REG - Zinnwald Lithium PLC - Strategic Investment and Equity Fundraising

Zinnwald LithiumAnnouncement

22/03/2023 17:15

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RNS Number : 9149T  Zinnwald Lithium PLC  22 March 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO
APPROVED.

 

Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.

 

Zinnwald Lithium plc / EPIC: ZNWD.L / Market: AIM / Sector: Mining

22 March 2023

 

Zinnwald Lithium plc ("Zinnwald" or the "Company")

Strategic Investment and Equity Fundraising to Raise a Minimum of £14 million

 

Zinnwald Lithium plc, the German focused lithium development company, is
pleased to announce it has secured cornerstone commitments for an equity
fundraising to raise a minimum of £14 million at a price of 10.41 pence per
share (the "Placing Price"), representing a premium of 10% to the 20-day
Volume Weighted Average Price ("VWAP") of the Company's shares, as of the
close of market on 20 March 2023 (the "Fundraising").

 

The Fundraising is led by AMG Advanced Metallurgical Group N.V ("AMG"), which
is subscribing for a 25% shareholding in the Company (the "AMG
Subscription").   Existing substantial shareholders, Henry Maxey and Mark
Tindall are also subscribing for new ordinary shares at the Placing Price to
maintain their pre-existing shareholdings (together with the AMG Subscription,
the "Subscriptions"). Together with participation in the Placing (as defined
below) from two Directors of the Company, the Company will raise a minimum of
£14 million at the Placing Price, pursuant to the Fundraising.

 

The Company is today launching a placing led by Oberon Capital ("Oberon") and
Tamesis Partners LLP ("Tamesis") (the "Placing") and a Retail Offer (as
defined below). The Placing will be conducted via an accelerated bookbuild
(the "Bookbuild"), further details of which can be found in the appendix to
this announcement.

 

The net proceeds from the Fundraising will be used to advance the Company's
wholly owned Zinnwald Lithium Project in Germany (the "Project") towards a
value optimised bankable feasibility study ("BFS") for lithium hydroxide
("LiOH") and towards the continued exploration of the potential to expand the
size and scope of the Project.

 

The new ordinary shares to be issued by the Company in relation to the
Fundraising and the Placing (the "New Ordinary Shares") will be issued
utilising the Company's existing share authorities to issue new ordinary
shares on a non-pre-emptive basis, as approved by the Company's shareholders
at the June 2022 Annual General Meeting. The Placing has been arranged by
Oberon and Tamesis, co-brokers to the Placing.

 

The Directors recognise the importance of giving retail shareholders and
investors an opportunity to participate in the Company's ongoing funding,
should they be unable to participate in the Placing. Consequently, the Company
intends to make an offer on the PrimaryBid platform of New Ordinary Shares at
the Placing Price (the "Retail Offer"). To the extent it is able, the Company
will prioritise existing Zinnwald shareholders in the Retail Offer. Further
details of the Retail Offer will be announced shortly.

 

As detailed in the Annual Accounts to 31 December 2022, published today, it is
the Board's intention to issue 3,406,780 RSUs and 2,450,000 Options under the
Company's Long-Term Incentives Plans relating to performance in 2022.

 

Rationale for the Fundraising and Use of Fundraising Proceeds

Following publication of the Preliminary Economic Assessment ("PEA") of the
Project in September 2022, the Company is working towards completion of its
BFS, which is targeted for completion by the end of 2023. The main uses of the
net proceeds of the Fundraising will therefore be as follows:

 

·    Infill drilling: completion of programme at the Project to refine the
operational mine plan and provide an updated Mineral Resource Estimate.

·    Testwork and value optimisation: further refinement of the mineral
processing, pyrometallurgical and hydrometallurgical aspects of the lithium
hydroxide flow sheet including exploring options to further minimise CO(2)
emissions.

·    Conclude agreements to utilise existing local infrastructure, land
and property purchases.

·    Permitting: to advance the operational and environmental permits
required to enable the Project to move into construction.

·    Engineering Work: to start the process of detailed engineering that
will follow on from the BFS.

·    Project Finance: to continue discussions with future non-equity
project finance partners and move towards an investment decision.

·    Exploration drilling: completion of the programme at the Falkenhain
licence to test historic drilling and determine the potential for a resource.

·    Working capital and general corporate purposes.

