholders may apply for any whole number of Open Offer Shares up
to their Open Offer Entitlements. Fractions of Open Offer Shares will not be
allotted and each Qualifying Shareholder's Open Offer Entitlements will be
rounded down to the nearest whole number. The fractional entitlements will be
aggregated and sold for the benefit of the Company under the Placing.
Accordingly, Qualifying Shareholders with fewer than 80 Existing Ordinary
Shares at the Record Date will not be entitled to take up any Open Offer
Shares. Holdings of Existing Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the purpose of
calculating Open Offer Entitlements.

Investec has agreed, subject to the terms and conditions of the Placing
Agreement, to use reasonable endeavours to procure Placees for the Capital
Raising Shares at the Offer Price. To the extent that any Firm Placee or
Placee procured by Investec fails to subscribe for any or all of the Firm
Placing Shares and/or Placing Shares which have been allocated to it, subject
to certain conditions, Investec shall subscribe for the Firm Placing Shares
and/or the Placing Shares at the Offer Price.

Impact of not applying for Capital Raising Shares

Any Capital Raising Shares which are not applied for under the Open Offer will
be allocated to Conditional Placees pursuant to the Placing. Pursuant to the
Placing Agreement, Investec has agreed to use reasonable endeavours to procure
conditional subscribers (subject to clawback to satisfy Open Offer
Entitlements taken up by Qualifying Shareholders) for the Capital Raising
Shares at the Offer Price. If Investec is unable to procure subscribers for
any Capital Raising Shares that are not taken up by Qualifying Shareholders
pursuant to the Open Offer (including in the event that a prospective
Conditional Placee fails to take up any or all of the Capital Raising Shares
which have been allocated to it or which it has agreed to take up at the Offer
Price), then Investec has agreed, on the terms and subject to the conditions
set out in the Placing Agreement, to subscribe for such Capital Raising Shares
at the Offer Price.

Shareholders should be aware that the Open Offer is not a rights issue. As
such, Qualifying Non-CREST Shareholders should note that their Application
Forms are not negotiable documents and cannot be traded. Qualifying CREST
Shareholders should note that, although the Open Offer Entitlements will be
admitted to CREST, and be enabled for settlement, the Open Offer Entitlements
will not be tradeable or listed and applications in respect of the Open Offer
may only be made by the Qualifying Shareholder originally entitled or by a
person entitled by virtue of a bona fide market claim. Capital Raising Shares
for which application has not been made under the Open Offer will not be sold
in the market for the benefit of those who do not apply under the Open Offer
and Qualifying Shareholders who do not apply to take up their entitlements
will have no rights, and will not receive any benefit, under the Open Offer.
Any Capital Raising Shares which are not applied for under the Open Offer will
be allocated to Conditional Placees pursuant to the Placing.

Dilution

If a Qualifying Shareholder who is not a Placee does not take up any of their
Open Offer Entitlements, such Qualifying Shareholder's holding, as a
percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result
of the Capital Raising and the Debt for Equity Conversion.

As a result of the issue of the Firm Placing Shares and the Debt for Equity
Shares, even if a Qualifying Shareholder who is not a Placee takes up their
Open Offer Entitlements in full, such Qualifying Shareholder's holding, as a
percentage of the Enlarged Share Capital, will be diluted by 98.7% as a result
of the Firm Placing and the Debt for Equity Conversion.

Shareholders in the United States and Canada (subject to certain limited
exceptions) and the other Excluded Territories will not be able to participate
in the Open Offer and will therefore experience dilution as a result of the
Capital Raising and the Debt for Equity Conversion.

Conditionality

The Capital Raising is conditional, among other things, on:

·      the passing of each of the Refinancing Resolutions at the General
Meeting without material amendment;

·      Admission of the New Ordinary Shares becoming effective by not
later than 8:00 a.m. on 30 March 2026 (or such later time and/or date as
Investec and the Company may agree in advance in writing); and

·      the Placing Agreement becoming unconditional in all respects
(save for the condition relating to Admission) and not having been rescinded
or terminated in accordance with its terms prior to Admission.

If any of the conditions are not satisfied (including if any of the
Refinancing Resolutions is not passed) or, if applicable, waived, then the
Capital Raising (and accordingly the Capital Reorganisation, the Debt for
Equity Conversion and the Debt Repayment and Restructuring) will not take
place. None of the Refinancing Resolutions may be passed independently of any
of the other Refinancing Resolutions, therefore if any of the Refinancing
Resolutions is not passed, the Capital Raising will not proceed. For the
avoidance of doubt, none of the Refinancing Resolutions are conditional on the
passing of any of the Director and Senior Manager Subscription Resolutions.

The Director and Senior Manager Subscriptions are conditional on the passing
of each of the Director and Senior Manager Subscription Resolutions. The
Director and Senior Manager Subscription Resolutions are each conditional on
the passing of all other Resolutions by Shareholders at the General Meeting.

The New Ordinary Shares will be admitted to the equity shares (commercial
companies) category of the Official List and an application will be made to
the London Stock Exchange for the New Ordinary Shares to be admitted to
trading on the London Stock Exchange's main market for listed securities. It
is expected that Admission will become effective and dealings in the New
Ordinary Shares fully paid will commence at 8:00 a.m. on 30 March 2026.

6.3       Debt Repayment and Restructuring, including the Debt for Equity Conversion

The Company has entered into an agreement with its Lenders, which is
conditional on each Refinancing Resolution being passed by Shareholders at the
General Meeting, pursuant to which:

·      £50 million of the net proceeds of the Capital Raising will be
used to fund a partial repayment of the Group's Existing RCF;

·      Polus Capital will be issued with 8,123,457 New Ordinary Shares
in return for the write-off and release of £23 million of the amount drawn
down from Polus Capital under the Group's Existing RCF pursuant to the Debt
for Equity Conversion;

·      £15.8 million of the amount owed under the Existing RCF to the
Lenders will be written off and released by the Lenders;

·      the remaining amount of £45 million owed under the Existing RCF
will be restructured into the Senior Facility of £45 million with the Lenders
comprising two tranches:

o  Tranche A: a £31.5 million term loan with Polus Capital with a three-year
maturity; and

o  Tranche B: a £13.5 million term loan with the Lenders with a two-year
maturity; and

·      the Company will enter into the Super Senior Facility of £15
million, underwritten by Polus Capital, with a three-year maturity,

(together the "Debt Repayment and Restructuring"). This will result in a
significant reduction in net debt of £111.7 million upon completion of the
Refinancing. The Debt Repayment and Restructuring and availability of the
Super Senior Facility (and the Capital Reorganisation, the Capital Raising and
the Debt for Equity Conversion) is conditional on each Refinancing Resolution
being passed by Shareholders at the General Meeting. None of the Refinancing
Resolutions may be passed independently of any of the other Refinancing
Resolutions, therefore if any of the Refinancing Resolutions is not passed,
the Debt Repayment and Restructuring (and accordingly the Capital
Reorganisation, the Capital Raising and the Debt for Equity Conversion) will
not proceed. For the avoidance of doubt, none of the Refinancing Resolutions
are conditional on the passing of any of the Director and Senior Manager
Subscription Resolutions.

The interest rate under the Senior Facility and the Super Senior Facility will
be equal to the aggregate of the relevant reference rate (such as SONIA for
sterling loans) and the applicable margin. The margin will be subject to a
ratchet between 3.75% and 6.75% per annum depending on the ratio of
consolidated net borrowings to EBITDA. The day one margin will be 5.75% per
annum.

Under the terms of the Senior Facility and the Super Senior Facility, the
Group will be subject to certain financial covenants, namely a £5 million
minimum liquidity covenant until 31 March 2028 and, thereafter, an interest
cover ratio (calculated as EBITA to consolidated net interest charges) and a
net borrowings ratio (calculated as net borrowings to EBITDA). The interest
cover ratio steps up over time from 1.25x at 31 March 2028 to 2.00x at 31
March 2029, and the net borrowings ratio decreases over time from 4.75x at 31
March 2028 to 4.25x at 31 March 2029.

The Senior Facility and the Super Senior Facility will provide that certain
disposals undertaken by the Group require the Company to prepay the loans made
under the Senior Facility and/or the Super Senior Facility (as applicable) in
the following order of priority: first to repaying tranche B of the Senior
Facility, second to repaying tranche A of the Senior Facility and third to
repaying loans made under the Super Senior Facility.

6.4       Director and Senior Manager Subscriptions

The Company is currently in a closed period under MAR pending the announcement
of the Full Year 2025 Results, which are expected to be released on or around
31 March 2026. Accordingly, while certain Directors and Senior Managers would
like to participate in the Capital Raising, they are not currently permitted
to do so under MAR. However, the Board recognises the importance of Directors'
and Senior Managers' participation for Shareholders and as such, assuming the
successful completion of the Capital Raising and the passing of the Director
and Senior Manager Subscription Resolutions, the Participating Directors and
certain Senior Managers have indicated their intention to subscribe for the
Director and Senior Manager Subscription Shares at the Offer Price as soon as
they are able to do so.

The Participating Directors' and the relevant Senior Managers' intention to
subscribe for the Director and Senior Manager Subscription Shares is
non-binding and remains subject to entry into direct subscription agreements
with the Company following the announcement of the Full Year 2025 Results.

Should the Director and Senior Manager Subscriptions proceed, the Director and
Senior Manager Subscription Shares would be issued pursuant to the Director
and Senior Manager Subscription Resolutions. The authorities to be granted
pursuant to the Director and Senior Manager Subscription Resolutions will be
valid until 8:00 a.m. on 13 April 2026.

The expected details of the Director and Senior Manager Subscriptions are set
out below.

 Name                    Existing Ordinary Shares beneficially held (as at the Latest Practicable Date)  Expected approximate investment in New Ordinary Shares pursuant to the
                                                                                                         Director and Senior Manager Subscriptions (£)
 Stephen Harris          168,689                                                                         200,000
 Brian Morgan            -                                                                               50,000
 Graham Oldroyd          49,217                                                                          30,000
 Anna Vikström Persson   37,981                                                                          20,000
 Polly Williams          -                                                                               20,000
 Eva Lindqvist           31,764                                                                          20,000
 Martin Cooke            -                                                                               10,000

 

In aggregate, 129,633 new Ordinary Shares are expected to be issued to the
Directors by the Company in connection with the Director and Senior Manager
Subscriptions and the Company expects to raise additional proceeds of
approximately £0.35 million (gross) should the subscriptions by the Directors
be completed pursuant to the Director and Senior Manager Subscriptions.

Certain Senior Managers also intend to subscribe for new Ordinary Shares up to
a maximum aggregate amount of £0.18 million (gross) if completed pursuant to
the Director and Senior Manager Subscriptions.

7.         Significant commitments and related party transaction

Significant commitments

The Company has received an irrevocable undertaking from Alantra confirming
its intention: (i) to vote in favour of the Resolutions at the General
Meeting, in respect of an aggregate of 24,842,037 Existing Ordinary Shares,
representing approximately 24% of the Existing Ordinary Shares as at the
Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares
pursuant to the Firm Placing and Placing and Open Offer, which will amount to
a maximum value of New Ordinary Shares of approximately £22 million.
Following the Refinancing, Alantra will hold up to 20.6% of the Enlarged Share
Capital (being 8,272,358 Ordinary Shares, comprising 124,210 Existing Ordinary
Shares and 8,148,148 New Ordinary Shares).

