REG - Wynnstay Group PLC - Proposed Equity Placing of c.£10.5m

WynnstayAnnouncement

17/08/2022 16:45

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RNS Number : 3759W  Wynnstay Group PLC  17 August 2022

AIM: WYN

17 August 2022

 

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (TOGETHER "THIS ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT
NOTICE IN THE APPENDIX TO THIS ANNOUNCEMENT.

 

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

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.

 

WYNNSTAY GROUP PLC

("Wynnstay" or "the Group" or "the Company")

 

Proposed Equity Placing of c.£10.5m

 

Wynnstay, the agricultural supplies group, is pleased to announce its
intention to raise gross proceeds of c.£10.5 million, by means of a placing
to institutional investors (the "Placing"), using existing authorities.

 

The Company has been experiencing a strong trading backdrop, supported by
buoyant farmgate prices across most categories, which has boosted farmer
sentiment and farm investment. The Directors have identified a number of
opportunities to accelerate the growth of the Company.

 

In particular, and as previously announced, the Company has the opportunity to
redevelop its site at Calne, acquired as part of the Humphrey Feeds
acquisition in March 2022, into a modern c.185,000 metric tonne capacity mill,
manufacturing both poultry and ruminant feed. Furthermore, the Company has a
strong acquisition pipeline, which it is actively assessing.

 

The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of Shore Capital and the Company.
It is currently envisaged that the result of the Placing will be announced
tomorrow, Thursday, 18 August 2022 at 7 a.m..

 

Shore Capital is acting as nominated adviser, sole bookrunner and sole broker
in connection with the Placing.

 

Highlights

 

·     The Company has been experiencing a strong trading backdrop,
supported by buoyant farmgate prices across most categories, which has boosted
farmer sentiment and farm investment.

·     Use of Placing proceeds:

-    redevelopment of the Calne feed facility; and

-    future potential acquisitions by the Company, which may include those
that the Company is currently actively pursuing as well as others that are
identified in its acquisition pipeline.

·     Placing of new ordinary shares to raise c.£10.5m (gross), with the
Placing conducted via an accelerated bookbuild process.

-    Minimum Issue Price of 550 pence per share;

-    The Placing Shares will rank pari passu with the existing Wynnstay
ordinary shares; and

-    Placing will be effected pursuant to the Company's existing
shareholder authorities.

 

Gareth Davies, Chief Executive Officer of Wynnstay Group plc, commented:

 

"We believe that this is an important fundraising for Wynnstay. It will
support both the planned redevelopment of the Calne feed facility and assist
with potential future acquisitions.

 

"While there are still challenges with cost inflation and supply chain
pressures, sector sentiment remains strong, and the fundraising proceeds will
enable us to accelerate growth plans."

 

 

This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018. In
addition, market soundings (as defined in MAR) were taken in connection with
the Placing as a result of which certain persons became aware of inside
information (as defined in MAR), as permitted by MAR. Therefore, upon the
publication of this Announcement via a Regulatory Information Service, those
persons that received such inside information in a market sounding are no
longer in possession of such inside information relating to the Company and
its securities. The person responsible for arranging the release of this
Announcement on behalf of the Company is John Humphrey, General Counsel and
Group Company Secretary.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Information"
section of this Announcement. Attention is also drawn to the terms and
conditions of the Placing (representing important information for Placees
only) in the Appendix to this Announcement.

 

 

Enquiries:

 

 Wynnstay Group plc                Gareth Davies, Chief Executive   T: 01691 827 142

                                   Paul Roberts, Finance Director

 KTZ Communications                Katie Tzouliadis / Dan Mahoney   T: 020 3178 6378

 Shore Capital (Nomad and Broker)  Stephane Auton / John More       T: 020 7408 4090

 

 

 

PROPOSED EQUITY PLACING VIA AN ACCELERATED BOOKBUILDING PROCESS

 

Rationale for the Placing and use of proceeds

 

The Company has been experiencing a strong trading backdrop, supported by
buoyant farmgate prices across most categories, which has boosted farmer
sentiment and farm investment.

