THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

9 March 2021

WANdisco plc

("WANdisco" or the "Company")

Proposed Placing and Subscription to raise approximately $45 million

and

Notice of General Meeting

WANdisco plc (AIM: WAND), the LiveData company, announces a proposed fundraising by way of a subscription (the "Subscription") and a placing (the "Placing", together with the Subscription, the "Fundraising") to raise approximately $45 million in aggregate at a price per share of 446 pence per Ordinary Share (the "Issue Price").

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") to be undertaken by Stifel Nicolaus Europe Limited ("Stifel"). The Bookbuild will be launched immediately following the release of this announcement. The Placing is subject to the terms and conditions set out in the Appendix to this announcement.

The Company also intends to enter into subscription agreements ("Subscription Agreements") with certain U.S. investors who have indicated that they intend to subscribe for an aggregate amount of 5,594,152 new Ordinary Shares (the "Subscription Shares") equivalent to $34.5 million at the Issue Price. Up to $30 million raised by way of the Subscription will be issued utilising the Company's existing shareholder authorities from its 2020 AGM, free of pre-emption rights (the "Firm Subscription"). The additional $4.5 million raised by way of the Subscription will be conditional on Shareholder approval at a General Meeting of the Company (the "Conditional Subscription"). The Subscription Shares represent up to approximately 10.6 per cent. of the Company's existing issued share capital. The Subscription is not being made subject to the terms and conditions set out in the Appendix to this Announcement and instead will be made on the terms set out in the Subscription Agreements with the Company.

The Fundraising is being undertaken at an issue price of 446 pence per share which represents a premium of approximately 7 per cent. to the closing price on 8 March 2021 (being the latest practicable date prior to this Announcement).

The Placing and Conditional Subscription are conditional, inter alia, upon Shareholder approval being obtained at the General Meeting expected to be held at 09:00 BST on 29 March 2021. The Firm Subscription of up to $30 million will be allotted and issued utilising the Company's existing shareholder authorities from its 2020 AGM, free of pre-emption rights and will not be conditional upon the proposed resolutions to be approved at the General Meeting.

Highlights

Background to the Placing and use of proceeds

The Company continues to deliver on its strategic goals underpinned by its patented WANdisco LiveData platform ("LiveData").

In 2020, the Company delivered on its promise of launching the LiveData Platform on Azure, the first of its kind native Azure service allowing customers to deploy and use WANdisco's products as if they were a native Azure offering. The LiveData Platform is being promoted by Microsoft Azure as the preferred product for cloud migration, providing a seamless customer experience and is the fastest and easiest way to establish data connectivity and the replication of continuously changing data from on-premises to Azure cloud storage with guaranteed consistency, no downtime and no business disruption. WANdisco is the first independent software vendor to be integrated as a service within Microsoft Azure. The Company's management in conjunction with Microsoft is targeting an addressable market of 200-300 exabytes of data on-premise, and over the course of 2021, the Board expects to sign over 50 new customers on the Azure platform.

The Company also launched its LiveData Migrator on the AWS cloud in September 2020 with GoDaddy as the launch customer. This positions the Company with the two largest cloud vendors where its LiveData Migrator is promoted as the preferred solution for data migration. The Company continues to expand its relationships with System Integrators ("SI's") with either Global SIs like Infosys or more Data and AI focussed SI partners.

The Directors intend to use the net proceeds of the Fundraising (the "Proceeds") to accelerate and strengthen the Group's commercial position by building balance sheet strength in order to capitalize on future opportunities to scale:

·      expand opportunities with other cloud vendors such as AWS and Google (GCP);

·      provide capital to accelerate growth and pursue closer ties with ML/AI (Machine Learning/Artificial Intelligence) ISVs (Independent Software Vendors) and widening its SI (System Integrator) relationships; and

·      provide capital for greater enablement support for the early stages of growth as the Group's relationships with current Systems Integrators deepens.

In the near term, the Group plans to accelerate planned commercial hires to support the Azure and AWS channels, and to accelerate certain partnerships and engineering efforts with recently engaged AI/ML partners. Additional areas of potential investment to accelerate future growth include:

·    increase in marketing, sales and R&D infrastructure to accelerate growth of revenue pipeline, commercial partnerships and new customer launches; and

·    general working capital purposes providing greater commercial flexibility to the Group.

The Fundraising will also enable the Group to build balance sheet strength for the next stage of its growth, which includes considering a potential dual-listing on a US market. WANdisco remains committed to AIM and maintaining its AIM listing, but the Board consider a US listing to be an important strategic step to help better position the Company with its commercial partners and, given the high proportion of US shareholders, help further maximize shareholder value.

Related Party Transaction

The proposed Subscription will take place through Global Frontier Technology Opportunity Fund, L.P. and a related entity, of which Grant Dollens is a managing member as well as being a non-executive director of the Company, as a result of which the independent directors will be required to consider, having consulted with its nominated adviser, Stifel, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Current Trading and Outlook

The Company expects to report unaudited revenues of at least $10.5 million. With the Q4 2020 launch of LiveData Migrator on AWS and the LiveData Platform on Azure, 2021 marks the beginning of the growth phase for the company. With key partnerships established with Azure and AWS, and expanding ties with system integrators, the Board re-iterates its 2021 guidance of at least $35m in revenue supported by 100PB of data on Azure and 30PB on AWS.  As at 28 February 2021, the Company's cash balance was $19.7 million and with the injection of new capital, we expect to invest further in Engineering and Go to Market resources bringing total cash costs in 2021 to c.$ 44 million.