 

Overview of Zinnwald

Zinnwald is an AIM quoted, lithium development company focused on becoming an
important supplier to Europe's fast-growing battery sector. The Company owns
the integrated Zinnwald Lithium Project in Germany, a development-stage
project with attractive economics and approved mining licence. A PEA
published in September 2022, highlighted the positive economics of the
Project with a Pre-tax NPV8 of US$1,605m, IRR of 39.0%, $192m EBITDA and a
payback of just 3.3 years. The Project is located in the heart
of Europe's chemical and automotive industries and has the potential to be
one of Europe's more advanced battery grade lithium projects.

 

 

The Fundraising

Zinnwald has entered into a subscription agreement with AMG Lithium B.V., a
wholly owned subsidiary of AMG, to subscribe for up to 123,348,866 New
Ordinary Shares at the Placing Price, equating to 25% of the enlarged issued
share capital of the Company, following completion of the Fundraising.
 Further details relating to AMG's subscription are set out below.

 

Zinnwald has entered into a subscription agreement with Ruffer LLP as
discretionary fund manager for Henry Maxey to subscribe for up to 29,235,507
New Ordinary Shares at the Placing Price, which will maintain his pre-existing
14.6% shareholding in the Company following completion of the Fundraising.
Further details relating to Mr Maxey's subscription are set out below.

 

Zinnwald has entered into a subscription agreement with Mark Tindall to
subscribe for 8,000,000 New Ordinary Shares at the Placing Price, which will
approximately maintain his pre-existing 4.0% shareholding in the Company
following completion of the Fundraising.

 

In the event that the Placing and/or the Retail Offer are not fully
subscribed, the aforementioned subscription agreements entered into with AMG
and Henry Maxey provide that the number of New Ordinary Shares to be issued by
the Company shall be scaled back so as to, in the case of AMG, not exceed 25%
of the enlarged issued share capital of the Company following completion of
the Fundraising and, in the case of Henry Maxey, ensure that their existing
shareholdings in the Ordinary Shares are maintained and not diluted as a
result of the Fundraising.

 

Zinnwald has entered into a placing agreement (the "Placing Agreement") with
Oberon and Tamesis. As part of the Bookbuild, two Directors of the Company,
Anton du Plessis and Cherif Rifaat, will participate in the Placing and
subscribe for 720,000 New Ordinary Shares and 675,000 New Ordinary Shares
respectively at the Placing Price representing £74,952 and £70,268
respectively.

 

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu with the existing Ordinary Shares including the right to
receive all future dividends and distributions declared, made or paid by
reference to a record date falling after their issue.

 

The Company will apply for the New Ordinary Shares, to be issued in relation
to the Fundraising, to be admitted to trading on AIM ("Admission") and
Admission is expected to occur on or around 29 March 2023.

 

The AMG Subscription, the Significant Shareholder Subscriptions, and the
Placing are conditional upon, inter alia, Admission becoming effective and the
Placing Agreement between the Company, Oberon and Tamesis becoming
unconditional and not being terminated.

 

The Bookbuild will be launched immediately following this announcement by
Oberon and Tamesis. Pricing and allocations are expected to be announced as
soon as practicable following the closing of the book.  The timing of closing
of the book will be at the absolute discretion of Oberon and Tamesis. The
Placing is subject to the terms and conditions set out in the appendix to this
announcement (which forms part of this announcement, such announcement and its
appendix together being the "Announcement").

 

AMG Relationship Agreement

AMG will hold up to 123,348,866 Ordinary Shares following completion of the
Fundraising, representing approximately 25 per cent. Of the enlarged issued
share capital of the Company. AMG has undertaken to the Company and Allenby
Capital, the Company's Nominated Adviser, that, for so long as it is
interested in Ordinary Shares carrying 15 per cent. or more of the Company's
voting share capital, it will not act to unduly influence the Company or its
Board and will ensure that transactions entered into with the Company are on
an arms' length basis and independently considered by the Company. The
Agreement provides AMG with the right to maintain its 25 per cent shareholding
in future fundraises.

 

The Relationship Agreement provides that for so long as AMG is interested in
Ordinary Shares carrying a minimum of 15 per cent. of the Company's voting
share capital, AMG shall be entitled to appoint one director to the board of
the Company. AMG has proposed Dr Stefan Scherer, the CEO of AMG Lithium B.V,
to be its nominated director, subject to the appropriate due diligence to be
carried out by Allenby Capital. This process is currently underway and a
further announcement will be in due course.