 

The Directors have identified a number of opportunities to accelerate the
growth of the Company.

 

As previously announced, the Company has the opportunity to redevelop the
Calne site, acquired as part of the Humphrey Feeds acquisition in March 2022,
into a modern c.185,000 metric tonne capacity mill, manufacturing both poultry
and ruminant feed. Planning permission is already in place.

 

The Board has appointed project consultants and designs are being finalised
before being put to tender. At the time of the acquisition, the capital
expenditure for the Calne redevelopment was estimated at £13.0m although,
with redesigns to improve original plans as well as inflation, the ultimate
cost of the project is now likely to be higher than this original estimate.

 

The Company has an acquisition pipeline, which it is actively assessing. The
Company is in advanced discussions on two potential acquisitions. One of the
acquisitions is a potentially significant transaction, which offers an
excellent strategic fit.

A summary of the uses of the Placing proceeds is as follows:

•     redevelopment of the Calne facility, and

•     future potential acquisitions by the Company, which may include
those that the Company is currently actively pursuing as well as others that
are identified in its acquisition pipeline.

 

The two potential acquisitions referenced above are subject to ongoing due
diligence and negotiation, and there can be no guarantee or certainty that
they will complete.

 

Current Trading

 

In its interim results announcement, issued on 28 June 2022, Wynnstay reported
that trading conditions remain positive, underpinned by firm farmgate prices,
in line with management expectations, and that the Board considered that
Wynnstay was well-positioned to achieve its growth objectives for the year.

 

Placing Information

 

The Company is proposing to raise gross proceeds of approximately £10.5
million through a placing with institutional investors (the "Placing") of new
ordinary shares of 25p each in the Company (the "Placing Shares"). It is
intended that 1.9m Placing Shares will be issued at a minimum price of 550
pence per share ("Issue Price"), pursuant to shareholder authority granted at
the Company's last AGM. Shore Capital is acting as nominated adviser, sole
bookrunner and sole broker in connection with the Placing.

 

The Placing will be non-pre-emptive and will be conducted by way of an
accelerated bookbuilding process (the "Bookbuild" or "Bookbuilding process"),
which will be launched immediately following this Announcement, in accordance
with the terms and conditions set out in the Appendix below. The closing of
the Bookbuild and allocations are at the absolute discretion of Shore Capital
and the Company.

 

The Placing is conditional, inter alia, upon admission of the Placing Shares
to trading on AIM ("Admission"). Application has been made to the London Stock
Exchange for the Placing Shares to be admitted to trading on AIM.   It is
expected that Admission of the Placing Shares will occur on or around Monday,
22 August at 8.00am.  Admission is subject to the placing agreement becoming
unconditional in all respects (save only for Admission) and not being
terminated in accordance with its terms.

 

The Placing Shares issued pursuant to the Placing will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing ordinary shares in Wynnstay, including the right to receive all
dividends and other distributions declared, made or paid after their date of
issue.

 

Expected Timetable

 

 Opening of book                  Wednesday, 17 August 2022 at 4.45 p.m.
 Result of the Placing announced  Thursday, 18 August 2022 at 7.00 a.m.
 Admission of the Placing Shares  Monday, 22 August 2022 at 8.00 a.m.

 

Each of the times and dates above refer to London time and are subject to
change by the Company. Any such change will be notified to shareholders by an
announcement on a Regulatory Information Service.

 

 

 

IMPORTANT INFORMATION

 

Shore Capital and Corporate Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting as nominated adviser and Shore Capital
Stockbrokers Limited, which is also authorised and regulated by the FCA in the
United Kingdom, is acting as sole bookrunner and sole broker in connection
with the Placing (Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited together being "Shore Capital").

 

This Announcement has been issued by, and is the sole responsibility, of the
Company.  No representation or warranty express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Shore Capital or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

 

This Announcement is released by Wynnstay Group Plc and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"). It is disclosed in accordance with the
Company's obligations under Article 17 of MAR. This Announcement is being made
on behalf of the Company by John Humphrey, General Counsel and Group Company
Secretary.

