THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended).

AssetCo plc

("AssetCo" or the "Company")

22 July 2021

Proposed Placing to raise gross proceeds of approximately £25 million

Acquisition of Rize ETF Limited

AssetCo plc (LSE: ASTO), a company primarily involved in acquiring, managing and operating asset and wealth management activities and interests, together with other related services, announces today its intention to conduct a non-premptive placing (the "Placing") of new ordinary shares of 10 pence each in the Company (the "Placing Shares") at a price of 1,450 pence per share (the "Placing Price"). The net proceeds of the Placing will be used to fund the acquisition of a majority equity interest in Rize ETF Limited ("Rize ETF") and capitalise on further acquisition opportunities as part of the Company's defined strategy.

Placing highlights

It is intended that Placing Shares will be issued to new and existing investors under the Placing at the Placing Price, raising gross proceeds of approximately £25 million. The total number of Placing Shares will represent approximately 26% per cent. of the Company's existing issued share capital. Certain directors of the Company, Martin Gilbert, Chairman, Peter McKellar, Deputy Chairman and Chief Executive Officer, and Mark Butcher, Non-Executive Director and Harwood Capital Management and Toscafund Asset Management, being Substantial Shareholders (as defined by the AIM Rules for Companies) of the Company, intend to participate in the Placing.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this announcement. Numis Securities Ltd. ("Numis") is acting as Financial Adviser and Bookrunner to the Company and Arden Partners Plc ("Arden") is acting as Nominated Adviser and Broker in connection with the Bookbuild.

Background to and reasons for the Placing

As set out in Admission Document dated 26 March 2021, the Company has a clearly defined strategy of "acquiring, managing and operating asset and wealth management activities and interests, together with other related services."

Since then AssetCo has been making strong progress in implementing its strategy and undertaken a number of strategic investments in high potential businesses including the conditional acquisition of Saracen Fund Managers Limited, acquiring a 30 per cent. equity interest in Parmenion Capital Partners LLP and today's announcement of the acquisition of an effective 63 per cent. equity interest in Rize ETF.

The Company believes further opportunities exist to deploy capital within the asset and wealth management sector, where structural shifts provide the opportunity to deliver exceptional growth.

Rize ETF Acquisition

The Company separately announced earlier today that it has reached agreement to acquire an effective 63 per cent. equity interest in Rize ETF Limited (the "Acquisition"). The consideration for the Acquisition is £16.5 million (the "Consideration"), which will be paid in cash.  AssetCo is also committing a further investment to Rize ETF of £5.25 million to help fund the growth of the business. The equity interest will be acquired from J&E Davy Holdings.

The Placing

Numis is acting as Financial Adviser and Sole Bookrunner to the Company and Arden is acting as Nominated Adviser and Broker in connection with the Bookbuild.

The Placing is subject to the terms and conditions set out in the Appendix to this announcement.

The Placing Shares are being offered by way of the Bookbuild, which will be launched immediately following this announcement. The timing of the closing of the Bookbuild and the final number and allocation of Placing Shares to be issued pursuant to the Placing are to be determined at the discretion of the Company and Numis as Bookrunner. A further announcement will be made following the closing of the Placing, confirming the final details of the fundraising.

Admission and Dealings

An application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive any dividends and other distributions declared, made or paid following Admission.

It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 26 July 2021.

Enquiries:

Expected Timetable

IMPORTANT NOTICE

This announcement including its Appendix (together, the "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, South Africa, Japan or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  There will be no offer of the securities mentioned herein in the United States. 

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan.

No public offering of the Placing Shares is being made in the United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979) (the "Prospectus Regulation") in relevant member states of the European Economic Area ("EEA") and under the Prospectus Regulation, as it forms part of part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"). This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.  

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required to be published.

This Announcement and the terms and conditions set out in it are for information purposes only and is directed only at: (a) persons in member states of the EEA who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation; or (b) in the United Kingdom, persons who (i) are "investment professionals" specified in article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those articles have been, or will at the relevant time be, satisfied); and (ii) are "qualified investors" within the meaning of Article 2 of the UK Prospectus Regulation (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 Announcement and the terms and conditions set out in it relates is available only to relevant persons and will be engaged in only with relevant persons. 