The Company has also received an irrevocable undertaking from Aberforth
confirming its intention: (i) to vote in favour of the Resolutions at the
General Meeting, in respect of an aggregate of 12,880,682 Existing Ordinary
Shares, representing approximately 12.4% of the Existing Ordinary Shares as at
the Latest Practicable Date; and (ii) to subscribe for New Ordinary Shares
pursuant to the Firm Placing and Placing and Open Offer, which will amount to
a maximum value of New Ordinary Shares of approximately £19 million.
Following the Refinancing, Aberforth will hold up to 17.8% of the Enlarged
Share Capital (being 7,132,864 Ordinary Shares, comprising 106,939 Existing
Ordinary Shares and 7,025,926 New Ordinary Shares).

The Company has also received an irrevocable undertaking from Harwood Capital
confirming its intention to vote in favour of the Resolutions at the General
Meeting, in respect of an aggregate of 6 million Existing Ordinary Shares,
representing approximately 5.8% of the Existing Ordinary Shares as at the
Latest Practicable Date.

As part of the Capital Raising, Polus Capital has agreed a period of 12 months
following Admission (the "Orderly Market Period") under which:

(a)  it will not dispose of any of the Debt for Equity Shares for the first six months of the Orderly Market Period; and
(b)  for the second six months of the Orderly Market Period, it will not on any one day dispose of more than 15% of the average daily trading volume of the Ordinary Shares on the London Stock Exchange in the 20 preceding trading days.

If at any time during the Orderly Market Period, the Company's share price is
equal to or greater than a multiple of three times the Issue Price (post
Capital Reorganisation) (the "Hurdle Price"), the restrictions in (a) and (b)
will be suspended and Polus Capital shall be permitted to dispose of Debt for
Equity Shares for such time as the Company's share price remains equal to or
greater than the Hurdle Price. However, if the Company's share price
subsequently falls below the Hurdle Price: (i) during the first six months of
the Orderly Market Period, the restriction in (a) shall cease to apply and the
restriction in (b) shall apply instead for the remainder of the Orderly Market
Period; and/or (ii) during the second six months of the Orderly Market Period
(and for any period of the first six months of the Orderly Market Period where
such period has ceased to apply in accordance with limb (i)), the restriction
in (b) shall continue to apply for the remainder of the Orderly Market Period,
in each case subject to the operation of such suspension provisions. The
restrictions in (a) and (b) are also subject to customary exceptions
(including that Polus Capital may dispose of Debt for Equity Shares at any
time during the Orderly Market Period with the Company's prior written
consent).

The Company has received a written expression of support from BGF Investments
confirming its intention to vote in favour of the Resolutions at the General
Meeting in respect of an aggregate of 3,227,000 Existing Ordinary Shares,
representing approximately 3.1% of the Existing Ordinary Shares as at the
Latest Practicable Date.

Related party transaction

Alantra is a related party of the Company for the purposes of the UK Listing
Rules as it is a substantial shareholder of the Company which is entitled to
exercise, or control the exercise of, 24% of the votes able to be cast at
general meetings of the Company (as at the Latest Practicable Date). The
maximum aggregate value of the New Ordinary Shares to be issued to Alantra
pursuant to the Capital Raising is approximately £22 million. Accordingly,
the issue of such New Ordinary Shares to Alantra constitutes a notifiable
related party transaction falling within UK Listing Rule 8.2.1R. The Board
confirms that it has approved Alantra's participation in the Capital Raising
and considers it is fair and reasonable as far as Shareholders of the Company
are concerned, and that the Board has been so advised by Investec as Sponsor.

The rules regarding related party transactions under UK Listing Rule 8.2 do
not apply to any New Ordinary Shares issued to Alantra as a result of it
taking up its Open Offer Entitlements, as such take up is exempt under
paragraph 2(1) of Annex 1 to UK Listing Rule 8. Such rules are, however,
applicable to any New Ordinary Shares issued to Alantra pursuant to the Firm
Placing and Placing, which will amount to a maximum value of New Ordinary
Shares of approximately £22 million.

The Board considers the terms of the Capital Raising Related Party
Transaction, as described herein, to be fair and reasonable as far as
Shareholders are concerned and the Directors have been so advised by Investec
acting in its capacity as the Company's Sponsor. In providing its advice to
the Directors, Investec has taken into account the Directors' commercial
assessment of the Capital Raising Related Party Transaction.

8.         General Meeting

A notice convening a general meeting of the Company to be held at 10:30 a.m.
on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS is set
out at the end of the Prospectus, which is expected to be published on 10
March 2026. The purpose of the General Meeting is to seek Shareholders'
approval for the Resolutions, summarised as follows:

(A)        Resolution 1 (ordinary resolution): that pursuant to section
551 of the Companies Act, the Directors are authorised until the conclusion of
the next annual general meeting of the Company to: (i) allot shares up to an
aggregate nominal amount of £396,049.39, representing approximately 7,645% of
the Company's issued ordinary share capital as at the Latest Practicable Date
(as adjusted for the Capital Reorganisation), pursuant to or in connection
with the Capital Raising and the Debt for Equity Conversion; and (ii) make an
offer or agreement in connection with the Capital Raising and the Debt for
Equity Conversion which would or might require shares to be allotted after
expiry of this allotment authority;

(B)        Resolution 2 (ordinary resolution): that the Directors are
authorised until the conclusion of the next annual general meeting of the
Company to allot up to 39,604,939 New Ordinary Shares pursuant to the Capital
Raising and the Debt for Equity Conversion at an issue price of 270 pence,
which is at a discount of 87% to the Consolidated Closing Price on 6 March
2026 (being the Latest Practicable Date) and otherwise on the terms set out in
the Prospectus;

(C)        Resolution 3 (special resolution): that pre-emption rights
are disapplied up to an aggregate nominal amount of £396,049.39, representing
approximately 7,645% of the Company's issued ordinary share capital as at the
Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant
to or in connection with the Capital Raising and the Debt for Equity
Conversion, subject to such exclusions or other arrangements as the directors
of the Company may deem necessary or expedient in relation to fractional
entitlements or legal or practical problems;

(D)       Resolution 4 (ordinary resolution): that the Directors are
authorised to: (1) sub-divide each Existing Ordinary Share of 20 pence in
issue on the Capital Reorganisation Record Date into 1 Intermediate Share of
0.005 pence, carrying the same rights and obligations as the Existing Ordinary
Shares, save as to nominal value, and 1 Deferred Share of 19.995 pence, having
the rights and being subject to the restrictions set out in the Articles of
Association, as amended; and (2) consolidate every 200 Intermediate Shares of
0.005 pence into 1 Consolidated Share of 1 pence, having the same rights and
obligations as the Existing Ordinary Shares, save as to nominal value;

(E)        Resolution 5 (special resolution): that the Directors are
authorised to amend the Articles of Association to set out the rights and
restrictions attaching to the Deferred Shares;

(F)        Resolution 6 (ordinary resolution): that pursuant to section
551 of the Companies Act, the Directors are authorised until 8:00 a.m. on 13
April 2026 to: (i) allot shares up to an aggregate nominal amount of
£1,944.48 representing approximately 37.5% of the Company's issued ordinary
share capital as at the Latest Practicable Date (as adjusted for the Capital
Reorganisation), pursuant to or in connection with the Director and Senior
Manager Subscriptions; and (ii) make an offer or agreement in connection with
the Director and Senior Manager Subscriptions which would or might require
shares to be allotted after expiry of this allotment authority;

(G)       Resolution 7 (ordinary resolution): that the Directors are
authorised until 8:00 a.m. on 13 April 2026 to allot up to 194,448 new
Ordinary Shares pursuant to the Director and Senior Manager Subscriptions at
an issue price of 270 pence, which is at a 87% discount to the Consolidated
Closing Price on 6 March 2026 (being the Latest Practicable Date) and
otherwise on the terms set out in the Prospectus; and

(H)        Resolution 8 (special resolution): that pre-emption rights
are disapplied up to an aggregate nominal amount of £1,944.48, representing
approximately 37.5% of the Company's issued ordinary share capital as at the
Latest Practicable Date (as adjusted for the Capital Reorganisation), pursuant
to or in connection with the Director and Senior Manager Subscriptions,
subject to such exclusions or other arrangements as the directors of the
Company may deem necessary or expedient in relation to fractional entitlements
or legal or practical problems.

The full text of the Resolutions is set out in the Notice of General Meeting
in the Prospectus, which is expected to be published on 10 March 2026. Voting
on the Resolutions will be conducted by way of a poll and not by a show of
hands.

As at the Latest Practicable Date, the Company holds no Ordinary Shares in
treasury.

9.         Action to be taken

Full details of the terms and conditions of the Capital Raising and the
procedure for application and payment will be set out in the Prospectus, which
is expected to be published on 10 March 2026. If Shareholders are in any doubt
as to the action they should take, they are recommended to seek their own
personal financial advice immediately from their stockbroker, bank manager,
solicitor, accountant, fund manager or other independent financial adviser
authorised under FSMA if they are in the United Kingdom or, if they are not,
from another appropriately authorised independent financial adviser.

10.       Dividends and dividend policy

The terms of the Group's Existing RCF currently prohibit the Board from
declaring a dividend and the terms of the New Debt Facilities restrict
dividends being declared by the Board where the ratio of consolidated net
borrowings to EBITDA exceeds 3.0x and, in relation to the Senior Facility,
where any amount is outstanding under tranche B of the Senior Facility. The
Company recognises the importance of dividends to the Group's shareholders and
intends to resume payment of a progressive and sustainable dividend when
permitted and appropriate to do so.

11.        Directors' intentions and recommendation

The Board considers that the Refinancing is in the best interests of the
Shareholders of Videndum taken as a whole and unanimously recommends that you
vote in favour of the Resolutions to be proposed at the General Meeting. Each
Director who is able to vote at the General Meeting intends to vote in favour
of the Resolutions.

In addition, assuming the successful completion of the Refinancing, certain of
the Directors have indicated an intention to subscribe for Director and Senior
Manager Subscription Shares when they are permitted to do so under MAR
following release of the Full Year 2025 Results, as set out in paragraph 6.4
of this announcement.