 

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the Placing Shares
have not been, and will not be, registered under the United States Securities
Act of 1933 as amended or qualified for sale under the laws of any state of
the United States or under the applicable laws of any of Canada, Australia,
the Republic of South Africa, Japan or New Zealand and, subject to certain
exceptions, may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in Regulation S
under the United States Securities Act of 1933) or to any national, resident
or citizen of Canada, Australia, the Republic of South Africa,  Japan or New
Zealand.

 

The distribution or transmission of this Announcement and the offering of the
Placing Shares in certain jurisdictions other than the UK may be restricted or
prohibited by law or regulation. Persons distributing this Announcement must
satisfy themselves that it is lawful to do so. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken by the Company that would permit
an offering of such shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company to inform
themselves about, and to observe, such restrictions. In particular, this
Announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, Australia, the Republic of South Africa, Japan, New
Zealand or any other jurisdiction where the extension or availability of the
Placing would breach any applicable law (together the "Restricted
Jurisdictions"  and each being a "Restricted Jurisdiction"). Shareholders
with registered addresses, or who are citizens or residents of, or
incorporated in, countries outside of the United Kingdom and any person
(including, without limitation, nominees and trustees), who have a contractual
or other legal obligation to forward this Announcement to a jurisdiction
outside the UK should seek appropriate advice before taking any action.

 

This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company and its subsidiary
undertakings to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the
Company's present and future business strategies and the environment in which
the Company will operate in the future. These forward-looking statements speak
only as at the date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based unless required to do
so by applicable law or the AIM Rules for Companies governing the admission to
and operation of AIM published by the London Stock Exchange as amended from
time to time (the "AIM Rules").

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

Shore Capital will not be responsible to any person other than the Company for
providing the protections afforded to clients of Shore Capital or for
providing advice to any other person in connection with the Placing or any
acquisition of shares in the Company. Shore Capital is not making any
representation or warranty, express or implied, as to the contents of this
Announcement. Shore Capital has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by Shore
Capital for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information.

 

The Placing Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.

 

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

 

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

 

APPENDIX

 

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM  ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU)
2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF
IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER AND (3) ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS
PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") ; OR (4) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing is being made solely outside the United States to persons
in offshore transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. Persons receiving
this announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in connection
with the Placing.

This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
Restricted Jurisdiction. This announcement and the information contained
herein are not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Shore Capital and Corporate Limited,
Shore Capital Stockbrokers Limited, or any SCS Affiliates or Wynnstay
Affiliates (as defined below) that would permit an offer of the Placing Shares
or possession or distribution of this Announcement or any other publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required. Persons receiving this Announcement are required to
inform themselves about and to observe any such restrictions.

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

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

Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of Wynnstay have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

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

By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares is deemed
to have read and understood this Announcement in its entirety (including this
Appendix) and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.

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

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the placing agreement with Shore Capital
and Corporate Limited, ("SCC") (the Company's Nominated Adviser) and Shore
Capital Stockbrokers Limited ("SCS") (the Company's sole bookrunner in
connection with the Placing) (the "Placing Agreement")  (SCC, together with
SCS comprising "Shore Capital"). Pursuant to the Placing Agreement, Shore
Capital has, subject to the terms and conditions set out therein, agreed to
use reasonable endeavours, as agent of the Company, to procure subscribers for
the Placing Shares pursuant to the Bookbuilding Process described in this
Announcement and as set out in the Placing Agreement.

The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the existing
ordinary shares in the capital of Wynnstay then in issue, including the right
to receive all dividends and other distributions declared, made or paid in
respect of the ordinary shares of the Company after the date of Admission.

The Placing Shares will be issued free of any encumbrance, lien or other
security interest.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to AIM. Subject to the satisfaction or waiver of the conditions
of the Placing Agreement ("Conditions"), it is expected that Admission will
take place and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 22 August 2022.