 

Related party transactions

Henry Maxey is a substantial shareholder in the Company with a shareholding of
approximately 14.6% of the Company's current issued share capital. Mr Maxey
has entered into a subscription agreement with the Company (the "Maxey
Subscription Agreement") to subscribe for up to 29,235,507 New Ordinary Shares
at the Placing Price, subject to any scale back as a result of the Bookbuild
and Retail Offer so as to maintain his 14.6% shareholding following completion
of the fundraising. As part of this agreement, the Company has committed to
provide Mr Maxey with a pre-emptive right to maintain his shareholding in any
future fund raises, in recognition of his material historic and on-going
financial support of the Company. The entry into the Maxey Subscription
Agreement between the Company and Mr Maxey constitutes a related party
transaction pursuant to rule 13 of the AIM Rules for Companies.

 

The Board (save for Anton du Plessis and Osman Cherif Rifaat, who are
intending to participate in the Placing), being the Directors independent of
the transactions referred to above, consider, having consulted with the
Company's Nominated Adviser, Allenby Capital for the purposes of the AIM
Rules, that the terms of the transactions between the Company and Henry Maxey
are fair and reasonable insofar as the Company's shareholders are concerned.

 

 

ENDS

 

For further information contact:

 

 Anton du Plessis       Zinnwald Lithium plc                         info@zinnwaldlithium.com

 Cherif Rifaat
 John Depasquale        Allenby Capital Limited (Nominated Adviser)  +44 (0) 20 3328 5656

 Dan Dearden-Williams
 Michael Seabrook       Oberon Capital                               +44 (0) 20 3179 5300

 Adam Pollock           (Joint Broker to the Placing)
 Richard Greenfield     Tamesis Partner LLP                          +44 (0) 20 3882 2868

 Charles Bendon         (Joint Broker to the Placing)
 Isabel de Salis        St Brides Partners Ltd                       zinnwald@stbridespartners.co.uk

 Paul Dulieu            (Financial PR)

 

Notes

About Zinnwald Lithium

Zinnwald Lithium plc (EPIC: ZNWD.L) is an AIM quoted, integrated lithium
development company focussed on becoming an important supplier
to Europe's fast-growing battery sector. The Company owns the Zinnwald
Lithium Project in Germany, an advanced development project with attractive
economics and approved mining licence. Its PEA, published in September 2022,
highlighted the positive economics of the Project with a Pre-tax NPV8 of
US$1,605m, IRR of 39.0%, $192m EBITDA and a payback of just 3.3 years. The
Project is located in the heart of Europe's chemical and automotive
industries and has the potential to be one of Europe's more advanced battery
grade lithium projects.

 

About AMG

AMG's mission is to provide critical materials and related
process technologies to advance a less carbon-intensive world. To this
end, AMG is focused on the production and development of energy
storage materials such as lithium, vanadium, and tantalum. In addition,
AMG's products include highly engineered systems to reduce CO(2) in
aerospace engines, as well as critical materials addressing CO(2)reduction in
a variety of other end use markets.

 

AMG Clean Energy Materials segment combines AMG's recycling and mining
operations, producing materials for infrastructure and energy storage
solutions while reducing the CO(2) footprint of both suppliers and customers.
AMG Clean Energy Materials segment spans the vanadium, lithium, and tantalum
value chains. AMG Critical Materials Technologies segment combines AMG's
leading vacuum furnace technology line with high-purity materials serving
global leaders in the aerospace sector. AMG Critical
Minerals segment consists of AMG's mineral processing operations in
antimony, graphite, and silicon metal.

 

With approximately 3,400 employees, AMG operates globally with production
facilities in Germany, the United Kingdom, France, the United States, China,
Mexico, Brazil, India, Sri Lanka, and Mozambique, and has sales and customer
service offices in Japan (www.amg-nv.com (http://www.amg-nv.com/) ).

 

Notice to Distributors

Solely for the purposes of the product governance requirement contained in
Chapter 3 of the FCA Product Intervention and Product Governance Sourcebook
(together, 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 Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, as defined under 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 should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing offers no guaranteed income and no
capital protection; and an investment in the Placing 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 the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Oberon Capital and Tamesis will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of the FCA Handbook Conduct of Business Sourcebook COBS 9A and 10A
respectively; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.