APPENDIX I

Indicative summary timetable of principal events

 Record Date for Open Offer Entitlements                                          6:00 p.m. on 6 March 2026
 Announcement of the Capital Raising                                              10 March 2026
 Ex-Entitlements Date for the Open Offer                                          8:00 a.m. on 10 March 2026
 Publication of the Prospectus                                                    10 March 2026
 Posting of the Prospectus, Application Forms (to Qualifying Non-Crest            10 March 2026
 Shareholders only) and the Form of Proxy
 Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST    as soon as practicable after 8:00 a.m. on 11 March 2026
 Shareholders only)
 Recommended latest time for requesting withdrawal of Open Offer Entitlements     4:30 p.m. on 20 March 2026
 from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to
 convert them to certificated form)
 Latest time for depositing Open Offer Entitlements into CREST (i.e. if your      3:00 p.m. on 23 March 2026
 Open Offer Entitlements are represented by an Application Form and you wish to
 convert them to uncertificated form)
 Latest time and date for splitting Application Forms (to satisfy bona fide       3:00 p.m. on 24 March 2026
 market claims only)
 Latest time and date for receipt of Forms of Proxy                               10:30 a.m. on 25 March 2026
 Latest time and date for receipt of completed Application Forms and payments     11:00 a.m. on 26 March 2026
 in full and settlement of CREST instructions (as appropriate)
 General Meeting                                                                  10:30 a.m. on 27 March 2026
 Announcement of the results of the Capital Raising and General Meeting           27 March 2026
 Capital Reorganisation Record Date                                               6:00 p.m. on 27 March 2026
 Capital Reorganisation Effective Date                                            8:00 a.m. on 30 March 2026
 Admission and commencement of dealings of the Consolidated Shares and the New    8:00 a.m. on 30 March 2026
 Ordinary Shares, fully paid, on the London Stock Exchange
 Consolidated Shares and New Ordinary Shares credited to stock accounts in        as soon as possible after 8:00 a.m. on 30 March 2026
 CREST (Qualifying CREST Shareholders only)
 Expected date for despatch of definitive share certificates for the              by no later than 13 April 2026
 Consolidated Shares and the New Ordinary Shares in certificated form

 

 

Appendix II

DEFINITIONS

 "Aberforth"                                             means Aberforth Partners LLP;
 "Admission"                                             means admission of the New Ordinary Shares to the equity shares (commercial
                                                         companies) category of the Official List and to trading on the main market for
                                                         listed securities of the London Stock Exchange;
 "Alantra"                                               means Alantra EQMC Asset Management;
 "Application Form"                                      means the personalised application form on which Qualifying Non-CREST
                                                         Shareholders may apply for New Ordinary Shares under the Open Offer;
 "BGF Investments"                                       means BGF Investments LP
 "Board"                                                 means the board of directors of the Company from time to time;
 "Bookbuild"                                             has the meaning given in Appendix III to this announcement;
 "Bookrunner"                                            means Investec Bank plc;
 "Business Day"                                          means any day on which banks are generally open in London for the transaction
                                                         of business other than a Saturday or Sunday or public holiday;
 "Capital Raising"                                       means the Firm Placing and the Placing and Open Offer;
 "Capital Raising Related Party Transaction"             means the Related Party Transaction, as defined in the UK Listing Rules, in
                                                         respect of the issue of the New Ordinary Shares to Alantra pursuant to the
                                                         Firm Placing;
 "Capital Raising Shares"                                means the 31,481,482 New Ordinary Shares to be issued pursuant to the Firm
                                                         Placing and the Placing and Open Offer;
 "Capital Reorganisation"                                means the Sub-division and the Consolidation;
 "Capital Reorganisation Effective Date"                 means 8:00 a.m. on 30 March 2026;
 "CCSS"                                                  means the CREST Courier and Sorting Service established by Euroclear UK to
                                                         facilitate, among other things, the deposit and withdrawal of securities, as
                                                         defined in the CREST Manual;
 "certificated" or "in certificated form"                means a share or other security which is not in uncertificated form (that is,
                                                         not in CREST);
 "Chair"                                                 means the Chair of the Company;
 "Closing Price"                                         means the closing, middle market quotation of an Existing Ordinary Share, as
                                                         derived from Bloomberg;
 "Companies Act"                                         means the Companies Act 2006 of England and Wales, as amended, modified or
                                                         re-enacted from time to time;
 "Company" or "Videndum"                                 Videndum plc, a public limited company incorporated in England and Wales with
                                                         registered number 00227691;
 "Conditional Placee"                                    means any person who agrees to conditionally subscribe for Open Offer Shares
                                                         (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying
                                                         Shareholders) pursuant to the Placing;
 "Conditions"                                            has the meaning given in Appendix III to this announcement;
 "Consolidated Closing Price"                            means the Closing Price multiplied by the Consolidation Ratio;
 "Consolidated Shares"                                   means the ordinary shares of 1 pence each in the share capital of the Company
                                                         resulting from the Consolidation;
 "Consolidation"                                         means the proposed consolidation of each Intermediate Share into 1
                                                         Consolidated Share;
 "Consolidation Ratio"                                   means the ratio of 1 Consolidated Share for every 200 Existing Ordinary Shares
                                                         to be used in the Consolidation;
 "Consolidated Gross Borrowings"                         means at any time the aggregate (without double counting and excluding any
                                                         amount owed to another member of the Group) of the following:

(A)  the outstanding principal amount of any moneys borrowed by any member of the Group and any outstanding overdraft debit balance of any member of the Group;
                                                         (B)  the outstanding principal amount of any debenture, bond, note, loan stock or other security of any member of the Group;
                                                         (C)  the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution in favour of any member of the Group;
                                                         (D)  the outstanding principal amount of all moneys owing to a member of the Group in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis); and
                                                         (E)  the capitalised element of indebtedness of any member of the Group in respect of any lease or hire purchase contract (excluding trade accounts arising in the normal course of trading);