 

 

Bookbuilding Process

Commencing today, Shore Capital will be conducting the Bookbuilding Process
to determine demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. However, Shore Capital will be entitled to
effect the Placing by such alternative method to the Bookbuilding Process as
it may, after consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the Placing or
subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by Shore
Capital. Shore Capital and SCS Affiliates are entitled to participate as
Placees in the Bookbuilding Process.

The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.

The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 7.00 a.m. on 18 August 2022, but may be closed at
such earlier or later time as Shore Capital may, in its absolute discretion
(after consultation with the Company), determine. The announcement containing
the results of the Bookbuild will be released following the close of the
Bookbuilding Process.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this Announcement and will be legally binding on the Placee on behalf of which
it is made and, except with Shore Capital's consent, will not be capable of
variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at Shore Capital.
Each bid should either state the number of Placing Shares which the
prospective Placee wishes to subscribe for or a fixed monetary amount at, in
either case, the Issue Price. If successful, Shore Capital will re-contact
and confirm orally to Placees following the close of the Bookbuilding Process
the size of their respective allocations and a trade confirmation will be
despatched as soon as possible thereafter. Shore Capital's oral confirmation
of the size of allocations and each Placee's oral commitments to accept the
same will constitute an irrevocable legally binding agreement in favour of the
Company and Shore Capital pursuant to which each such Placee will be required
to accept the number of Placing Shares allocated to the Placee at the Issue
Price on the terms and subject to the conditions set out herein and in
accordance with the Articles. Each Placee's allocation and commitment will be
evidenced by a trade confirmation issued to such Placee by Shore Capital. The
terms of this Appendix will be deemed incorporated in that trade confirmation.

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

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

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

Information to Distributors

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").

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

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.  The Target Market Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, Shore Capital will only procure investors who meet the criteria
of professional clients or eligible counterparties.

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

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by Shore Capital.

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

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.

The obligations of Shore Capital under the Placing Agreement are conditional,
amongst other things, on:

1.                the warranties on the part of the Company
contained in the Placing Agreement being true and accurate and not misleading
on and as of the date of the Placing Agreement and at all times during the
period up to and including Admission;

2.                the performance by the Company of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to Admission;

3.                the obligations of Shore Capital not having
been terminated (as described below under "Right to terminate under the
Placing Agreement"); and

4.                Admission occurring not later than 8.00 a.m.
on or around 22 August 2022 or such later time and/or date as Shore Capital
may agree in writing with the Company (but in any event no later than 8.00
a.m. on 31 August 2022).

If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by Shore Capital), or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof. None of Shore Capital, the Company, any SCS Affiliate, nor
any holding company of the Company, any subsidiary of the Company, any
subsidiary of any such holding company, any branch, affiliate or associated
undertaking of any such company nor any of their respective directors,
officers and employees (each a "Wynnstay Affiliate") 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 it may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that Shore Capital's
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".

Right to terminate under the Placing Agreement

Shore Capital may, at any time before Admission and in its absolute
discretion, terminate the Placing Agreement with immediate effect if, amongst
other things:

1.                any statement contained in any announcement
relating to the Placing is untrue, incorrect or misleading in any respect or
that matters have arisen which constitute a significant new factor;

2.                any of the warranties, was, when given, or
becomes, untrue, inaccurate or misleading;

3.                the Company has failed to comply materially
with any of its obligations under the Placing Agreement;

4.                any of the Conditions of the Placing have
become incapable of fulfilment;

5.                there has occurred any material adverse
change affecting the financial condition, operations, earnings, business
affairs or prospects of the Company and its subsidiaries; or

6.                there has occurred any international crisis,
act of terrorism, outbreak of hostilities, change in national or international
financial, monetary, economic, industrial, political or market conditions
including fluctuations in exchange rates, or the suspension of trading in
securities generally on the London Stock Exchange or the New York Stock
Exchange or trading is limited or minimum prices established on any such
exchange, or the declaration of a banking moratorium in London or by the US
Federal or New York State authorities or material disruption to any commercial
banking or securities settlement services in the US or the UK, or there comes
into effect any government regulation which Shore Capital in its absolute
discretion believe is, will or may be materially prejudicial to the Company or
to the successful outcome of the Placing.