 

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

 

APPENDIX

 

TERMS AND CONDITIONS OF THE BOOKBUILD

 

IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE
DIRECTED ONLY AT: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

 

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

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THE SECURITIES MENTIONED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD,
RESOLD, 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 SECURITIES
ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE
SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

 

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE APPROVED OR
DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY
STATE SECURITIES COMMISSION OR ANY 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 CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON
WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS
AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY
INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING
ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

 

Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in this
announcement.

 

If a person indicates to Oberon Investments Limited (trading as Oberon
Capital) ("Oberon") or Tamesis Partners LLP ("Tamesis") that it wishes to
participate in the Placing by making an oral or written offer to acquire
Placing Shares (each such person, a "Placee") it will be deemed to have read
and understood these terms and conditions and the announcement of which they
form a part in their entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties, indemnities,
agreements and acknowledgements, contained in these terms and conditions as
deemed to be made by Placees.

 

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

 

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

 

it is and, at the time the Placing Shares are acquired, will be outside the
United States and acquiring the Placing Shares in an "offshore transaction" in
accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act
("Regulation S") and it is acquiring beneficial interests in the Placing
Shares for its own account; if acquiring the Placing Shares for the account of
one or more other persons, it has full power and authority to make the
representations, warranties, agreements, undertakings, and acknowledgements
herein on behalf of each such person; and

 

if it is a financial intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, any Placing Shares acquired by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in circumstances
which may give rise to an offer of securities to the public other than an
offer or resale to Qualified Investors in the United Kingdom or a member state
of the EEA, or in circumstances in which the prior consent of Oberon or
Tamesis has been given to each such proposed offer or resale

 

This announcement, including this Appendix, does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in the United States.
Securities may not be offered or sold in the United States absent (i)
registration under the Securities Act or (ii) an available exemption from, or
in a transaction not subject to, registration under the Securities Act. The
securities mentioned herein have not been, and will not be, registered under
the Securities Act. The Placing Shares are being offered and sold outside the
United States in "offshore transactions" in accordance with Regulation S.
There will be no public offering of the securities in the United States.

 

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

 

No prospectus or other offering document has been or will be submitted to be
approved by the FCA in relation to the Placing or the Placing Shares and each
Placee's commitment will be made solely on the basis of the information set
out in this announcement. Each Placee, by participating in the Placing, agrees
that it has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of Oberon, Tamesis
or the Company and none of Oberon, Tamesis the Company, nor any person acting
on such person's behalf nor any of their respective affiliates has or shall
have liability for any Placee's decision to accept this 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 a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.

 

No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of Oberon, Tamesis or any of their
affiliates, their respective directors, officers, employees, agents, advisers,
or any other person, as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in 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 or the Placing 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 Oberon, Tamesis or any of their 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.

 

All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus.

 

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 Placing Shares or any other
securities or an inducement 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 these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should 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 Placing of New Ordinary Shares

Placees are referred to these terms and conditions and this announcement
containing details of, inter alia, the Placing. These terms and conditions and
this announcement have been prepared and issued by the Company, and is the
sole responsibility of the Company. Application will be made to the London
Stock Exchange for admission of the Placing Shares ("Admission") to trading on
AIM. It is expected that Admission will become effective and that dealings in
the Placing Shares will commence on AIM at 8.00 a.m. on or around 29 March
2023.

 

The New Ordinary Shares issued under the Placing, when issued and fully paid,
will be identical to, and rank pari passu with, the existing ordinary shares,
including the right to receive all dividends and other distributions declared,
made or paid on the existing ordinary shares after Admission.

 

Bookbuilding process

Commencing today, Oberon and Tamesis will be conducting the Bookbuild to
determine demand for participation in the Placing. Oberon and Tamesis will
seek to procure Placees as agent for the Company as part of this Bookbuild.
These terms and conditions give details of the terms and conditions of, and
the mechanics of participation in, the Placing.

 

Principal terms of the Bookbuild

 

(a)    Participation in the Placing will only be available to persons who
are Relevant Persons and who may lawfully be and are invited to participate by
Oberon or Tamesis. Oberon, Tamesis and their affiliates are entitled to offer
to subscribe for Placing Shares as principal in the Bookbuild.