the outstanding principal amount of any indebtedness of any person of a type
                                                         referred to in sub-paragraphs (A) to (E) above which is the subject of a
                                                         guarantee, indemnity or similar assurance against financial loss given by any
                                                         member of the Group;
 "Consolidated Net Borrowings"                           means the aggregate amount of all Consolidated Gross Borrowings less cash at
                                                         bank and cash equivalent investments, as determined from the most recently
                                                         published annual or semi-annual consolidated financial statements of the
                                                         Group;
 "CREST"                                                 means the system for the paperless settlement of trades in securities and the
                                                         holding of uncertificated securities in accordance with the CREST Regulations
                                                         operated by Euroclear UK;
 "CREST Manual"                                          means the rules governing the operation of CREST, consisting of the CREST
                                                         Reference Manual, CREST International Manual, CREST Central Counterparty
                                                         Service Manual, CREST Rules, Registrars Service Standards, Settlement
                                                         Discipline Rules, CREST CCSS Operations Manual, Daily Timetable, CREST
                                                         Application Procedure and CREST Glossary of Terms (all as defined in the CREST
                                                         Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended);
 "CREST Regulations"                                     means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as
                                                         amended from time to time;
 "CREST sponsor"                                         means a CREST participant admitted to CREST as a CREST sponsor;
 "Debt for Equity Conversion"                            means the issue of 8,123,457 New Ordinary Shares to Polus Capital in
                                                         consideration for the write-off and release of £23 million of debt owed to
                                                         Polus Capital pursuant to the Existing RCF;
 "Debt for Equity Shares"                                means the 8,123,457 New Ordinary Shares to be issued to Polus Capital pursuant
                                                         to the Debt for Equity Conversion;
 "Debt Repayment and Restructuring"                      has the meaning given in paragraph 6.3 of this announcement;
 "Deferred Shares"                                       means the deferred shares of 19.995 pence each in the share capital of the
                                                         Company resulting from the Sub-division;
 "Director and Senior Manager Subscriptions"             means the proposed subscriptions for Director and Senior Manager Subscription
                                                         Shares by the Participating Directors and certain Senior Managers at the Offer
                                                         Price, further details of which are set out in paragraph 6.4 of this
                                                         announcement;
 "Director and Senior Manager Subscription Resolutions"  means Resolutions 6 to 8 (inclusive) to be proposed at the General Meeting, as
                                                         summarised in paragraph 8 of this announcement;
 "Director and Senior Manager Subscription Shares"       means the new Ordinary Shares for which the Participating Directors and
                                                         certain Senior Managers have indicated a non-binding intention to subscribe
                                                         for pursuant to the Director and Senior Manager Subscriptions;
 "Directors"                                             means the directors of the Company as at the date of this document, and
                                                         "Director" means any one of them;
 "Disclosure Guidance and Transparency Rules"            means the disclosure guidance and transparency rules made under Part VI of
                                                         FSMA (as set out in the FCA Handbook), as amended;
 "EBITDA"                                                means, for any period, the earnings before interest, taxes, depreciation, and
                                                         amortisation of the Group (including the 12 month pro forma effect of any
                                                         acquisitions or disposals made in the period in the case of acquisitions,
                                                         applying the same accounting principles as if the acquired company was already
                                                         part of the Group), after adding back all depreciation;
 "EEA"                                                   means the European Economic Area first established by the agreement signed at
                                                         Oporto on 2 May 1992;
 "Enforcement Day"                                       has the meaning given in paragraph 2.3 of this announcement;
 "Enlarged Share Capital"                                means the expected issued ordinary share capital of the Company immediately
                                                         following the issue of the New Ordinary Shares;
 "EU" or "European Union"                                means the European Union first established by the treaty made at Maastricht on
                                                         7 February 1992;
 "EU Prospectus Regulation"                              means the Prospectus Regulation (EU) 2017/1129, as amended from time to time;
 "Euroclear UK"                                          means Euroclear UK & International Limited, the operator of CREST;
 "Excess Ordinary Shares"                                means ordinary shares (not exceeding 196 in total) to be issued to the
                                                         Company's Employee Benefit Trust prior to the Capital Reorganisation Record
                                                         Date so that the Company's issued share capital will be exactly divisible by
                                                         200;
 "Excluded Territories"                                  means Australia, Canada, Switzerland, South Korea, Israel, Singapore, South
                                                         Africa, Japan and the United States (subject to certain limited exceptions),
                                                         and any other jurisdiction where the extension or availability of the Capital
                                                         Raising (and any other transaction contemplated thereby) would breach any
                                                         applicable law or regulation and "Excluded Territory" means any one of them;
 "Ex-Entitlements Date"                                  means the date on which the New Ordinary Shares are expected to commence
                                                         trading ex-entitlements, being 8:00 a.m. on 10 March 2026;
 "Existing Ordinary Shares"                              means the existing Ordinary Shares in issue immediately preceding the Capital
                                                         Raising;
 "Existing RCF"                                          means the £150,000,000 multi-currency revolving credit facility agreement
                                                         originally dated 5 July 2016 (as amended from time to time) made between,
                                                         among others: the Company and certain of its subsidiaries as original
                                                         borrowers; (ii) the Company and certain of its subsidiaries as original
                                                         guarantors; (iii) the Lenders as original lenders; (iv) GLAS USA LLC as agent;
                                                         and (v) GLAS Trust Corporation Limited as security agent, as amended and/or
                                                         amended and restated from time to time;
 "FCA"                                                   means the Financial Conduct Authority;
 "FCA Handbook"                                          means the FCA's Handbook of Rules and Guidance, as amended from time to time;
 "Firm Placee"                                           means any person that has conditionally agreed to subscribe for Firm Placing
                                                         Shares;
 "Firm Placing"                                          means the conditional placing of the Firm Placing Shares on the terms and
                                                         subject to the conditions contained in the Placing Agreement;
 "Firm Placing Shares"                                   means the 30,186,315 New Ordinary Shares which are to be issued by the Company
                                                         pursuant to the Firm Placing;
 "Form of Proxy"                                         means the form of proxy for use at the General Meeting which accompanies this
                                                         document;
 "FSMA"                                                  means the Financial Services and Markets Act 2000 of England and Wales, as
                                                         amended from time to time;
 "Full Year 2025 Results"                                means the, as yet unpublished, consolidated financial statements for the Group
                                                         as at, and for, the financial year ended 31 December 2025;
 "General Meeting"                                       means the general meeting of the Company to be convened to be held 10:30 a.m.
                                                         on 27 March 2026 at Regal House, 70 London Road, Twickenham, TW1 3QS;
 "Global Co-ordinator"                                   means Investec Bank plc;
 "Group"                                                 means the Company and each of its direct and indirect subsidiaries from time
                                                         to time (where "subsidiary" shall have the meaning ascribed to it in the
                                                         Companies Act);
 "Harwood Capital"                                       means Harwood Private Capital LLP;
 "Hurdle Price"                                          has the meaning given in paragraph 7 of this announcement;
 "ICC"                                                   means independent content creators;
 "Intermediate Shares"                                   means the ordinary shares of 0.005 pence each in the capital of the Company
                                                         resulting from the Sub-division;
 "Latest Practicable Date"                               means 6 March 2026, being the latest practicable date prior to publication of
                                                         this announcement;
 "Lenders"                                               means each of the lenders under the Existing RCF and any bank, financial
                                                         institution, trust, fund or other entity which becomes a Lender in accordance
                                                         with the terms of the Existing RCF;
 "LenderCo"                                              has the meaning given in paragraph 2.3 of this announcement;
 "Lender-led Alternative Transaction"                    has the meaning given in paragraph 2.3 of this announcement;
 "Leverage"                                              means Consolidated Net Borrowings to EBITDA according to the terms of the
                                                         Group's lending covenants;
 "London Stock Exchange"                                 means London Stock Exchange Group plc or its successor(s);
 "MiFID II"                                              means the Markets in Financial Instruments Directive II;
 "New Ordinary Shares"                                   means the Ordinary Shares to be issued by the Company pursuant to the Capital
                                                         Raising and the Debt for Equity Conversion, in each case as the context
                                                         requires;
 "Notice"                                                means the notice of the General Meeting contained in the Prospectus;
 "NPI"                                                   means New Product Introduction;
 "Offer Price"                                           means 270 pence per New Ordinary Share (which is equivalent to an issue price
                                                         of 1.35 pence per Ordinary Share before the Capital Reorganisation);
 "Official List"                                         means the official list maintained by the FCA pursuant to FSMA;
 "Off-set"                                               has the meaning given in Appendix III to this announcement;
 "Off-set Application Form"                              has the meaning given in Appendix III to this announcement;
 "Open Offer"                                            means the conditional invitation to Qualifying Shareholders to apply to
                                                         subscribe for the Open Offer Shares at the Offer Price on the terms and
                                                         subject to the conditions set out in this document and, in the case of
                                                         Qualifying Non-CREST Shareholders only, the Application Form;
 "Open Offer Entitlements"                               means entitlements to subscribe for Open Offer Shares allocated to a
                                                         Qualifying Shareholder pursuant to the Open Offer;
 "Open Offer Shares"                                     means 1,295,167 New Ordinary Shares which are to be issued by the Company
                                                         pursuant to the Open Offer;
 "Order"                                                 has the meaning given in Appendix III to this announcement;
 "Orderly Market Period"                                 has the meaning given in paragraph 7 of this announcement;
 "Ordinary Shares"                                       means: (i) prior to the implementation of the Sub-division, the ordinary
                                                         shares of 20 pence each in the share capital of the Company; (ii) between the
                                                         implementation of the Sub-division and the implementation of the
                                                         Consolidation, the ordinary shares of 0.005 pence each in the capital of the
                                                         Company; and (iii) following the implementation of the Consolidation, the
                                                         ordinary shares of 1 pence each in the capital of the Company;
 "Participating Directors"                               means, together, Stephen Harris, Brian Morgan, Graham Oldroyd, Anna Vikström
                                                         Persson, Polly Williams, Eva Lindqvist and Martin Cooke, being the Directors
                                                         who have indicated an intention to subscribe for Director and Senior Manager
                                                         Subscription Shares;
 "Placee"                                                means a Conditional Placee or a Firm Placee;
 "Placing"                                               means the conditional placing of the Open Offer Shares, subject to clawback
                                                         pursuant to the Open Offer, on the terms and subject to the conditions
                                                         contained in the Placing Agreement;
 "Placings"                                              has the meaning given in Appendix III to this announcement;
 "Placing Agreement"                                     means the agreement entered into by the Company and the Bookrunner, pursuant
                                                         to which the Company has appointed Investec as Global Co-ordinator and
                                                         Bookrunner in connection with the Capital Raising, and Sponsor in connection
                                                         with Admission;
 "Placing Results Announcement"                          has the meaning given in Appendix III to this announcement;
 "Placing Shares"                                        means the Open Offer Shares proposed to be issued by the Company pursuant to
                                                         the Placing (to the extent that such shares have not been validly taken up
                                                         pursuant to the Open Offer);
 "POATR"                                                 means the Public Offers and Admissions to Trading Regulations 2024;
 "Polus Capital"                                         means: (i) together, in their capacity as Lenders, Kington Sarl, Marshfield
                                                         Sarl and Sherston Sarl; and (ii) together, in their capacity as subscribers
                                                         for New Ordinary Shares, Bybrook Capital Master Fund LP, Bybrook Capital
                                                         Master Fund LP and Bybrook Capital Master Fund LP, in each case as the context
                                                         requires;
 "PRA"                                                   means the Prudential Regulation Authority;
 "Preliminary Prospectus"                                has the meaning given in Appendix III to this announcement;
 "PRM"                                                   means the Prospectus Rules: Admission to Trading on a Regulated Market of the
                                                         FCA;
 "Prospectus"                                            has the meaning given in Appendix III to this announcement;
 "QIB"                                                   has the meaning given in Appendix III to this announcement;
 "Qualified Investors"                                   has the meaning given in Appendix III to this announcement;
 "Qualifying CREST Shareholders"                         means Qualifying Shareholders holding Ordinary Shares in uncertificated form;
 "Qualifying Non-CREST Shareholders"                     means Qualifying Shareholders holding Ordinary Shares in certificated form;
 "Qualifying Shareholders"                               means holders of Existing Ordinary Shares on the register of members of the
                                                         Company at the Record Date;
 "Record Date"                                           means 6:00 p.m. (London time) on 6 March 2026 which is the date on which a
                                                         Shareholder must hold Ordinary Shares to be a Qualifying Shareholder;
 "Refinancing"                                           means the Capital Reorganisation, the Capital Raising, the Debt for Equity
                                                         Conversion and the Debt Repayment and Restructuring;
 "Refinancing Resolutions"                               means Resolutions 1 to 5 (inclusive) to be proposed at the General Meeting, as
                                                         summarised in paragraph 8 of this announcement;
 "Regulations"                                           has the meaning given in Appendix III to this announcement;
 "Regulation S"                                          means Regulation S under the US Securities Act;
 "Relevant Persons"                                      has the meaning given in Appendix III to this announcement;
 "Resolutions"                                           means each of the resolutions to be proposed at the General Meeting;
 "Restructuring Implementation Deed"                     means the restructuring implementation deed dated 10 March 2026 entered into
                                                         between the Company and the RID Lenders;
 "RID Lenders"                                           means the lenders under the Super Senior Facility;
 "Rule 144A"                                             means Rule 144A under the US Securities Act;
 "Senior Facility"                                       means the £45 million term loan facility to be entered into shortly after
                                                         Transaction Close as an amendment and restatement of the Existing RCF;
 "Shareholders"                                          means the holder(s) of Ordinary Shares from time to time and "Shareholder"
                                                         means any one of them;
 "Short Position"                                        has the meaning given in Appendix III to this announcement;
 "SONIA"                                                 means the sterling overnight index average interest rate benchmark;
 "Sponsor"                                               means Investec Bank plc;
 "Sub-division"                                          means the proposed sub-division of the Existing Ordinary Shares into
                                                         Intermediate Shares of 0.005 pence nominal value each and Deferred Shares of
                                                         19.995 pence nominal value each;
 "Super Senior Facility"                                 means the £15 million multi-currency revolving credit facility to be entered
                                                         into shortly after Transaction Close between: (i) the Company as borrower;
                                                         (ii) the Company and certain of its subsidiaries as original guarantors; (iii)
                                                         Polus Capital as mandated lead arrangers and original lenders; (iv) GLAS USA
                                                         LLC as agent; and (iv) GLAS Trust Corporation Limited as security agent;
 "Tax"                                                   means any tax, levy, impost, duty or other charge or withholding of a similar
                                                         nature (including any penalty or interest payable in connection with any
                                                         failure to pay or any delay in paying any of the same);
 "Transaction Close"                                     means 30 March 2026;
 "UK MAR"                                                means Regulation (EU) No 596/2014 of the European Parliament and of the
                                                         Council of 16 April 2014 on market abuse, in the form retained in the English
                                                         law and as amended from time to time;
 "uncertificated" or "in uncertificated form"            refers to a share or other security recorded on the relevant register of the
                                                         share or security concerned as being held in uncertificated form in CREST and
                                                         title to which, by virtue of the CREST Regulations, may be transferred by
                                                         means of CREST;
 "United Kingdom" or "UK"                                means the United Kingdom of Great Britain and Northern Ireland;
 "United States" or "US"                                 means the United States of America, its territories and possessions, any state
                                                         of the United States and the District of Columbia;
 "US Securities Act"                                     means the US Securities Act of 1933, as amended;
 "VAT"                                                   means:
                                                         (A)    any value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto;
                                                         (B)   to the extent not included in paragraph (A) above, any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
                                                         (C)   any other Tax of a similar nature to the Taxes referred to in paragraph (A) or paragraph (B) above, whether imposed in the UK or a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (A) or paragraph (B) above or imposed elsewhere;
 "VCS"                                                   means Videndum Creative Solutions;
 "Videndum Midco"                                        has the meaning given in paragraph 2.3 of this announcement; and
 "VPI"                                                   means Videndum Production Imaging.

APPENDIX III

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE FIRM PLACING AND PLACING

FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING (THE
"FIRM PLACING") OF NEW ORDINARY SHARES IN VIDENDUM PLC (THE "COMPANY") OR THE
PLACING OF NEW ORDINARY SHARES IN THE COMPANY SUBJECT TO CLAWBACK (THE
"PLACING" AND, TOGETHER WITH THE FIRM PLACING, THE "PLACINGS") IN RESPECT OF
VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS PURSUANT TO THE OPEN OFFER (THE
"OPEN OFFER", AND TOGETHER WITH THE PLACINGS, THE "CAPITAL RAISING"). THE
TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
ONLY DIRECTED AT, AND BEING DISTRIBUTED TO: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU
PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED
KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH
15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS
2024 ("POATR") AND FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS FALLING WITHIN
ARTICLE 49(2) OF THE ORDER AND WHO ARE QUALIFIED INVESTORS; (C) IN THE CASE
OF PERSONS LOCATED IN THE UNITED STATES, PERSONS WHO ARE REASONABLY BELIEVED
TO BE "QUALIFIED INSTITUTIONAL BUYERS" (EACH, A "QIB") (AS DEFINED IN RULE
144A UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES
ACT")); OR (D) ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED; AND, IN EACH CASE, HAVE BEEN INVITED TO PARTICIPATE IN THE FIRM
PLACING AND/OR THE PLACING BY THE BOOKRUNNER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").

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

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED
STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE HAS NOT BEEN AND WILL NOT BE A PUBLIC OFFERING OF THE
SECURITIES IN THE UNITED STATES.

EACH PLACEE (AS SUCH TERM IS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
CAPITAL RAISING SHARES (AS SUCH TERM IS DEFINED BELOW).

Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meanings given to them in this
announcement, or otherwise in the preliminary circular and prospectus dated 10
March 2026 prepared by, and relating to, the Company (the "Preliminary
Prospectus") in connection, inter alia, with the Capital Raising and
Admission. The Preliminary Prospectus has not been approved by the Financial
Conduct Authority (the "FCA").

In connection, inter alia, with the Capital Raising and Admission, the final
approved combined circular and prospectus (the "Prospectus") prepared by and
relating to the Company is expected to be dated on or around 10 March 2026.
The Prospectus will, subject to approval by the FCA, be published on the
Company's website and made available to you and will be despatched by the
Company to its Shareholders (other than those who have elected or have deemed
to have elected to receive soft copy, e-mail notifications or postal
notifications of the publication of documents). The Prospectus is not expected
to be approved and published prior to Placees entering into a legally binding
commitment in respect of the Firm Placing or Placing with the Bookrunner, as
agent of and on behalf of the Company. As such, any commitments made under the
Firm Placing and/or the Placing will be on the basis of the Preliminary
Prospectus and this announcement and the terms and conditions in this
Appendix.