By participating in the Placing, each Placee agrees with Shore Capital that
the exercise by Shore Capital of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of Shore
Capital and that Shore Capital need not make any reference to the Placees in
this regard and that, to the fullest extent permitted by law, neither the
Company, Shore Capital, any SCS Affiliate nor any Wynnstay Affiliate  shall
have any liability whatsoever to the Placees in connection with any such
exercise or failure to so exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the EU
Prospectus Regulation or the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will be made
solely on the basis of the information contained in this Announcement. In the
United Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.

Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to Shore Capital and the Company that it has neither received
nor relied on any information, representation, warranty or statement made by
or on behalf of Shore Capital (other than the amount of the relevant Placing
participation in the oral confirmation given to Placees and the trade
confirmation referred to below), any SCS Affiliate, any persons acting on its
or their behalf or the Company or any SCS Affiliate and none of Shore
Capital, any SCS Affiliate, any persons acting on their behalf, the Company,
any Wynnstay Affiliate nor any persons acting on their behalf will be liable
for the decision of any Placee to participate in the Placing based on any
other information, representation, warranty or statement which the Placee may
have obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges to
and agrees with Shore Capital for itself and as agent for the Company that,
except in relation to the information contained in this Announcement, it has
relied on its own investigation of the business, financial or other position
of the Company in deciding whether to participate in the Placing. Nothing in
this paragraph shall exclude the liability of any person for fraudulent
misrepresentation.

Registration and settlement

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

The expected timetable for settlement will be as follows:

 Trade Date        18 August 2022
 Settlement Date   22 August 2022
 ISIN Code         GB0034212331
 SEDOL             3421233
 CREST ID for SCS  601

 

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

It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by Shore Capital.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the base rate of Barclays Bank Plc as determined by Shore Capital.

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

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

Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither Shore Capital nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.

Representations, warranties and terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf):

1.                represents and warrants that it has read and
understood this Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of the
Placing Shares will be governed by the terms of this Announcement (including
this Appendix);

2.                acknowledges that no prospectus or offering
document has been or will be prepared in connection with the Placing and it
has not received and will not receive a prospectus or other offering document
in connection with the Bookbuilding Process, the Placing or the Placing
Shares;

3.                agrees to indemnify on an after-tax basis and
hold harmless each of the Company, Shore Capital, SCS Affiliates and Wynnstay
Affiliates and any person acting on their behalf from any and all costs,
losses, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall survive
after completion of the Placing;

4.                acknowledges that the Placing Shares will be
admitted to AIM and the Company is therefore required to publish and has
published certain business and financial information in accordance with the
AIM Rules and the UK version of the Market Abuse Regulation (EU 596/2014)
which forms part of UK law by virtue of the European Union (Withdrawal) Act
2018 ("MAR") and other applicable laws and regulations (the "Exchange
Information"), which includes the Company's announcements and circulars
published in the past 12 months, and that the Placee is able to obtain or
access this Exchange Information without undue difficulty and is aware of the
contents of the Exchange Information;

5.                acknowledges that none of Shore Capital, any
SCS Affiliate or any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing Shares or
the Company; nor has it requested any of Shore Capital, nor any SCS Affiliate
nor any person acting on their behalf to provide it with any such material or
information;

6.                acknowledges that (i) none of Shore Capital
or any SCS Affiliate or any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Shore Capital and that Shore Capital does not have any duties or
responsibilities to it (or any person acting on behalf of a Placee) for
providing the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings, agreements or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and obligations
thereunder including any rights to waive or vary any conditions or exercise
any termination right, and (ii) neither it nor, as the case may be, its
clients expect Shore Capital to have any duties or responsibilities to it
similar or comparable to the duties of "best execution" and "suitability"
imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook
of Rules and Guidance, and that Shore Capital is not acting for it or its
clients, and that Shore Capital will not be responsible to any person other
than the Company for providing protections afforded to its clients;