 

(b)   Oberon and Tamesis are arranging the Placing as agents of the Company.

 

(c)    By participating in the Placing, Placees will be deemed to have read
and understood this announcement and these terms and conditions in their
entirety and to be participating and making an offer for any Placing Shares on
these terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings, contained in these
terms and conditions.

 

(d)   Any offer to subscribe for Placing Shares should state the aggregate
number of Placing Shares which the Placee wishes to acquire or the total
monetary amount which it wishes to commit to acquire Placing Shares at the
Placing Price. The Placing Price will be payable by the Placees in respect of
the Placing Shares allocated to them.

 

(e)   The Bookbuild is expected to close on 22 March 2023 but may close
earlier or later, at the discretion of Oberon, Tamesis and the Company. The
timing of the closing of the books and allocations will be agreed between
Oberon, Tamesis and the Company following completion of the Bookbuild (the
"Allocation Policy"). Oberon and Tamesis may, in agreement with the Company,
accept offers to subscribe for Placing Shares that are received after the
Bookbuild has closed.

 

(f)    An offer to subscribe for Placing Shares in the Bookbuild will be
made on the basis of these terms and conditions 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 after the close of the Bookbuild.

 

(g)    Subject to paragraph (e) above and (h) below, Oberon and Tamesis
reserve the right not to accept an offer to subscribe for Placing Shares,
either in whole or in part, on the basis of the Allocation Policy and may
scale down any offer to subscribe for Placing Shares for this purpose.

 

(h)   If successful, each Placee's allocation will be confirmed to it by
Oberon or Tamesis following the close of the Bookbuild. Oral or written
confirmation (at Oberon's discretion) from Oberon or Tamesis to such Placee
confirming its allocation will constitute a legally binding commitment upon
such Placee, in favour of Oberon, Tamesis and the Company to acquire the
number of Placing Shares allocated to it on the terms and conditions set out
herein. Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the Company, to pay to Oberon or Tamesis (or as Oberon of
Tamesis may direct) as agent for the Company in cleared funds an amount equal
to the product of the Placing Price and the number of Placing Shares allocated
to such Placee.

 

(i)     The Company will make a further announcement following the close
of the Bookbuild detailing the number of Placing 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.

 

(j)     Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be acquired pursuant to the Placing will be required to be made at the time
specified, on the basis explained below under the paragraph entitled
"Registration and Settlement".

 

(k)    No commissions are payable to Placees in respect of the Placing.

 

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

 

Conditions of the Placing

The obligations of Oberon and Tamesis under the Placing Agreement in respect
of the Placing Shares are conditional on, amongst other things:

 

(a)            Admission having occurred not later than 8.00 a.m.
on 29 March 2023 or such later date as the Company, Oberon and Tamesis may
agree, but in any event not later than 8.00 a.m. on 4 April 2023;

 

(b)            the Company having complied with its obligations
under the Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission); and

 

(c)            none of the warranties in the Placing Agreement
being untrue or inaccurate or misleading at any time before Admission and no
fact or circumstance having arisen which would render any of the warranties
untrue or inaccurate or misleading if it was repeated as at Admission.

 

If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Oberon by the respective
time or date where specified, (ii) any of such conditions becomes incapable of
being fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the Placee's
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.

 

Oberon and Tamesis, at their discretion and upon such terms as they think fit,
may waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this announcement.

 

Neither Oberon, Tamesis nor the Company nor any other person shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Oberon and Tamesis.

 

By participating in the Placing, each Placee agrees that Oberon's and Tamesis'
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Termination of the Placing Agreement".

 

Termination of the Placing Agreement

Oberon and Tamesis are entitled at any time before Admission, to terminate the
Placing Agreement in relation to its obligations in respect of the Placing
Shares by giving notice to the Company if, amongst other things:

 

(a)            the Company is in material breach of any provision
of the Placing Agreement; or

 

(b)            Oberon or Tamesis becomes aware of any circumstance
which results in a breach of any of the warranties given by the Company in the
Placing Agreement or which results in or might result in a breach of any of
the warranties when deemed given; or

 

(c)            any change or development (including, without
limitation, any change or development in economic, financial, political,
diplomatic or other market conditions or any change in any government
regulation (including a material deterioration in, or a material escalation in
response to, the COVID-19 pandemic)) has occurred or is likely to occur which,
in the good faith opinion of Oberon or Tamesis, is (or will be if it occurs)
likely materially and prejudicially to affect the financial position or the
business or prospects of the Company's group or otherwise makes it impractical
or inadvisable for Oberon or Tamesis to perform its obligations under the
Placing Agreement. For these purposes "market conditions" includes conditions
affecting securities in the business sector in which the Company operates and
conditions affecting securities generally.