The Firm Placing will consist of an offer of New Ordinary Shares (the "Firm
Placing Shares") by way of a placing with institutional investors. The Placing
will consist of an offer of New Ordinary Shares by way of a placing with
institutional investors subject to clawback by Qualifying Shareholders
pursuant to the Open Offer (the "Placing Shares" and together with the Firm
Placing Shares, the "Capital Raising Shares"). If a person indicates to the
Bookrunner that it wishes to participate in the Firm Placing and/or Placing by
making an oral or written offer to acquire Firm Placing Shares pursuant to the
terms of the Firm Placing and/or Placing Shares pursuant to the terms of the
Placing (each such person, a "Placee"), such person will be deemed: (i) to
have read and understood in their entirety the terms and conditions in this
Appendix and the announcement of which it forms part and the Preliminary
Prospectus; (ii) to be participating and making such offer on the terms and
conditions contained in this Appendix; and (iii) to be providing the
representations, warranties, indemnities, agreements, undertakings,
acknowledgements and confirmations contained in the terms and conditions in
this Appendix.

In particular, each Placee represents, warrants and acknowledges that:

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

2.         in the case of any Capital Raising Shares subscribed for by
it as a financial intermediary, if in a member state of the EEA or the UK, it
is a Qualified Investor and: (i) the Capital Raising Shares acquired by and/or
subscribed for by it have not been acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor have they been acquired and/or
subscribed for with a view to their offer or resale to, persons in any EEA
member state or the UK other than Qualified Investors (as such term is defined
in either the EU Prospectus Regulation or the POATR, as applicable), or in
circumstances in which the prior consent of the Bookrunner has been obtained
to each such proposed offer or resale; or (ii) where Capital Raising Shares
have been acquired and/or subscribed for by it on behalf of persons in any EEA
member state or the UK other than Qualified Investors, the offer of those
Capital Raising Shares to it is not treated under the EU Prospectus Regulation
or the POATR (as applicable) as having been made to such persons;

3.         it is and, at the time the Capital Raising Shares are
acquired, will be either: (i) not located in the United States (within the
meaning of Regulation S under the US Securities Act ("Regulation S"));
acquiring the Capital Raising Shares in an offshore transaction in accordance
with Regulation S; not a resident of any Excluded Territories (as defined
below) or a corporation, partnership or other entity organised under the laws
of any Excluded Territories; and subscribing for the Capital Raising Shares
for its own account (or for the account of affiliates or funds managed by it
or its affiliates with respect to which it either has investment discretion or
which are located outside the United States); or (ii) a QIB, which is (a)
aware, and each potential beneficial owner of the Capital Raising Shares has
been advised, that the sale to it of the Capital Raising Shares is being made
in accordance with Rule 144A or another available exemption from, or in a
transaction not subject to, registration under the US Securities Act, and (b)
either acquiring the Capital Raising Shares for its own account, or any
account for which it is acquiring the Capital Raising Shares is a QIB. If the
Placee is participating in the Placings as or on behalf of a QIB, it agrees to
furnish to the Bookrunner and the Company a signed U.S. investor letter in the
form provided by the Bookrunner and the Company. These terms and conditions do
not constitute, subject to certain exceptions, an offer to sell or issue or
the invitation or solicitation of an offer to buy or acquire the Capital
Raising Shares in, or to residents of, any jurisdiction including, without
limitation, Australia, Canada, Switzerland, South Korea, Israel, South Africa,
Japan, Singapore and the United States or any other jurisdiction where the
extension or availability of the Placings would breach any applicable laws or
regulations (each an "Excluded Territory", and "Excluded Territories" shall
mean any of them);

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

5.         the Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, warranties and acknowledgements;
and

6.         these terms and conditions and the information contained
herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in, or who are residents of, the
United States, or, subject to certain exceptions, any other Excluded
Territory.

In particular, the Capital Raising Shares referred to in these terms and
conditions have not been and will not be registered under the US Securities
Act or the securities laws of any state or other jurisdiction of the United
States and the Capital Raising Shares may not be offered, sold, transferred or
delivered, directly or indirectly in, into or within the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in compliance with any
applicable laws of any state or other jurisdiction of the United States.
Accordingly, the Capital Raising Shares are being offered and sold outside the
United States in accordance with Regulation S. There has not been and will not
be a public offering of the Capital Raising Shares in the United States, and
any offering or sale of Capital Raising Shares in the United States will be
made only to a limited number of persons reasonably believed to be QIBs
pursuant to an exemption from registration under the US Securities Act in a
transaction not involving a public offering. The Capital Raising Shares have
not been approved, disapproved or recommended by the U.S. Securities and
Exchange Commission, or any state securities commission in the United States,
or any other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placings or
the accuracy or adequacy of these terms and conditions. Any representation to
the contrary is a criminal offence in the United States.

The distribution of these terms and conditions and the offer and/or placing of
the Capital Raising Shares in certain other jurisdictions may be restricted by
law. No action has been or will be taken by the Bookrunner or the Company that
would, or is intended to, permit an offer of the Capital Raising Shares or
possession or distribution of these terms and conditions or any other offering
or publicity material relating to the Capital Raising Shares in any
jurisdiction where any such action for that purpose is required, save as
mentioned above. Persons into whose possession these terms and conditions come
are required by the Bookrunner and the Company to inform themselves about and
to observe any such restrictions.

Each Placee's commitments will be made solely on the basis of the information
set out in the terms and conditions in this Appendix, this announcement and
the Preliminary Prospectus. Each Placee, by participating in the Placings,
acknowledges and agrees that it has not relied on any other information,
representation, warranty or statement made by or on behalf of the Bookrunner
or the Company or any of their respective affiliates and the Bookrunner, the
Company or any person acting on such person's behalf or any of their
respective affiliates has or shall have liability for any Placee's decision to
accept the invitation to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting the invitation to
participate in the Placings.

No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of the Bookrunner or any of its
affiliates, its directors, officers, employees, agents, advisers, or any other
person, as to the accuracy, completeness, correctness or fairness of the
information or opinions contained in the Preliminary Prospectus and/or the
Prospectus (when published), this announcement or for any other statement made
or purported to be made by any of them, or on behalf of them, in connection
with the Company, the Capital Raising or Admission and no such person shall
have any responsibility or liability for any such information or opinions or
for any errors or omissions. Accordingly, save to the extent permitted by law,
no liability whatsoever is accepted by the Bookrunner or any of its directors,
officers, employees or affiliates or any other person for any loss howsoever
arising, directly or indirectly, from any use of this announcement or such
information or opinions contained herein or otherwise arising in connection
with the Preliminary Prospectus and/or the Prospectus (when published).

These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Capital Raising Shares or any
other securities or an inducement or recommendation to enter into investment
activity, nor shall these terms and conditions (or any part of them), nor the
fact of their distribution, form the basis of, or be relied on in connection
with, any investment activity. No statement in this announcement is intended
to be nor may be construed as a profit forecast and nor should any such
statement be interpreted to mean that the Company's profits or earnings per
share for any future period will necessarily match or exceed historical
published profits or earnings per share of the Company.

Proposed Firm Placing of Firm Placing Shares and Placing of Placing Shares
subject to clawback in respect of valid applications by Qualifying
Shareholders pursuant to the Open Offer

Placees are referred to in the terms and conditions in this Appendix, this
announcement and the Preliminary Prospectus containing details of, inter alia,
the Capital Raising and Admission. The terms and conditions in this Appendix,
this announcement, the Preliminary Prospectus and the Prospectus (when
published) have been prepared and issued, or will be issued, by the Company,
and each of these documents is and will be the sole responsibility of the
Company.

The Bookrunner has agreed, pursuant to the Placing Agreement, to use
reasonable endeavours to procure subscribers for the Firm Placing Shares and
Placing Shares, as agent for the Company, at the Offer Price. Placees for
Placing Shares in the Placing are subject to clawback to satisfy valid
application by Qualifying Shareholders under the Open Offer. The Firm Placing
Shares are not subject to clawback and do not form part of the Placing and
Open Offer. The Firm Placing and Placing and Open Offer have been fully
underwritten by the Bookrunner on, and subject to, the terms and conditions of
the Placing Agreement.

To the extent that any Placee fails to take up any or all of the Capital
Raising Shares which have been allocated to it or which it has agreed to take
up at the Offer Price, the Bookrunner has agreed, on the terms and subject to
the conditions in the Placing Agreement, to take up such Capital Raising
Shares at the Offer Price.

To the extent that Placees cannot be found for the Capital Raising Shares
(which are not in respect of the Placing Shares, applied for by Qualifying
Shareholders under the Open Offer), the Bookrunner has agreed, on the terms
and subject to the conditions in the Placing Agreement, to take up such
Capital Raising Shares at the Offer Price.

Listing and admission to trading

The New Ordinary Shares will be admitted to the equity shares (commercial
companies) category of the Official List and an application will be made to
the London Stock Exchange for the New Ordinary Shares to be admitted to
trading on its Main Market for listed securities.

Application will also be made to Euroclear UK & International Limited for
the entitlements to the Open Offer Shares (the "Open Offer Entitlements") to
be admitted as separate participating securities within CREST.

The New Ordinary Shares issued under the Firm Placing, the Placing and the
Open Offer, when issued and fully paid, will be identical to, and will rank
pari passu in all respects with, the Consolidated Shares, including the right
to receive all dividends and other distributions declared, made or paid on the
Consolidated Shares by reference to a record date on or after Admission.

Subject to the conditions below being satisfied, it is expected that Admission
will become effective on 30 March 2026 and that dealings for normal settlement
in the Capital Raising Shares will commence at 8:00 a.m. on the same day.

The Firm Placing, the Placing and the Open Offer are conditional, inter alia,
on:

a)         the Prospectus being approved by the FCA on or before 4:00
p.m. on 10 March 2026 and being made available to the public by no later than
6:00 p.m. on that day (or, in each case, such later time and/or date as the
Company and the Bookrunner may agree in writing);

b)         each of the Refinancing Resolutions being passed by
Shareholders at the General Meeting;

c)         Admission becoming effective by not later than 8:00 a.m. on
30 March 2026 (or such later time or date as the Company and the Bookrunner
may agree in writing); and

d)         the Placing Agreement having become unconditional in all
respects and not having been terminated by the Bookrunner in accordance with
its terms prior to Admission.

The full terms and conditions of the Open Offer will be contained in the
Prospectus to be issued by the Company in connection with, inter alia, the
Capital Raising and Admission. The Prospectus to be issued by the Company is
expected to be approved by the FCA and made available to the public in
accordance with paragraph 9.5 of the PRM.

Bookbuild of the Placings

The Bookrunner will be conducting an accelerated bookbuild process commencing
immediately following this announcement (the "Bookbuild") in order to
determine demand for participation in the Placings. The Bookrunner, as agent
for the Company, will seek to procure Placees as part of this Bookbuild. These
terms and conditions give details of the terms and conditions of, and the
mechanics for participation in, the Placings.