7.                acknowledges that the content of this
Announcement is exclusively the responsibility of the Company and that none of
Shore Capital, nor any SCS Affiliate nor any person acting on their behalf
will be responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company and none of Shore Capital, nor any SCS Affiliate nor any person acting
on their behalf will be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing to subscribe for the Placing Shares is
contained in this Announcement, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the Placing Shares
and the Company in connection with its decision to subscribe for the Placing
Shares and acknowledges that it is not relying on any other information
whatsoever and in particular it is not relying on any investigation that Shore
Capital, any SCS Affiliate or any person acting on their behalf may have
conducted with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied, with respect
thereto;

8.                acknowledges that it has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has had sufficient time to consider and
conduct its own investigation in connection with its subscription for the
Placing Shares, including all tax, legal and other economic considerations and
has relied upon its own examination of, and due diligence on, the Company, and
the terms of the Placing, including the merits and risks involved;

9.                unless paragraph 10 applies, represents and
warrants that it has neither received nor relied on any inside information for
the purposes of MAR and section 56 of the Criminal Justice Act 1993 (the
"CJA") in relation to the Company or its participation in the Placing;

10.              it acknowledges and agrees that, if it has
received any inside information (for the purpose of MAR and section 56 of the
CJA) in relation to the Company and its securities in advance of the Placing,
it has consented to receive inside information for the purposes of MAR and the
CJA and it acknowledges that it was an insider or a person who has received a
market sounding for the purpose of such legislation and it confirms that it
has not: (a) dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of the Company
(or to cancel or amend an order in relation thereto); and (c) unlawfully
disclosed inside information to any person, in each case, prior to the
information being made publicly available;

11.              acknowledges that it is not entitled to rely on
any information (including, without limitation, any information contained in
any management presentation given in relation to the Placing) other than that
contained in this Announcement (including this Appendix) and any Exchange
Information and represents and warrants that it has not relied on any
representations relating to the Placing, the Placing Shares or the Company
other than the information contained in this Announcement or in any Exchange
Information;

12.              acknowledges that it has not relied on any
information relating to the Company contained in any research reports prepared
by Shore Capital or any SCS Affiliate or any person acting on their behalf and
understands that (i) none of Shore Capital, nor any SCS Affiliate nor any
person acting on their behalf has or shall have any liability for any public
information relating to the Company; (ii) none of Shore Capital, nor any SCS
Affiliate, nor any person acting on their behalf has or shall have any
liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of Shore Capital, nor any SCS
Affiliate, nor any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of this
Announcement or otherwise;

13.              represents and warrants that (i) it is entitled
to acquire the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii) it has fully
observed such laws and regulations and obtained all such governmental and
other guarantees and other consents and authorities which may be required or
necessary in connection with its subscription for Placing Shares and its
participation in the Placing and has complied with all other necessary
formalities in connection therewith; (iii) it has all necessary capacity to
commit to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid any issue,
transfer or other taxes due in connection with its subscription for Placing
Shares and its participation in the Placing in any territory; and (v) it has
not taken any action which will or may result in the Company, Shore Capital or
any SCS Affiliate or Wynnstay Affiliate or any person acting on their behalf
being in breach of the legal and/or regulatory requirements of any territory
in connection with the Placing;

14.              represents and warrants that it understands that
the Placing Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other jurisdiction
of the United States and are not being offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act;

15.              represents and warrants that its acquisition of
the Placing Shares has been or will be made in an "offshore transaction" as
defined in and pursuant to Regulation S;

16.              represents and warrants that it will not offer
or sell, directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act;

17.              represents and warrants that if it is a
financial intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation: (a) any Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than UK Qualified Investors or
in circumstances in which the prior consent of Shore Capital has been given to
the offer or resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified Investors, the
offer of those Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons;

18.              represents and warrants that, if it is a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any member state of the EEA or to
which the EU Prospectus Regulation otherwise applies other than EU Qualified
Investors or in circumstances in which the prior consent of Shore Capital has
been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA other than
EU Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;