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

Numis is authorised and regulated by the Financial Conduct Authority in the United Kingdom (the "FCA"), and is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or by the regulatory regime established under it, none of Numis nor any of its respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Numis or any of its respective affiliates in connection with the Company, the Placing Shares or the Placing. Numis and each of its respective affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Numis or any of its respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. 

The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions. 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. 

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. 

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

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this Announcement. 

 FORWARD-LOOKING STATEMENTS

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.

 INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment").

Notwithstanding the Target Market Assessment for the Placing Shares, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering of the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis 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 UK Product Governance Requirements; 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 I - Terms and conditions of the Placing

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION; OR (B) IN THE UNITED KINGDOM, PERSONS WHO (I) ARE "INVESTMENT PROFESSIONALS" SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED); AND (II) ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE UK PROSPECTUS REGULATION ("QUALIFIED INVESTORS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY. 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 IN THIS APPENDIX RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS APPENDIX IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, 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 OFFER OF THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX IN THE UNITED STATES.

THE SECURITIES ARE BEING OFFERED AND SOLD BY THE COMPANY (I) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"). THE COMPANY HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940 AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURSIDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

Persons who are invited to and who choose to participate in the Placing by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given (the "Placees" and individually a "Placee"), will be deemed: (i) to have read and understood this Announcement, including the terms and conditions set out in this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares 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:

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

2.         it is not a US Person and, at the time the Placing Shares are acquired, outside the United States and acquiring the Placing Shares in an "offshore transaction" in each case as defined in and in accordance with Regulation S; and

3.         if it is a financial intermediary, as that term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable, 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 a member state of the EEA which has implemented the Prospectus Regulation, or in the UK, as applicable, or in circumstances in which the prior consent of Numis has been given to each such proposed offer or resale.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing  by making an oral or written offer to take up Placing Shares is deemed to have read and understood this Announcement, including the terms and conditions set out in this Appendix, in its entirety and to be making such offer on the terms and conditions set out in this Appendix and to be providing the representations, warranties, undertakings, agreements and acknowledgements set out in this Appendix.

Details of the Placing Agreement

Numis has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price on the terms and subject to the conditions set out in a placing agreement entered into between the Company and Numis  on 22 July 2021 (the "Placing Agreement").

Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, Admission). Numis has the right to terminate the Placing Agreement in certain circumstances. Further details of the Placing Agreement are set out below.

The Placing Shares

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing ordinary shares ("Ordinary Shares"), 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

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM ("Admission"). It is expected that Admission will take place and dealings in the Placing Shares will commence on AIM at 8.00 a.m. (London time) on 26 July 2021 (or such later date as may be agreed between the Company and Numis).

Bookbuild

Numis will today commence a 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.

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

Participation in, and principal terms of, the Placing

1.         Numis is acting as sole bookrunner in connection with the Placing.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Numis to participate. Numis and its affiliates are entitled to enter bids in the Bookbuild and participate in the Placing as principal.

3.         The Placing shall be conducted by way of fixed price accelerated bookbuild to establish the number of Placing Shares to be allocated to Placees. The final number of Placing Shares will be decided at the close of the Bookbuild. Allocations shall be determined by the Company (following consultation with Numis).

4.         The Bookbuild will commence on the release of this Announcement and will close as soon thereafter as Numis and the Company shall agree. Numis may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.         A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Numis, will not be capable of variation or revocation after the time at which it is submitted.

6.         The number of Placing Shares to be issued pursuant to the Placing will be agreed between Numis and the Company following completion of the Bookbuild but, in any event, will not be more than 6,532,943. The Company will release an announcement following the close of the Bookbuild, detailing the aggregate number of Placing Shares to be issued.

7.         Each Placee will be required to pay an amount equal to the Placing Price in respect of each Placing Share issued to it.