Principal terms of the Bookbuild

a)         By participating in the Placings, Placees will be deemed:
(i) to have read and understood the terms and conditions in this Appendix,
this announcement and the Preliminary Prospectus; (ii) to be participating
and making an offer for any Capital Raising Shares on these terms and
conditions; and (iii) to be providing the representations, warranties,
indemnities, agreements, undertakings, acknowledgements and confirmations
contained in these terms and conditions.

b)         Participation in the Placings will only be available to
persons who are Relevant Persons and who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner and its respective affiliates
are entitled to enter bids for Capital Raising Shares as principal in the
Bookbuild.

c)         To bid in the Bookbuild, Placees should communicate their
bid by telephone or in writing to their usual sales contact at the Bookrunner.
Each bid should state the aggregate number of Firm Placing Shares and Placing
Shares which the Placee wishes to acquire at the Offer Price.

d)         The Offer Price will be payable to the Bookrunner (on
behalf of the Company) by the Placees in respect of the Capital Raising Shares
allocated to them. Bids may be scaled down by the Bookrunner on the basis
referred to in paragraph (g) below.

e)         The Bookbuild is expected to close on or around 4:00 p.m.
on 10 March 2026, subject to acceleration, but may close earlier or later, at
the discretion of the Bookrunner and the Company. The timing of the closing of
the books and allocations will be agreed between the Bookrunner and the
Company following completion of the Bookbuild. The Bookrunner may, in
agreement with the Company, accept offers to subscribe for Capital Raising
Shares that are received after the Bookbuild has closed.

f)          An offer to subscribe for Capital Raising Shares in the
Bookbuild will be made on the basis of the terms and conditions in this
Appendix (which shall be deemed to be incorporated into such offer), this
announcement and the Preliminary Prospectus and will be legally binding on the
Placee by which, or on behalf of which, it is made and will not be capable of
variation or revocation.

g)         Subject to paragraph (f) above, the Bookrunner reserves the
right not to accept bids or to accept bids, either in whole or in part, on the
basis of allocations determined at the Bookrunner's discretion and may scale
down any bids as the Bookrunner may determine, subject to consultation with
the Company. The acceptance of bids shall be at the Bookrunner's absolute
discretion, subject to consultation with the Company.

h)         If successful, each Placee's allocation will be confirmed
to it by the Bookrunner following the close of the Bookbuild. Oral or written
confirmation (at the Bookrunner's discretion) from the Bookrunner to such
Placee confirming its allocation will constitute a legally binding commitment
upon such Placee, in favour of the Bookrunner and the Company to acquire the
number of Capital Raising Shares allocated to it (and in the respective
numbers of Firm Placing Shares and Placing Shares (subject to clawback) so
allocated) on the terms and conditions set out herein (which shall be deemed
to be incorporated in such legally binding commitment). Each Placee will have
an immediate, separate, irrevocable and binding obligation, owed to the
Bookrunner, to pay to the Bookrunner (or as the Bookrunner may direct) as
agent for the Company in cleared funds an amount equal to the product of the
Offer Price and the number of Firm Placing Shares and, once apportioned after
clawback (in accordance with the procedure described in the paragraph entitled
"Placing procedure" below), the Placing Shares, which such Placee has agreed
to acquire.

i)          Each Placee's allocation and commitment together with
settlement arrangements will be confirmed by an electronic contract note
and/or electronic trade confirmation issued to such Placee by the Bookrunner
in due course. The contract note or trade confirmation will include the
payment and settlement procedures to be followed by Placees in connection with
their acquisition of Capital Raising Shares.

j)          The Company will make a further announcement following
the close of the Bookbuild detailing the number of Capital Raising Shares to
be issued (the "Placing Results Announcement"). It is expected that such
Placing Results Announcement will be made as soon as practicable after the
close of the Bookbuild.

k)         Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placings is/are confirmed, settlement for all Capital Raising
Shares to be acquired pursuant to the Placings will be required to be made at
the same time on the basis explained below under the paragraph "Registration
and settlement".

l)          By participating in the Bookbuild, each Placee agrees
that its rights and obligations in respect of the Firm Placing and/or Placing
will terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee. All obligations under the
Placings will be subject to the fulfilment of the conditions referred to below
under the paragraph "Conditions of the Placings and Termination of the Placing
Agreement".

m)        To the fullest extent permissible by law, neither the
Bookrunner nor any of its affiliates nor any of its or its affiliates' agents,
directors, officers or employees, respectively, shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither the Bookrunner nor any of its affiliates
nor any of its or its respective affiliates' agents, directors, officers or
employees, respectively, shall have any liability (including, to the extent
permissible by law, any fiduciary duties), to any Placee (or to any person
whether acting on behalf of a Placee or otherwise) in respect of the
Bookrunner's conduct of the Bookbuild or of such alternative method of
effecting the Placings as the Bookrunner and the Company may agree.

Conditions of the Placings and Termination of the Placing Agreement

Placees will only be called on to subscribe for Capital Raising Shares if the
obligations of the Bookrunner under the Placing Agreement have become
unconditional in all respects and the Bookrunner has not terminated the
Placing Agreement prior to Admission.

The Bookrunner's obligations under the Placing Agreement in respect of the
Firm Placing, the Placing and the Open Offer are conditional on, inter alia:

a)         the Prospectus having been approved by the FCA in
accordance with the PRM by not later than 4:00 p.m. on 10 March 2026 and
having been made available to the public in accordance with the PRM by no
later than 6:00 p.m. on that day (or such later time and/or date as the
Company and the Bookrunner may agree in writing);

b)         Admission occurring by not later than 8:00 a.m. on 30 March
2026 or such later time and/or date as the Company and the Bookrunner may
agree in writing, being not later than 29 April 2026;

c)         the passing of each of the Refinancing Resolutions (without
any amendment which, in the opinion of the Bookrunner, is material) at the
General Meeting by no later than 27 March 2026 (or at any adjournment of such
meeting);

d)         the representations and warranties given by the Company to
the Bookrunner in the Placing Agreement (disregarding certain materiality
qualifiers set out therein), being true and accurate as of the date of the
Placing Agreement, the date of the Placing Results Announcement (if different
from the date of the Placing Agreement), the date of the Prospectus, the date
of any supplementary prospectus published prior to Admission and immediately
before Admission, in each case as though they had been given by reference to
the facts and circumstances then subsisting, save to the extent that (other
than in respect of certain representations and warranties), in the good faith
opinion of the Bookrunner, the relevant breach is not material;

e)         compliance by the Company with all of its obligations and
undertakings under the Placing Agreement or under the terms and conditions of
the Capital Raising which fall to be performed or complied with on or prior to
Admission, save to the extent that, in the good faith opinion of the
Bookrunner, such non-compliance is not material;

f)          each Irrevocable Undertaking (as that term is defined in
the Placing Agreement) remaining in full force and effect and not, in the good
faith opinion of the Bookrunner (acting reasonably) having been terminated or
modified or amended in any material respect;

g)         the Existing RCF remaining in full force and effect and not
having been terminated or modified or amended (other than as may be expressly
envisaged by the terms of the Restructuring Implementation Deed), in the good
faith opinion of the Bookrunner (acting reasonably), in any material respect;

h)         the Restructuring Implementation Deed remaining in full
force and effect and not having been terminated or modified or amended, or its
terms not complied with (including, for the avoidance of doubt, there having
be no modification or amendment to any Agreed Form Refinancing Agreement (in
each case as that term is defined in the Placing Agreement) appended thereto),
in the good faith opinion of the Bookrunner (acting reasonably), in any
material respect;

i)          the posting of the Application Forms and the sending of a
CREST instruction to credit the CREST accounts of Qualifying Shareholders as
contemplated in the Prospectus and in accordance with the Placing Agreement;

j)          no matter referred to in paragraphs 10.1.1(R), 10.1.4(R)
or 10.1.22(R) of the PRM arising between the publication of the Prospectus and
Admission which the Bookrunner considers in good faith to be material;

k)         any supplementary prospectus required prior to Admission
pursuant to paragraph 10.1R of the PRM having been approved by the FCA and
having been published prior to Admission in accordance with paragraphs 9.5 and
9.6 of the PRM;

l)          there not having occurred, in the good faith opinion of
the Bookrunner, any Material Adverse Change (as that term is defined in the
Placing Agreement) at any time between the date of the Placing Agreement and
Admission (whether or not foreseeable at the date of the Placing Agreement);

m)        no matter having arisen before Admission which might
reasonably be expected, in the good faith opinion of the Bookrunner (acting
reasonably), to give rise to a material claim under the indemnity in the
Placing Agreement; and

n)         the Company having applied to Euroclear for admission of
the Open Offer Entitlements as participating securities within CREST and no
notification having been received from Euroclear on or prior to Admission that
such admission has been or is to be refused and Euroclear approving the entry
into CREST of the Open Offer Entitlements,

(all such conditions included in the Placing Agreement being, together, the
"Conditions").

The Placing Agreement can be terminated at any time before Admission by the
Bookrunner by giving notice to the Company in certain circumstances, including
(but not limited to) where:

a)         any statement contained in any offer document (or any
amendment or supplement thereto) is or has become untrue or inaccurate in any
material respect or omits to state a material fact necessary in order to make
such statement, in light of the circumstances under which it was made, not
misleading, or any matter has arisen which would, if such offer document (or
amendment or supplement thereto) were to be issued at that time, constitute an
omission therefrom which, in the opinion of the Bookrunner, is material;

b)         there has been a breach by the Company of any of its
obligations under the Placing Agreement (including by not satisfying the
Conditions by the time specified or required) or any other term of condition
applicable to the Capital Raising which in each case fall to be performed or
complied with prior to Admission, which in the good faith opinion of the
Bookrunner is material;

c)         any Irrevocable Undertaking has been terminated or modified
or amended, in the good faith opinion of the Bookrunner (acting reasonably),
in any material respect;

d)         the Existing RCF has been terminated or modified or amended
(other than as may be expressly envisaged by the terms of the Restructuring
Implementation Deed), in the good faith opinion of the Bookrunner (acting
reasonably), in any material respect;

e)         the Restructuring Implementation Deed has been terminated
or modified or amended, or its terms not complied with (including, for the
avoidance of doubt, any modification or amendment to any Agreed Form
Refinancing Agreement (in each case as that term is defined in the Placing
Agreement) appended thereto), in the good faith opinion of the Bookrunner
(acting reasonably), in any material respect;

f)          there has been a breach by the Company of any of the
representations and warranties given to the Bookrunner in the Placing
Agreement (disregarding certain materiality qualifiers set out therein), or an
event occurs which, if those representations and warranties were repeated
immediately after that event, would make any of them untrue or incorrect, save
to the extent (other than in respect of certain representations and
warranties), in the good faith opinion of the Bookrunner, the relevant breach
is not material;

g)         there has been, in the good faith opinion of the
Bookrunner, a Material Adverse Change (whether or not foreseeable at the date
of the Placing Agreement);

h)         any matter referred to in paragraphs 10.1.1(R), 10.1.4(R)
or 10.1.22(R) of the PRM has arisen between the publication of the Prospectus
and Admission which would require the publication of a supplementary
prospectus and which in the good faith opinion of the Bookrunner is materially
adverse;

i)          there has occurred:

a.   (i) any adverse change in the financial markets in the United States,
the United Kingdom, Canada or in any member of the EEA or the international
financial markets; (ii) any outbreak or escalation of hostilities, war, act of
terrorism, declaration of emergency or martial law or other calamity or crisis
or event; (iii) any change or development involving a prospective change in
national or international political, financial, economic, monetary or market
conditions or currency exchange rates or controls;

b.   any suspension of or material limitation to trading in any securities
of the Company by the London Stock Exchange or the suspension or material
limitation to trading generally on the New York Stock Exchange, the NASDAQ
National Market, the Toronto Stock Exchange or the London Stock Exchange, or
minimum or maximum prices for trading having been fixed, or maximum ranges for
prices of securities having been required, by any of said exchanges or by
order of any governmental authority, or a material disruption in commercial
banking or securities settlement or clearance services in the United States,
Canada, the United Kingdom or in any member of the EEA;

c.   any change in the United Kingdom taxation laws materially adversely
affecting the Group, the New Ordinary Shares or the issue thereof; or

d.   any declaration of a banking moratorium by the United States, the
United Kingdom, Canada or any member of the EEA,

which would, in the good faith opinion of the Bookrunner, make it impractical
or inadvisable to proceed with the Capital Raising or the underwriting of the
Capital Raising Shares, or

j)          the application for Admission is refused by the London
Stock Exchange, or is withdrawn by the Company.