19.              represents and warrants that it has not offered
or sold and will not offer or sell any Placing Shares to the public in any
member state of the EEA or the United Kingdom except in circumstances falling
within Article 1(4) of the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to Article 3 of the
EU Prospectus Regulation;

20.              represents and warrants that it has only
communicated or caused to be communicated and will only communicate or cause
to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the Placing
Shares in circumstances in which it is permitted to do so pursuant to section
21 of FSMA;

21.              represents and warrants that it has complied and
will comply with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise involving,
the United Kingdom;

22.              represents and warrants that it has complied
with its obligations: (i) under the CJA and MAR;  (ii) in connection with the
laws of all relevant jurisdictions which apply to it and it has complied, and
will fully comply, with all such laws (including where applicable, the
Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime
and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017) and that it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on
the Consolidated List of Financial Sanctions Targets maintained by HM Treasury
of the United Kingdom; or (c) subject to financial sanctions imposed pursuant
to a regulation of the European Union or a regulation adopted by the United
Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and
guidance on anti-money laundering produced by the Financial Conduct Authority
("FCA") and, if it is making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations; and it is
permitted to subscribe for Placing Shares in accordance with the laws of all
relevant jurisdictions which apply to it and it has complied, and will fully
comply, with all such laws (including where applicable, the Anti-Terrorism,
Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act
2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017);

23.              if in the United Kingdom, represents and
warrants that: (a) it is a person having professional experience in matters
relating to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated
Associations etc.") of the FPO and (c) it is a qualified investor as defined
in Article 2(e) of the UK Prospectus Regulation and (d) it is a person to whom
this Announcement may otherwise lawfully be communicated;

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

25.              undertakes that it (and any person acting on its
behalf) will pay for the Placing Shares acquired by it in accordance with this
Announcement and with any trade confirmation sent by Shore Capital (or on its
behalf) to it in respect of its allocation of Placing Shares and its
participation in the Placing on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as Shore Capital may, in its
absolute discretion, determine and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such Placing
Shares and may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms set out or
referred to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;

26.              acknowledges that none of Shore Capital, nor any
SCS Affiliate nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or merits of
any transaction it may enter into in connection with the Placing, and
acknowledges that none of Shore Capital, nor any SCS Affiliate nor any person
acting on their behalf has any duties or responsibilities to it for providing
advice in relation to the Placing or in respect of any representations,
warranties, undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Shore Capital's rights and
obligations thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;

27.              undertakes that (i) the person whom it specifies
for registration as holder of the Placing Shares will be (a) the Placee or (b)
the Placee's nominee, as the case may be, (ii) neither Shore Capital nor the
Company will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement and (iii) the
Placee and any person acting on its behalf agrees to acquire the Placing
Shares on the basis that the Placing Shares will be allotted to the CREST
stock account of SCS which will hold them as settlement agent as nominee for
the Placee until settlement in accordance with its standing settlement
instructions , with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;

28.              acknowledges that any agreements entered into by
it pursuant to these terms and conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be governed by and
construed in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;

29.              acknowledges that it irrevocably appoints any
director of SCS as its agent for the purposes of executing and delivering to
the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;

30.              represents and warrants that it is not a
resident of any Restricted Jurisdiction and acknowledges that the Placing
Shares have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities legislation of
any Restricted Jurisdiction and, subject to certain exceptions, may not be
offered, sold, taken up, renounced, delivered or transferred, directly or
indirectly, within any Restricted Jurisdiction;

31.              represents and warrants that any person who
confirms to Shore Capital on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises Shore Capital to notify the Placee's name
to the Company's registrar, has authority to do so on behalf of the Placee;

32.              acknowledges that the agreement to settle each
Placee's acquisition of Placing Shares (and/or the acquisition of a person for
whom it is contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it and/or such
person direct from the Company of the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer the
Placing Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in the Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which neither the Company nor
Shore Capital will be responsible. If this is the case, the Placee should take
its own advice and notify Shore Capital accordingly;