 

By participating in the Placing, each Placee agrees with Oberon and Tamesis
that the exercise by Oberon and Tamesis of any right of termination or other
discretion under the Placing Agreement shall be within the absolute discretion
of Oberon and Tamesis and that Oberon and Tamesis need not make any reference
to the Placees in this regards and that, to the fullest extent permitted by
law, neither the Company nor Oberon, nor Tamesis, nor any branch, affiliate or
associated undertaking of either the Company or Oberon or Tamesis nor any of
their respective directors, officers and employees shall have any liability
whatsoever to the Placees in connection with any such exercise or failure to
so exercise.

 

Placing Procedure

Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of the Placing Shares to be issued pursuant to the Placing
will be notified to them on or around 22 March 2023 (or such other time and/or
date as the Company, Oberon and Tamesis may agree).

 

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. Oberon, Tamesis and the Company reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary if delivery or settlement is not possible
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. 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 CREST or certificated settlement instructions which they have in
place with Oberon or Tamesis.

 

Settlement for the Placing will be on a delivery versus payment basis and
settlement is expected to take place on or around 29 March 2023. Interest is
chargeable daily on payments to the extent that value is received after the
due date from Placees at the rate of 2 percentage points above prevailing
LIBOR. Each Placee is deemed to agree that if it does not comply with these
obligations, Oberon and Tamesis may sell any or all of the Placing 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 plus any interest due. By communicating a bid for Placing Shares, each
Placee confers on Oberon or Tamesis all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all actions which
Oberon or Tamesis may lawfully take 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 Placing Shares on such Placee's behalf.

 

Acceptance

By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Oberon, Tamesis and the Company,
the following:

 

1.      in consideration of its allocation of a placing participation, to
subscribe at the Placing Price for any Placing Shares comprised in its
allocation for which it is required to subscribe pursuant to these terms and
conditions;

 

2.      it has read and understood this announcement (including these
terms and conditions) in its entirety and that it has neither received nor
relied on any information given or any investigations, representations,
warranties or statements made at any time by any person in connection with
Admission, the Placing, the Company, the Placing Shares, or otherwise, other
than the information contained in this announcement (including these terms and
conditions) that in accepting the offer of its placing participation it will
be relying solely on the information contained in this announcement (including
these terms and conditions) and undertakes not to redistribute or duplicate
such documents;

 

3.      its oral or written commitment will be made solely on the basis
of the information set out in this announcement and the information publicly
announced to a Regulatory Information Service by or on behalf of the Company
on the date of this announcement, such information being all that such Placee
deems necessary or appropriate and sufficient to make an investment decision
in respect of the Placing Shares and that it has neither received nor relied
on any other information given, or representations or warranties or statements
made, by Oberon, Tamesis or the Company nor any of their respective affiliates
and neither Oberon, nor Tamesis nor the Company will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement;

 

4.      the content of this announcement and these terms and conditions
are exclusively the responsibility of the Company and it agrees that neither
Oberon nor Tamesis nor any of their affiliates nor any person acting on behalf
of any of them will be responsible for or shall have liability for any
information, representation or statements contained therein or any information
previously published by or on behalf of the Company, and neither Oberon not
Tamesis nor the Company, nor any of their respective affiliates or any person
acting on behalf of any such person will be responsible or liable for a
Placee's decision to accept its placing participation;

 

5.      (i) it has 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 Oberon,
Tamesis or any of their affiliates; (ii) none of Oberon, Tamesis, their
affiliates or 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) none of Oberon, Tamesis, their affiliates or 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) none of Oberon,
Tamesis, their affiliates or 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;

 

6.      it has made its own assessment of the Company and has relied on
its own investigation of the business, financial or other position of the
Company in deciding to participate in the Placing, and has satisfied itself
concerning the relevant tax, legal, currency and other economic considerations
relevant to its decision to participate in the Placing;

 