8.         To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at Numis. Each bid should state the number of Placing Shares which a prospective Placee wishes to acquire at the Placing Price ultimately established by the Company and Numis. Bids may be scaled down by Numis on the basis referred to below. Numis is arranging the Placing as agent of the Company.

9.         Each Placee's allocation will be determined by the Company (following consultationn with Numis) and confirmed orally by Numis (as agent on behalf of the Company) to the relevant Placee and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Numis' oral confirmation to a Placee will constitute a legally binding commitment by the Placee concerned, in favour of Numis and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and subject to the conditions set out in this Appendix and the Company's articles of association (the "Articles"). Each Placee has an immediate, separate, irrevocable and binding obligation owed to Numis (as agent for and on behalf of the Company) to pay in cleared funds at the relevant time in accordance with the requirements set out below under "Registration and settlement", an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for.

10.       The Company and Numis reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over-subscribed; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to amend the amount to be raised pursuant to the Placing, in agreement with Numis.

11.       Each Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by Numis. The terms of this Appendix will be deemed incorporated therein.

12.       Except as required by law or regulation, no press release or other announcement will be made by Numis or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

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

14.       All obligations under the Bookbuild and the Placing will be subject to fulfilment of or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

16.       The Company has authority to allot the Placing Shares and to disapply pre-emption rights in relation to the Placing Shares and therefore shareholder approval is not required for the Placing.

17.       To the fullest extent permissible by law, Numis nor any of its respective affiliates nor any of its or their respective affiliates' agents, members, partners , directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing or the Bookbuild.

Conditions of the Placing

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

The obligations of Numis under the Placing Agreement in respect of the Placing are conditional on, inter alia:

1.         the Company having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission);

2.         none of the warranties given by the Company in the Placing Agreement being or having become untrue, inaccurate or misleading in any respect by reference to the facts and circumstances existing at the relevant time;

3.         in the opinion of Numis, there having been no material adverse change in,  or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, business prospects or financial prospects of the Company, whether or not arising in the ordinary course of business, whether or not foreseeable at the date of this Agreement and whether or not covered by insurance, unless and to the extent Numis waives such condition; and

4.         Admission occurring by no later than 8.00 a.m. on 26 July 2021,

(the "Conditions").

Numis and the Company may agree to extend the time and/or date by which any Condition is required to be fulfilled to no later than on 3.00 p.m. on 2 August 2021. Any such extension will not affect Placees' commitments as set out in this Appendix. 

Subject to the following paragraph, if any of the Conditions is not fulfilled or, where permitted, waived to the extent permitted by law or regulation in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Numis may agree, being not later than 3.00 p.m. on 2 August 2021), or the Placing Agreement is otherwise terminated in accordance with its terms (as to which, see "Termination of the Placing" below), the Placing will lapse and each Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Numis may, in its absolute discretion and upon such terms as it considers appropriate, waive fulfilment of all or any of the Conditions in whole or in part (to the extent permitted by law or regulation). Any such waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Company, Numis, their respective affiliates or their respective affiliates' agents, members, partners, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Conditions to the Placing nor for any decision any of them may make as to the satisfaction of any Conditions or in respect of the Placing generally and by participating in the Bookbuild and the Placing each Placee agrees that any such decision is within the absolute discretion of Numis and the Company. Placees will have no rights against Numis, the Company or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate under the Placing Agreement

Numis may, in its absolute discretion, terminate the Placing Agreement by giving notice to the Company in certain circumstances at any time up to Admission, including, inter alia:

1.         in the event the warranties given by the Company in the Placing Agreement have become untrue, inaccurate in any respect or misleading by reference to the facts and circumstances existing at the relevant time; or

2.         upon the occurrence, in the opinion of Numis, acting in good faith, of any material adverse change in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise) or the earnings, management, business affairs, business prospects or financial prospects of the Company,  whether or not arising in the ordinary course of business, whether or not foreseeable at the date of this Agreement and whether or not covered by insurance; or

3.         upon the occurrence of certain customary force majeure events.