33.              acknowledges that when a Placee or any person
acting on behalf of the Placee is dealing with Shore Capital, any money held
in an account with Shore Capital on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money within the
meaning of the relevant rules and regulations of the FCA. The Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this money will not be segregated
in accordance with the client money rules and will be used by Shore Capital in
the course of its business; and the Placee will rank only as a general
creditor of Shore Capital (as the case may be);

34.              acknowledges and agrees that in order to ensure
compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, the
Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002
(as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017, and, to the extent applicable, any related or
similar rules, regulations of any body having jurisdiction in respect thereof
and the Money Laundering Sourcebook of the FCA, Shore Capital (for itself and
as agent on behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity. Pending the
provision to Shore Capital or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Placing Shares
may be retained at Shore Capital's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
Shore Capital's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity Shore Capital (for itself and as agent on behalf of the Company) or
the Company's registrars have not received evidence satisfactory to them,
Shore Capital and/or the Company may, at its absolute discretion, terminate
its commitment in respect of the Placing, in which event the monies payable on
acceptance of allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally debited;

35.              acknowledges and understands that the Company,
Shore Capital, and others will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, undertakings and
acknowledgements;

36.              acknowledges that the basis of allocation will
be determined by Shore Capital at its absolute discretion and that the right
is reserved to reject in whole or in part and/or scale back any participation
in the Placing;

37.              irrevocably authorises the Company and Shore
Capital to produce this Announcement pursuant to, in connection with, or a may
be required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;

38.              acknowledges and agrees that its commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of the
Placing;

39.              acknowledges and agrees that time is of the
essence as regards its obligations under this Appendix;

40.              acknowledges and agrees that any document that
is to be sent to it in connection with the Placing will be sent at its risk
and may be sent to it at any address provided by it to Shore Capital;

41.              acknowledges and agrees that it will be bound by
the terms of the Articles; and

42.              acknowledges and agrees that these terms and
conditions in this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or any
agreements entered into pursuant to these terms and conditions and all
agreements to acquire shares pursuant to the Placing will be governed by and
construed in accordance with the laws of England and Wales and it submits to
the exclusive jurisdiction of the courts of England and Wales in relation to
any claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Shore Capital in any jurisdiction in which the relevant Placee
is incorporated or in which any of its securities have a quotation on a
recognised stock exchange.

The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and Shore Capital (for
their own benefit and, where relevant, the benefit of any SCS Affiliate or
Wynnstay Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, Shore Capital, any SCS Affiliate,
any Wynnstay Affiliate, or any other person acting on behalf of any of such
persons by a Placee to recover any damage, cost, loss, charge or expense which
it may suffer or incur by reason of or arising from or in connection with the
performance of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission.

No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor Shore Capital
will be responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing as an agent
or nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes to pay such
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Shore Capital in the
event that any of the Company or any Wynnstay Affiliate or  Shore Capital or
any SCS Affiliate has incurred any such liability to stamp duty or stamp duty
reserve tax.

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 Placing Shares or the agreement
by them to acquire any Placing Shares.

All times and dates in this Announcement may be subject to amendment. Shore
Capital shall notify the Placees and any person acting on behalf of the
Placees of any such changes.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that
Shore Capital does not owe any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement.

Each of SCS and SCC, which are authorised and regulated in the United Kingdom
by the FCA, are acting for Wynnstay and for no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this document) as a client in relation to the Placing or Admission and will
not be responsible to anyone other than Wynnstay for providing the protections
afforded to clients of Shore Capital or for affording advice in relation to
the Placing or Admission, or any other matters referred to herein.

Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that Shore Capital or any SCS Affiliate may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.

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

Each Placee may be asked to disclose in writing or orally to Shore Capital
and, if so, undertakes to provide:

1.                if he is an individual, his nationality;

2.                if he is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned; and

3.                such other "know your client" information as
Shore Capital may reasonably request.

References to time in this Announcement are to London time, unless otherwise
stated.

All times and dates in this Announcement may be subject to amendment.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

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