The Company expects to report full year results for the year ended 31 December 2020 in late April 2021.

David Richards, Chief Executive and Chairman of WANdisco, commented: 

"WANdisco is strategically positioned to deliver on the vast cloud migration opportunity ahead of us, expanding relationships beyond Microsoft Azure to partners such as AWS and Google as well as independent software vendors and system integrators. The promotion of our LiveData Platform by Microsoft Azure to their preferred product for cloud migration technology, establishes our technology as a global standard for cloud enablement. To accelerate our market opportunity and take our solutions to the next stage of their evolution, we will be making strategic commercial hires to support our largest channels and engineering hires to support the product journey.

In addition, we are pursuing the potential value creation provided by a US market listing, with access to a greater pool of capital in the region where many of our investors reside, alongside an increased profile in the US with our commercial partners. While WANdisco continues to be committed to the AIM market which has supported WANdisco's growth to date through access to capital, the scale of the opportunity ahead and increasing US concentration of both customers and investors provides a compelling rationale to pursue a potential US listing."

Details of the Placing and the Subscription

Stifel Nicolaus Europe Limited ("Stifel") is acting as sole bookrunner ("Bookrunner") in connection with the Placing pursuant to an agreement entered into between the Company and the Stifel dated 9 March 2021 (the "Placing Agreement").

The Placing, which is being conducted by way of an accelerated bookbuilding process available to qualifying new and existing institutional investors, will be launched immediately following this announcement (being together with the appendix, the "Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement (the "Appendix").

The timing of the closing of the Placing, the number of Placing Shares and allocations are at the discretion of the Company and the Bookrunner and a further announcement confirming these details will be made in due course. Members of the public are not permitted to participate in the Placing.

Both the Placing and the Subscription will be at the Issue Price.

The Subscription of 5,594,152 new Ordinary Shares (the "Subscription Shares") and the Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares of the Company including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue. As the Company will require additional shareholder authorities in order to issue the Placing Shares and 729,672 Subscription Shares (the "Conditional Subscription Shares"), their admission to trading will be conditional upon shareholder approval. Therefore, a shareholder circular is expected to be published on 10 March 2021 (the "Circular") with the General Meeting due to take place on or around 29 March 2021 (the "General Meeting"). The subscription of up to USD 30 million (the "Firm Subscription") will be allotted and issued utilising the Company's shareholder authorities from its 2020 AGM, free of pre-emption rights and will  not be conditional upon the proposed resolutions to be approved at the General Meeting.

The Placing is being structured as a Bookbuild to minimise execution and market risk.

The Company will make an application for the Subscription Shares to be admitted to trading on AIM. Subject to Admission becoming effective, it is expected that the settlement of the Subscription Shares and trading in the Subscription Shares will commence at 8.00 am on 15 March 2021.

The Company will make an application for the Placing Shares to be admitted to trading on AIM ("Admission") following the General Meeting. Subject to Admission becoming effective, it is expected that the settlement of subscriptions in respect of the Placing Shares and trading in the Placing Shares will commence at 8.00 a.m. on 1 April 2021.

The Placing and Subscription is conditional upon, inter alia, Admission becoming effective and the Placing Agreement and Subscription Agreements becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement and which forms part of this Announcement.

A further announcement will be made following the completion of the Bookbuild.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

The Placing Shares and Subscription Shares will be issued pursuant to an exemption from registration under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities to be sold have not been registered under the US Securities Act or state securities laws and may not be offered or sold in the United States absent registration with the US Securities and Exchange Commission or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement.

Timetable

Latest time and date for receipt of commitments under the Placing              8.00 p.m. on 9 March 2021

Results of the Placing announced                                                                       by close of business on 10 March 2021

Circular for General Meeting publication                                                          by close of business on 10 March 2021

Admission and dealings in the new Ordinary Shares pursuant to the Firm Subscription commence 8.00a.m. on 15 March 2021

General Meeting                                                                                                       on 29 March 2021

Admission and dealings in the Placing Shares and those Subscription Shares subject to the Conditional Subscription commence               8.00 a.m. on 1 April 2021

The dates set out in the expected timetable above may be adjusted by the Company and Stifel. In such circumstances details of the new dates will be notified to the London Stock Exchange and an announcement will be made through a Regulatory Information Service. 

For further information, please contact:

Dealing codes 

Ticker: WAND

ISIN for the Placing Shares: JE00B6Y3DV84

SEDOL for the Placing Shares: B6Y3DV8

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR") as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Market Soundings, as defined in MAR, were taken in respect of the proposed Placing with the result that certain persons became aware of this inside information, as permitted by MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of WANdisco is David Richards, Chief Executive Officer and Chairman of WANdisco.