Notice of termination may be communicated by Numis as soon as practicable to any director of the Company orally or by email or otherwise and announced to a Regulatory Information Service.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

Each Placee agrees with the Company and Numis that the exercise by the Company  or Numis of any right of termination or any other right or discretion under the Placing Agreement, shall be within the absolute discretion of the Company or Numis(as the case may be) and that neither the Company nor Numis need make any reference to such Placee and that none of the Company, Numis or their respective affiliates or their respective affiliates' agents, members, partners, directors, officers or employees, respectively, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By making a bid and participating in the Bookbuild, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" above and will not be capable of rescission or termination by it after oral confirmation of its allocation by Numis.

No Prospectus

No prospectus, admission document or other offering document has been or will be submitted to be approved by the FCA in relation to the Bookbuild or the Placing, and Placees' commitments will be made solely on the basis of publicly available information and subject to this Appendix and any further terms set forth in the contract note or trade confirmation sent to individual Placees. Each Placee, by participating in the Bookbuild and the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of any of the Company or Numis other than publicly available information and that neither Numis or the Company nor any person acting on their behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Bookbuild and 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 by that person.

Lock up

As part of the Placing, the Company has agreed that it will not, inter alia, issue or sell any Ordinary Shares for a period of 90 days after Admission without prior written consent of Numis (such consent not to be unreasonably withheld or delayed). This agreement is subject to certain customary exceptions and does not prevent the Company from issuing Ordinary Shares pursuant to rights granted under, any incentive plan operated by the Company. 

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B42VYZ16) following Admission (as the context requires) will take place within the CREST system provided that Numis reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements of any relevant jurisdiction. Settlement through CREST for the Placees will be on a T+2 basis in respect of the Placing Shares. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Numis may agree that the Placing Shares should be issued in certificated form.

1.      Each Placee will be sent a contract note or trade confirmation which will confirm the number of Placing Shares allocated to them and the aggregate amount owed by them to Numis. Each Placee is deemed to agree that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which they have in place with Numis or otherwise as Numis may direct.

2.      Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by Numis.

3.      If Placees do not comply with their obligations, Numis may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for its own account and benefit (as agent for the Company), an amount equal to the Placing Price of each Placing Share sold plus any interest due. Placees will, however, remain liable and shall indemnify Numis on demand for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully undertakes in pursuance of such sale.

4.      If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or trade confirmation 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. Placees will not be entitled to receive any fee or commission in connection with the Bookbuild or the Placing.

5.      CREST is a voluntary system and holders of Ordinary Shares (including Placing Shares) who wish to receive and retain share certificates will be able to do so. Investors applying for Placing Shares in the Placing may elect to receive Placing Shares in uncertificated form, if that investor is a system member (as defined in the CREST Regulations) with regard to CREST.

Representations and Warranties

By agreeing to subscribe for Placing Shares, each Placee that enters into a commitment to subscribe for Placing Shares will (for itself and for any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to undertake, represent and warrant to each of the Company and Numis at the time of entering into such commitment and on an ongoing basis until Admission that:

1.      its commitment is made solely on the basis of publicly available information and subject to this Appendix and it is not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor Numis, or any of their respective officers, agents, employees or affiliates will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

2.      if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Numis or the Registrar or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

3.      it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Appendix and the Articles as in force at the date of Admission. Such Placee agrees that these terms and conditions represent the whole and only agreement between the Placee, the Company and Numis in relation to the Placee's participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that neither of the Company or Numis, nor any of their respective officers, partners or directors, will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

4.      it has not relied on Numis or any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this Announcement;

5.      it acknowledges that the contents of this Announcement are exclusively the responsibility of the Company and its Directors and Numis nor any person acting on its behalf nor any of its affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

6.      it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Numis or the Company;

7.      it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

8.      if it is within the United Kingdom, it is a person who falls within articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom the Placing Shares may otherwise lawfully be offered under such Order, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the Financial Conduct Authority's (the "FCA") Conduct of Business Sourcebook;