If any Condition has not been satisfied or has become incapable of being
satisfied by the required time and date (and is not waived by the Bookrunner
as described below) or if the Placing Agreement is terminated, all obligations
under these terms and conditions will automatically terminate.

By participating in the Placings, each Placee agrees that its rights and
obligations hereunder are conditional on the Placing Agreement becoming
unconditional in all respects and that its rights and obligations will
terminate only in the circumstances described above and will not be capable of
rescission or termination by it after oral or written confirmation by the
Bookrunner (at the Bookrunner's discretion) following the close of the
Bookbuild.

The Bookrunner may in its absolute discretion in writing and upon such terms
as it thinks fit waive the satisfaction of certain of the Conditions in the
Placing Agreement or extend the time provided for fulfilment of such
Conditions. Any such extension or waiver will not affect Placees' commitments
as set out in these terms and conditions.

By participating in the Placings each Placee agrees that the exercise by the
Company or the Bookrunner of any right or other discretion under the Placing
Agreement, including (without limitation) any decision made by the Bookrunner
as to whether or not to waive or to extend the time and/or date for the
fulfilment of any condition in the Placing Agreement and/or (on behalf of the
Bookrunner) whether or not to exercise any termination right, shall be within
the absolute discretion of the Company and the Bookrunner (as the case may
be).

Neither the Company nor the Bookrunner 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 made by the Bookrunner as to whether or not to waive
or to extend the time and/or date for the fulfilment of any condition in the
Placing Agreement and/or whether or not to exercise any such termination
right.

Withdrawal rights

Placees acknowledge that their agreement to subscribe for Capital Raising
Shares is not by way of acceptance of the public offer made in the Prospectus
and the Application Form but is by way of a collateral contract and as such,
paragraph 10.1.14R of the PRM does not entitle Placees to withdraw in the
event that the Company publishes a supplementary prospectus in connection with
the Capital Raising or Admission.

Placing procedure

Placees shall subscribe for the Firm Placing Shares and/or Placing Shares to
be issued pursuant to the Firm Placing and/or Placing (subject to clawback in
the case of the Placing) and any allocation of the Firm Placing Shares and
Placing Shares (subject to clawback) to be issued pursuant to the Firm Placing
and/or the Placing will be notified to them on or around 10 March 2026 (or
such other time and/or date as the Company and the Bookrunner may agree).

Placees will be called upon to subscribe for, and shall subscribe for, the
Placing Shares only to the extent that valid applications and payment in full
by Qualifying Shareholders under the Open Offer are not received by 11:00 a.m.
on 26 March 2026 or if applications have not otherwise not been deemed to be
valid in accordance with the terms set out in the Prospectus and the
Application Form.

If you are a Qualifying Shareholder and you take up and pay for New Ordinary
Shares under the Open Offer to which you are entitled in accordance with its
terms, you may request, by returning an off-set application form which may be
acquired from the Bookrunner (the "Off-set Application Form"), that your
participation in the Placing be reduced by up to the number of New Ordinary
Shares in your total Open Offer entitlement which you have validly taken up
and paid for under the Open Offer (to a maximum of the number of New Ordinary
Shares in your Placing participation) ("Off-set"). If the Off-set Application
Form is not returned by the closing time of the Open Offer, you will be deemed
to have waived your right to claim Off-set in respect of any New Ordinary
Shares taken up under the Open Offer.

Payment in full for any Firm Placing Shares and Placing Shares so allocated
(subject to clawback in the case of the Placing Shares) in respect of the
Placings at the Offer Price must be made by no later than 8:00 a.m. on 30
March 2026 (or by such later date as shall be no later than five business days
following Admission, if Admission is delayed).

The Bookrunner will notify Placees if any of the dates in these terms and
conditions should change, including as a result of delay in the posting of the
Prospectus, the Application Forms or the crediting of the Open Offer
Entitlements in CREST or the production of a supplementary prospectus or
otherwise.

Lock-up

The Company has undertaken to the Bookrunner that, between the date of the
Placing Agreement and the date falling 180 days after the last date for
acceptance under the terms of the Open Offer (inclusive), it will not, without
the prior written consent of the Bookrunner enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain customary and
other carve-outs agreed between the Bookrunner and the Company.

By participating in the Placings, Placees agree that the exercise by the
Bookrunner of any power to grant consent to waive the undertaking by the
Company of a transaction which would otherwise be subject to the lock-up under
the Placing Agreement shall be within the absolute discretion of the
Bookrunner and that they need not make any reference to, or consult with,
Placees and that they 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 Capital Raising Shares following Admission
will take place within the CREST system, subject to certain exceptions.

The Bookrunner and the Company reserve the right to require settlement for,
and delivery of, the Capital Raising Shares to Placees by such other means
that they deem necessary if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in the
Preliminary Prospectus and/or the Prospectus or would not be consistent with
the regulatory requirements in the Placee's jurisdiction. Each Placee will be
deemed to agree that it will do all things necessary to ensure that delivery
and payment is completed in accordance with either the standing CREST or
certificated settlement instructions which they have in place with the
Bookrunner.

Settlement for the Capital Raising Shares will be on a delivery versus payment
basis and is expected to take place on or around 30 March 2026.

Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of two percentage points above
prevailing SONIA. Each Placee is deemed to agree that if it does not comply
with these obligations, the Bookrunner may sell any or all of the Capital
Raising Shares allocated to it on its behalf and retain from the proceeds, for
its own account and benefit, an amount equal to the aggregate amount owed by
the Placee to the Bookrunner (on behalf of the Company) plus any interest due.
By communicating a bid for Capital Raising Shares, each Placee confers on the
Bookrunner and the Company all such authorities and powers necessary to carry
out any such sale and agrees to ratify and confirm all actions which the
Bookrunner lawfully takes in pursuance of such sale. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon any transaction in the
Capital Raising Shares on such Placee's behalf.

Acceptance

By participating in the Placings, each Placee (and any person acting on such
Placee's behalf) (together, "you") irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be) with the
Bookrunner and its affiliates and agents and the Company, the following:

1.         you are duly incorporated and validly existing under the
laws of your jurisdiction of incorporation. You have power under your
constitutional documents and have obtained all necessary authorities
(including, without limitation, all relevant members' resolutions) to
subscribe for and pay for the Capital Raising Shares in the manner proposed
and to enter into and perform your obligations pursuant to the terms and
conditions in this Appendix, and there are no governmental or regulatory
consents or other third party approvals, authorisations or orders required in
order for you to subscribe for and pay for the Capital Raising Shares in the
manner proposed and to enter into and perform your obligations pursuant to the
terms and conditions in this Appendix that have not been or will not prior to
Admission have been obtained and you have not taken any action which will or
may result in the Bookrunner or the Company being in breach of the legal or
regulatory requirements of any jurisdiction;

2.         your agreement to subscribe for Capital Raising Shares will
comply with all agreements to which you are a party or by which you or any of
your properties or assets is bound and which are material to your
participation and your obligations in respect thereof;

3.         the information, if any, relating to you set out in the
Preliminary Prospectus is true and accurate and not misleading in any respect
and the information relating to you provided or to be provided by you for
inclusion in the Prospectus is or will be true and accurate and not misleading
in any respect;

4.         you have received a copy of this announcement (and the
terms and conditions herein), the Preliminary Prospectus (including the terms
and conditions of the Capital Raising) and all such other information as you
deem necessary to make an investment decision in relation to the Capital
Raising Shares. Your commitment will be solely on the basis of the information
contained in the Preliminary Prospectus and this announcement. You acknowledge
however that the Preliminary Prospectus is in draft form and is subject to
updating, completion, revision, further verification and amendment and you
agree that you have relied on your own investigation of the business,
financial or other position of the Company in accepting your participation in
the Placings;

5.         you have funds available to pay the full amount in respect
of your participation in the Placings as and when due;

6.         you acknowledge and agree that the Capital Raising Shares
have not been and will not be registered under the US Securities Act or with
any securities regulatory authority of any state or other jurisdiction of the
United States. You further understand that the Capital Raising Shares have not
been registered under the applicable laws of any of the Excluded Territories;

7.         You are not located in the United States (within the
meaning of Regulation S); you are acquiring the Capital Raising Shares in an
offshore transaction in accordance with Regulation S; not a resident of any
Excluded Territories or a corporation, partnership or other entity organised
under the laws of any Excluded Territories; and subscribing for the Capital
Raising Shares for your own account (or for the account of your affiliates or
funds managed by you or your affiliates with respect to which you either have
investment discretion or which are located outside the United States);

8.         you are subscribing for the Capital Raising Shares for
investment purposes, in each case, not with a view to, or for resale in
connection with, the distribution thereof, directly or indirectly, in whole or
in part, into or within the United States within the meaning of U.S.
securities laws;

9.         you acknowledge and agree that you are not acquiring the
Capital Raising Shares as a result of any "directed selling efforts" as
defined in Regulation S;

10.        you are: (i) a person of a kind described in Article 19
and/or Article 49 of the Order and you understand that the terms and
conditions set out herein are directed only at (a) persons who have
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Order or (b)
high net worth entities (including companies and unincorporated associations
of high net worth and trusts of high value) or other persons falling within
Article 49(2)(a) to (d) of the Order, and that, accordingly, any investment or
investment activity to which these terms and conditions relate is available
only to you as such a person or will be engaged in only with you as such a
person; and (ii) not intending to offer or sell or otherwise deal with the
Capital Raising Shares in any way which would result in an offer to the public
in the UK within the meaning of POATR or in any other jurisdiction or require
registration or prospectus publication or similar actions in any other
jurisdiction;

11.        you understand and accept that in offering you a
participation in the Placings, the Bookrunner is not making any
recommendations to or advising you regarding the suitability or merits of any
transaction you may enter into in connection with the Capital Raising or
otherwise and that you are not, and do not regard yourself as, a client of the
Bookrunner or of any of its affiliates in connection with the Capital Raising.
To the fullest extent permitted by law, you acknowledge and agree to the
disclaimers contained in this announcement;

12.        you acknowledge that the Bookrunner is authorised in the
United Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated in the United Kingdom by the PRA and the FCA;

13.        without limiting the foregoing, you acknowledge that the
Bookrunner is acting exclusively for the Company and no one else in connection
with the Capital Raising, and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor for
providing advice in connection with the Capital Raising or any other matter
referred to in the terms and conditions in this Appendix, this announcement,
the Preliminary Prospectus and/or the Prospectus (when published);

14.        you understand and accept that the exercise by the
Bookrunner of any rights or discretions under the Placing Agreement shall be
within the absolute discretion of the Bookrunner, which does not need to have
any reference to you and shall have no liability to you whatsoever in
connection with any decision to exercise or not to exercise any such right and
you agree that you have no rights against the Bookrunner or the Company, or
any of their respective directors and employees under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;

15.        you are not a person whose business is, or includes, issuing
depository receipts or a person whose business is, or includes, the provision
of clearance services for the purchase or sale of securities or a nominee of
any such person;

16.        you declare that sections 67, 70, 93 and 96 of the Finance
Act 1986 (depositary receipts and clearance services) do not apply on your
acquisition of any Capital Raising Shares under the Capital Raising (if this
is not applicable please indicate your status for stamp duty and stamp duty
reserve tax purposes);