7.      it is acting as principal only in respect of the Placing or, if
it is acting for any other person (i) it is duly authorised to do so and has
full power to make the acknowledgments, representations and agreements herein
on behalf of each such person, (ii) it is and will remain liable to the
Company, Oberon and Tamesis for the performance of all its obligations as a
Placee in respect of the Placing (regardless of the fact that it is acting for
another person), (iii) if it is in the United Kingdom, it is a person (a) 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 who falls within Article 49(2) of the Order, and (b) is a qualified
investor" within the meaning of Article 2(e) of the UK Prospectus Regulation,
(iv) if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been acquired with
a view to their offer or resale to, persons in the United Kingdom other than
Qualified Investors or in circumstances in which the prior consent of Oberon
or Tamesis has been given to the offer or resale; or where Placing Shares have
been acquired by it on behalf of persons in the United Kingdom other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons; (v) if
it is a person in a member state of the EEA (each, a "Relevant Member State")
who acquires any Placing Shares pursuant to the Placing, it is a Qualified
Investor within the meaning of Article 2(e) of the EU Prospectus Regulation;
(vi) if it is a person in the EEA who is a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation, 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 Relevant Member State other than Qualified Investors or in circumstances
in which the prior consent of Oberon or Tamesis has been given to the offer or
resale; or where Placing Shares have been acquired by it on behalf of persons
in any Relevant Member State other than Qualified Investors, the offer of
those Placing Shares to it is not treated under the EU Prospectus Regulation
as having been made to such persons;

 

8.      if it has received any confidential price sensitive information
about the Company in advance of the Placing, it has not (i) dealt in the
securities of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such information to any
person, prior to the information being made generally available;

 

9.      it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money
Laundering and Terrorism Financing) Act 2010 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any government agency having jurisdiction
in respect thereof (the "Regulations") and, if it is making payment on behalf
of a third party, it has obtained and recorded satisfactory evidence to verify
the identity of the third party as may be required by the Regulations;

 

10.   it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;

 

11.   it is not acting in concert (within the meaning given in the City Code
on Takeovers and Mergers) with any other Placee or any other person in
relation to the Company;

 

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

 

13.   it and any person acting on its behalf is entitled to acquire the
Placing Shares under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and authorities
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in these terms and
conditions);

 

14.   unless otherwise agreed by the Company (after agreement with Oberon
and Tamesis), it is not, and at the time the Placing Shares are subscribed for
and purchased will not be, subscribing for and on behalf of a resident of the
United States, Canada, Australia, Japan, the Republic of South Africa or any
other territory in which the Placing Shares may not be offered, sold,
transferred, delivered or distributed (each an "Excluded Territory") and
further acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of any Excluded Territory and,
subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions;

 

15.   it does not expect Oberon or Tamesis to have any duties or
responsibilities towards it for providing protections afforded to clients
under the rules of the FCA Handbook (the "Rules") or advising it with regard
to the Placing Shares and that it is not, and will not be, a client of Oberon
as defined by the Rules. Likewise, any payment by it will not be treated as
client money governed by the Rules;

 

16.   any exercise by Oberon or Tamesis of any right to terminate the
Placing Agreement or of other rights or discretions under the Placing
Agreement or the Placing shall be within Oberon's or Tamesis' absolute
discretion and Oberon and Tamesis shall not have any liability to it
whatsoever in relation to any decision to exercise or not to exercise any such
right or the timing thereof;

 

17.   neither it, nor the person specified by it for registration as a
holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and
that the Placing Shares will not be allotted to, a person/person(s) whose
business either is or includes issuing depository receipts or the provision of
clearance services and therefore that the issue to the Placee, or the person
specified by the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Placing Shares into a clearance
system;

 

18.   the person who it specifies for registration as holder of the Placing
Shares will be (i) itself or (ii) its nominee, as the case may be, and
acknowledges that Oberon, Tamesis and the Company will not be responsible for
any liability to pay stamp duty or stamp duty reserve tax (together with
interest and penalties) resulting from a failure to observe this requirement;
and each Placee and any person acting on behalf of such Placee agrees to
participate in the Placing on the basis that the Placing Shares will be
allotted to a CREST stock account of Oberon or Tamesis who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;

 

19.   where it is acquiring Placing Shares for one or more managed accounts,
it is authorised in writing by each managed account to acquire Placing Shares
for that managed account;