About WANdisco:

WANdisco is the LiveData company. WANdisco solutions enable enterprises to create an environment where data is always available, accurate and protected, creating a strong backbone for their IT infrastructure and a bedrock for running consistent, accurate machine learning applications. With zero downtime and zero data loss, WANdisco's products keep geographically dispersed data at any scale consistent between on-premises and cloud environments allowing businesses to operate seamlessly in a hybrid or multi-cloud environment. WANdisco has over a hundred customers and significant go-to-market partnerships with Microsoft Azure, Amazon Web Services, Google Cloud, Oracle, and others as well as OEM relationships with IBM and Alibaba. For more information on WANdisco, visit http://www.wandisco.com.

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

IMPORTANT NOTICES 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Placing Shares and the Subscription Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of Manufacturers under the Product Governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (as defined within the MiFID II Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the proposed placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner 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 of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

Stifel is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Stifel will not be responsible to anyone (including any purchasers of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 Stifel or by any of its 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.

Appendix  

Terms and Conditions of the Placing

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

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 FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN THE UNITED KINGDOM OR MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMENDED FROM TIME TO TIME AND, IN RELATION TO THE UNITED KINGDOM, as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER, AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING 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 ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF 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. 

The Placees will be deemed to have read and understood this Announcement, including its Appendices, in its entirety and to be participating in the Placing on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

Selling Restrictions

The Placing Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Placing is being made (i) outside the United States in accordance with Regulation S and applicable laws, and (ii) by way of an offering of the Placing Shares to persons in the United States and to US Persons who are QIBs and major US institutional investors as defined in Rule 15a-6 under the US Exchange Act, in transactions exempt from the registration requirements of the US Securities Act.  

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.

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

The Bookrunner is not making any representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing Agreement and of the Placing Shares

The Company has today entered into the Placing Agreement with Stifel (the Company's Nominated Adviser and sole bookrunner in connection with the Placing) (the "Bookrunner") under which, subject to the conditions set out therein, the Bookrunner has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares, at the Issue Price. The Placing is not being underwritten by the Bookrunner or any other person.

The price per Ordinary Share at which the Placing Shares are to be placed (the "Issue Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and the Bookrunner (the "Term Sheet"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Bookrunner. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Applications will be made to London Stock Exchange for admission of the Placing Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission").

It is expected that Admission will become effective at 8.00 a.m. on or around 1 April 2021 (or such later time or date as Stifel may agree with the Company) and that dealings in the Placing Shares will commence at that time, and in any event no later than 23 April 2021.

Bookbuild

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

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

Participation in, and principal terms of, the Placing

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 Bookrunner's obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"): 

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Bookrunner) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Bookrunner may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Lock-up

The Company has undertaken that it will not at any time between the date of the Placing Agreement and the date which is 90 days from the date of Admission, offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing other than with the prior written consent of Stifel (save in respect of any shares or options granted or to be granted under the terms of the Company's share schemes and restricted stock units and any Subscription Shares pursuant to the Subscription Agreements).

Right to terminate under the Placing Agreement

At any time before Admission, the Bookrunner is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate in any respect which the Bookrunner considers to be material in the context of the Placing and/or Admission; or (ii) if it comes to the notice of the Bookrunner that any statement contained in the Placing Agreement was or has become untrue, incorrect or misleading in any respect which the Bookrunner considers to be material in the context of the Placing and/or Admission; or (iii) in the opinion of the Bookrunner, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (v) if there has occurred (a) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, (b) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or any other Relevant Jurisdiction or the declaration by the United Kingdom or any other Relevant Jurisdiction of a national emergency or war; (c) any other occurrence of any kind which (by itself or together with any other such occurrence) in the Bookrunner's reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or (d) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in the Bookrunner's reasonable opinion is likely to adversely affect the Placing in a material way.

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

By participating in the Placing, Placees agree that the exercise by the Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Bookrunner, and that it need not make any reference to Placees and that the Bookrunner shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus or admission document

No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA or the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. 

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, the Bookrunner or any other person and neither the Bookrunner nor the Company nor any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: JE00B6Y3DV84) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Bookrunner reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in either Bookrunner's reasonable opinion 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.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner or its sub-agent and settlement instructions. 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 the standing CREST or certificated settlement instructions that it has in place with the Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by Stifel or its sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 1 April 2021 on a trade date + 3 basis in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of the Bookrunner, an amount equal to the aggregate amount owed by the Placee plus any interest due. 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 or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which that Bookrunner lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation (as applicable) is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Bookrunner nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Representations and warranties

By participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Stifel (in its capacity as the nominated adviser, sole bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

Taxation 

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax 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 is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Bookrunner will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, the Bookrunner and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

Neither the Company nor the Bookrunner are liable to bear any capital duty, stamp duty or any other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, the Bookrunner and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such 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.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the Bookrunner accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that the Bookrunner and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Stifel, any money held in an account with Stifel 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 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 Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business; and the Placee will rank only as a general creditor of the Stifel.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Bookrunner and the Company under the Announcement and the Terms and Conditions contained in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to the Bookrunner the jurisdiction in which the funds are managed or owned.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.