9.      any offer of Placing Shares may only be directed at persons in member states of the EEA and the United Kingdom who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA or the United Kingdom prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA or the United Kingdom within the meaning of the Prospectus Regulation;

10.    it and any account for which it is acting is not a US person and is outside the United States and is acquiring the Placing Shares in an "offshore transaction" in each case as defined in, and in accordance with, Regulation S and that the Placing Shares were not offered to it by means of "directed selling efforts", as defined in Regulation S;

11.    it is not acting on a non-discretionary basis for the account or benefit of a US Person or other person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States;

12.    neither this Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

13.    it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

14.    it has complied with and will comply with all applicable provisions of Financial Services and Markets Act 2000, as amended, ("FSMA") with respect to anything done by it in relation to the Placing in, from or otherwise involving the United Kingdom;

15.    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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

16.    if the Placee is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing (as applicable) is accepted;

17.    it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Placing or the Placing Shares to any persons within a jurisdiction in which it would be unlawful to do so, nor will it do any of the foregoing;

18.    it acknowledges that neither Numis nor any of its affiliates or any person acting on its behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis has no duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing;

19.    that, save in the event of fraud on the part of Numis, or in respect of any liability which cannot be excluded under FSMA, Numis or its respective ultimate holding company, or any direct or indirect subsidiary undertakings of such holding companies, or any of its respective directors, members, partners, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Numis' role as nominated adviser, broker and bookrunner or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;

20.    it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing (as applicable) in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

21.    it irrevocably appoints any Director of the Company and/or any authorised representative of Numis to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

22.    the exercise by Numis or the Company of any rights or obligations under the Placing Agreement shall be within their absolute discretion and neither Numis nor the Company need have any reference to any Placee in this regard and it accepts that if the Placing does not proceed or the Conditions are not satisfied for any reason whatsoever then neither Numis nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

23.    in connection with its participation in the Placing 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 and the Money Laundering Regulations 2007, and any other applicable law concerning the prevention of money laundering and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing);

24.    it acknowledges that due to anti-money laundering requirements and the countering of terrorist financing, Numis and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Numis and the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Numis and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been requested has not been provided by it in a timely manner;

25.    it is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Placing Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, Numis or their respective directors, officers, partners, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with its acceptance of participation in the Placing;

26.    it acknowledges and agrees that information provided by it to the Company or Computershare Investor Services plc (the "Registrar") will be stored on the Registrar's computer system and in hard copy. It acknowledges and agrees that for the purposes of the Data Protection Act 1998 (the "Data Protection Law") and other relevant data protection legislation which may be applicable, the Registrar is required to specify the purposes for which it will hold personal data. The Registrar will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

(a)     process its personal data (including sensitive personal data) as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it;

(b)    communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;

(c)     provide personal data to such third parties as the Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or the EEA;

(d)    without limitation, provide such personal data to the Company, Numis and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA;

27.    in providing the Registrar with information, it hereby represents and warrants to the Registrar that it has obtained the consent of any data subjects to the Registrar and its associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purpose set out in paragraph 25(a) above);

28.    Numis and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them;

29.    the representations, undertakings and warranties given by such Placee contained in this Announcement are irrevocable. It acknowledges that Numis and the Company and their respective affiliates will rely upon the truth and accuracy of the representations and warranties set forth herein and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify Numis and the Company;

30.    where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis, on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require that Numis segregate such money, as that money will be held by Numis under a banking relationship and not as trustee;

31.    any of its clients, whether or not identified to Numis will remain its sole responsibility and will not become clients of Numis for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

32.    it accepts that the allocation of Placing Shares shall be determined by the Company (in consultation with Numis) and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine; and

33.    time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing.

Supply and disclosure of information

If Numis, the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to subscribe for Placing Shares under the Placing, such Placee must promptly disclose it to them:

Miscellaneous

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

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

Each Placee agrees to be bound by the Articles once the Placing Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for Placing Shares under the Placing and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including any non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, the Company and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Numis and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the Conditions and the Placing Agreement not having been terminated.