 

20.   if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;

 

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

 

22.   it has not offered or sold and will not offer or sell any Placing
Shares to persons in any member state of the EEA prior to Admission except to
persons whose ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
business or otherwise in circumstances which have not resulted and will not
result in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Directive;

 

23.   participation in the Placing is on the basis that, for the purposes of
the Placing, it is not and will not be a client of Oberon or Tamesis and that
Oberon or Tamesis does not have any duties or responsibilities to it for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or the contents
of these terms and conditions;

 

24.   to provide Oberon. Tamesis or the Company (as relevant) with such
relevant documents as they may reasonably request to comply with requests or
requirements that either they or the Company may receive from relevant
regulators in relation to the Placing, subject to its legal, regulatory and
compliance requirements and restrictions;

 

25.   any agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on its behalf and on behalf of any Placee on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter arising out of any such contract,
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 Oberon or Tamesis 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;

 

26.   to fully and effectively indemnify and hold harmless the Company,
Oberon, Tamesis and each of their respective affiliates, subsidiaries,
branches, associates and holding companies, and in each case their respective
directors, employees, officers and agents from and against any and all losses,
claims, damages and liabilities (i) arising from any breach by such Placee of
any of the provisions of these terms and conditions and (ii) incurred by
Oberon, Tamesis and/or the Company arising from the performance of the
Placee's obligations as set out in these terms and conditions;

 

27.   to indemnify on an after-tax basis and hold the Company, Oberon,
Tamesis and any of their affiliates and any person acting on their behalf
harmless from any and all losses, claims, damages, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgments, agreements and
undertakings in these terms and conditions and further agrees that the
provisions of these terms and conditions shall survive after completion of the
Issue;

 

28.   in making any decision to subscribe for the Placing Shares, (i) it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of acquiring the
Placing Shares; (ii) 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; (iii) it has relied on its own examination, due diligence and
analysis of the Company and its affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved; (iv) it has had sufficient time to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment and
(v) will not look to Oberon, Tamesis or any of their respective affiliates or
any person acting on their behalf for all or part of any such loss or losses
it or they may suffer;

 

29.   its commitment to acquire Placing Shares will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing, and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Oberon's or
Tamesis' conduct of the Placing; and

 

30.   Oberon, Tamesis and the Company and their respective affiliates and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgments and undertakings which are irrevocable. Please
also note that the agreement to allot and issue Placing 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 Placing Shares in question. Such agreement assumes that such
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to transfer such Placing Shares into a clearance
service. If there were any such arrangements, or the settlement related to
other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may
be payable, for which none of the Company nor Oberon nor Tamesis would be
responsible and Placees shall indemnify the Company and Oberon on an after-tax
basis for any stamp duty or stamp duty reserve tax paid by them in respect of
any such arrangements or dealings. Furthermore, each Placee agrees to
indemnify on an after-tax basis and hold each of Oberon, Tamesis and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that Placee or its
agent. If this is the case, it would be sensible for Placees to take their own
advice and they should notify Oberon or Tamesis accordingly. 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.

 

The Company, Oberon and Tamesis will rely upon the truth and accuracy of each
of the foregoing representations, warranties and undertakings.

 

Miscellaneous

The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from the United States or
an Excluded Territory or in a manner that may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents believe that
the same may violate applicable legal or regulatory requirements or if it
provides an address for delivery of the share certificates of Placing Shares
in an Excluded Territory or the United States, or any other jurisdiction
outside the United Kingdom in which it would be unlawful to deliver such share
certificates. When a Placee or person acting on behalf of the Placee is
dealing with Oberon or Tamesis, any money held in an account with Oberon or
Tamesis 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 rules and
regulations of the FCA made under the FSMA. 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 from Oberon's or
Tamesis' money in accordance with the client money rules and will be used by
Oberon in the course of their own business; and the Placee will rank only as a
general creditor of Oberon.

 

Each Placee agrees to be bound by the Company's articles of association (as
amended from time to time) once the Placing Shares which such Placee has
agreed to acquire have been acquired by such Placee.

 

These provisions may be waived, varied or modified as regards specific Placees
or on a general basis by Oberon or Tamesis.

 

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. Oberon or Tamesis will notify Placees and any persons acting on
behalf of the Placees of any changes.

 

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