17.        you have read, agreed with, understood and accepted the
terms and conditions in this Appendix, this announcement and the Preliminary
Prospectus and, accordingly, irrevocably agree in accordance with such terms
and conditions to subscribe and pay for the number of Capital Raising Shares
comprised in your participation in the Placings. In particular, and without
limitation, you acknowledge that your participation in the Placing is subject
to clawback to satisfy acceptances under the terms of the Open Offer;

18.        you acknowledge that your agreement to subscribe for the
number of Capital Raising Shares comprised in your participation in the
Placings is not to be made pursuant to the Prospectus but is made pursuant to
the terms and conditions in this Appendix;

19.        you confirm that if you duly apply and subscribe (on the
terms set out in the Prospectus) for Open Offer Shares to which you are
entitled such application and subscription shall extend to an irrevocable
undertaking to subscribe such number of New Ordinary Shares at the Offer Price
following expiry of the Open Offer in the event that, as a result of your
default or otherwise, you have failed to fulfil your obligation to apply and
subscribe for all those Open Offer Shares to which you are entitled;

20.        you have not, in agreeing to subscribe for Capital Raising
Shares, relied on any information, representations and/or warranties from the
Bookrunner or the Company or any of their directors, officers, agents,
representatives, subsidiaries or affiliates or any other person save for the
information contained in the Preliminary Prospectus and this announcement;

21.        you acknowledge that the content of this announcement, the
Preliminary Prospectus and the Prospectus (when published) is exclusively the
responsibility of the Company and neither the Bookrunner nor any person acting
on its behalf has or shall have liability for any information, representation
or statement contained in such documents or any information previously
published by or on behalf of the Company and will not be liable for your
decision to participate in the Capital Raising based on any information,
representation or statement contained in such documents or otherwise;

22.        (i) you have not relied on, and will not rely on, any
information relating to the Company contained or which may be contained in any
research report or investor presentation prepared or which may be prepared by
the Bookrunner or any of its affiliates or any person acting on behalf of any
such person; (ii) neither the Bookrunner nor any of its affiliates nor any
person acting on behalf of any of such persons has or shall have any
responsibility or liability for public information relating to the Company;
(iii) neither the Bookrunner nor any of its affiliates nor any person acting
on behalf of any of such persons has or shall have any responsibility or
liability for any additional information that has otherwise been made
available to it, whether at the date of publication of such information, the
date of these terms and conditions or otherwise; and that (iv) neither the
Bookrunner nor any of its affiliates nor any person acting on behalf of any of
such persons makes any representation or warranty, express or implied, as to
the truth, accuracy or completeness of any such information referred to in (i)
to (iii) above, whether at the date of publication of such information, the
date of this announcement or otherwise;

23.        you are acting as principal only in respect of the Capital
Raising or, if you are acting for any other person: (i) you are duly
authorised to do so and have full power to make the acknowledgments,
representations and agreements herein on behalf of each such person; (ii) you
are and will remain liable to the Company and the Bookrunner for the
performance of all of your obligations as a Placee in respect of the Capital
Raising (regardless of the fact that you are acting for another person); (iii)
you are a Relevant Person and undertake that you will acquire, hold, manage or
dispose of any Capital Raising Shares that are allocated to you for the
purposes of your business; and/or if you are a financial intermediary, that:
(a) the Capital Raising Shares acquired and/or subscribed for by you have not
been acquired and/or subscribed for on a non-discretionary basis for or on
behalf of, and nor have they been acquired and/or subscribed for by you with a
view to their offer or resale to, persons in a member state of the EEA or the
UK other than Qualified Investors (as such term if defined in either the EU
Prospectus Regulation or the POATR, as applicable); or (b) where the Capital
Raising Shares have been acquired and/or subscribed for by you on a
non-discretionary basis for or on behalf of persons in a member state of the
EEA or the UK other than Qualified Investors, or have been acquired and/or
subscribed for by you with a view to their offer or resale to persons in a
member state of the EEA or the UK other than Qualified Investors, the prior
consent of the Bookrunner has been obtained and the offer or resale of those
Capital Raising Shares to such persons will be made only where it will not be
treated under the EU Prospectus Regulation or POATR (as applicable) as an
offer to the public;

24.        that a communication that the Capital Raising or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the Capital Raising and securities
will be fully distributed by the Bookrunner. The Bookrunner reserves the right
to take up a portion of the securities in the Capital Raising as a principal
position at any stage at their sole discretion, inter alia, to take account of
the Company's objectives, MiFID II requirements and/or its allocation
policies;

25.        you and any person acting on your behalf acknowledge that
the Bookrunner does not owe any fiduciary or other duty to you in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement;

26.        you agree to provide the Bookrunner with such relevant
documents as it may reasonably request to comply with requests or requirements
that either it or the Company may receive from relevant regulators in relation
to the Capital Raising, subject to its legal, regulatory and compliance
requirements and restrictions;

27.        you will not, during the period commencing on the date of
this announcement and ending on Admission: (i) directly or indirectly, enter
into any swap, derivative, or other transaction or arrangement that is
intended, directly or indirectly, to have the economic effect of hedging or
otherwise mitigating the economic risk associated with your commitment to
subscribe for Capital Raising Shares or Open Offer Shares, whether any such
transaction is to be settled by delivery of Capital Raising Shares, Open Offer
Shares or other securities, in cash, or otherwise; or (ii) engage in any short
selling or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any Capital Raising Shares
or Open Offer Shares or any securities convertible into or exchangeable or
exercisable for Capital Raising Shares or Open Offer Shares (each, a "Short
Position"). You represent and warrant that, as of the date of this
announcement, you do not have any Short Position with respect to the Ordinary
Shares or any securities convertible into or exchangeable or exercisable for
Ordinary Shares. You acknowledge that the Company and the Bookrunner is
relying on this clause in accepting your order and that any breach of this
clause would cause irreparable harm to the Company and the Bookrunner. The
foregoing shall not apply to your ordinary course sales and trading activity
unrelated to your obligations to subscribe for Capital Raising Shares or Open
Offer Shares in the Capital Raising, and in particular (but without
limitation) (save as prohibited by law) it shall not apply to: (a) any
transaction to facilitate a client order; (b) transactions constituting
ordinary course market making activity; (c) transactions entered into for the
purposes of hedging in relation to the Company's securities that are
undertaken with a view to achieving a substantially market neutral position
(but allowing for daily trading fluctuations and without taking into account
your commitment to subscribe for Capital Raising Shares or Open Offer Shares);
(d) principal positions in the Company's securities or in derivatives related
to the Company's securities held or entered into by you or any of your
affiliates in the ordinary course of business prior to the date of this
announcement; or (e) transactions that involve any securities or derivatives
that reference any existing and established sector or market index, provided
that the weighting of the Ordinary Shares in such sector does not exceed 10%
of the index, and any such transactions shall be undertaken in compliance with
applicable securities laws and regulations;

28.        you are aware of, have complied with and will continue to
comply with any obligations we respectively have under the Criminal Justice
Act 1993, the Proceeds of Crime Act 2002, the Financial Services and Markets
Act 2000 and UK MAR, to the extent applicable to you;

29.        if you are a resident in the EEA, you are a "Qualified
Investor" within the meaning of the EU Prospectus Regulation;

30.        you are aware of your obligations in connection with money
laundering under the Proceeds of Crime Act 2002 and have complied with the
Money Laundering Regulations 2017 and any other applicable legislation
concerning prevention of money laundering (the "Regulations") and, if you are
making payment on behalf of a third party, you have obtained and recorded
satisfactory evidence to verify the identity of the third party as required by
the Regulations;

31.        if you are acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, you have sole investment discretion with
respect to each such account and you have full power to make, and do make, the
warranties and undertakings set out herein on behalf of each such account;

32.        you acknowledge that time is of the essence as regards your
obligations in respect of your participation in the Placings; and

33.        you acknowledge that the Company, the Bookrunner and any
person acting on their behalf will rely upon the truth and accuracy of and
compliance with the foregoing confirmations, representations, warranties,
undertakings and acknowledgements.

Please also note that the agreement to allot and issue Capital Raising Shares
to Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Capital Raising Shares in question.
Each Placee agrees to indemnify on an after-tax basis and hold the Bookrunner
and/or the Company and their respective affiliates harmless from any and all
stamp duty, stamp duty reserve tax and all other similar duties or taxes to
the extent that such taxes, 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 capital duty, stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the acquisition
by them of any Capital Raising Shares or the agreement by them to acquire any
Capital Raising Shares.

Furthermore, each Placee agrees to indemnify and hold the Company, the
Bookrunner and each of their and their respective affiliates' agents,
directors, officers and employees, harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee in this
announcement and further agrees that the Company and the Bookrunner and their
respective affiliates and agents will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings in this
announcement and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Bookrunner and the Company. All
confirmations, warranties, acknowledgements, agreements and undertakings given
by the Placee pursuant to this announcement are given to the Bookrunner for
itself and its affiliates and agents and to the Company and will survive
completion of the Firm Placing, the Placing, the Open Offer and/or Admission.

Selling Restrictions

By participating in the Placings, you irrevocably acknowledge, confirm,
undertake, represent, warrant and agree (as the case may be) with the
Bookrunner and the Company, the following:

1.         you are not a person who has a registered address in, or is
a resident, citizen or national of, a country or countries, in which it is
unlawful to make or accept an offer to subscribe for Capital Raising Shares;

2.         you have fully observed and will fully observe the
applicable laws of any relevant territory, including complying with the
selling restrictions set out herein and obtaining any requisite governmental
or other consents and you have fully observed and will fully observe any other
requisite formalities and pay any issue, transfer or other taxes due in such
territories;

3.         if you are in the United Kingdom, you are a "Qualified
Investor" within the meaning of paragraph 15 of schedule 1 to the POATR who
has professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order; or (ii) who falls within Article 49(2) of the Order;

4.         if you are in a member state of the EEA, you are a
"Qualified Investor" as defined in Article 2(e) of the EU Prospectus
Regulation;

5.         you are a person whose ordinary activities involve you (as
principal or agent) acquiring, holding, managing or disposing of investments
for the purpose of your business and you undertake that you will (as principal
or agent) acquire, hold, manage or dispose of any Capital Raising Shares that
are allocated to you for the purposes of your business;

6.         you are and, at the time the Capital Raising Shares are
purchased, will be, outside the United States, acquiring the Capital Raising
Shares in an offshore transaction in accordance with Regulation S; not a
resident of any Excluded Territory or a corporation, partnership or other
entity organised under the laws of any Excluded Territory; subscribing for
Capital Raising Shares for your own account (or for the account of your
affiliates or funds managed by you or your affiliates with respect to which
you either have investment discretion or which are outside the United
States);

7.         none of the Capital Raising Shares have been or will be
registered under the US Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States; and

8.         you (on your behalf and on behalf of any Placee on whose
behalf you are acting) have: (i) fully observed the laws of all relevant
jurisdictions which apply to you; (ii) obtained all governmental and other
consents which may be required; (iii) fully observed any other requisite
formalities; (iv) paid or will pay any issue, transfer or other taxes; (v)
not taken any action which will or may result in the Company or the Bookrunner
(or any of them) being in breach of a legal or regulatory requirement of any
territory in connection with the Placings; (vi) obtained all other necessary
consents and authorities required to enable you to give your commitment to
subscribe for the relevant Capital Raising Shares; and (vii) the power and
capacity to, and will, perform your obligations under these terms and
conditions.

Times

Unless the context otherwise requires, all references to time are to London
time. All times and dates in these terms and conditions may be subject to
amendment. The Bookrunner will notify Placees and any persons acting on behalf
of the Placees of any changes.

 

 

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