Source - LSE Regulatory
RNS Number : 4389N
Tritax Big Box REIT plc
29 September 2021
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

 

29 September 2021

TRITAX BIG BOX REIT PLC

(the "Company" and, together with its subsidiaries, the "Group")

Proposed placing and development update

Accelerating the development opportunity in response to unprecedented market strength in the UK

The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX), a leading investor in and developer of high-quality large scale logistics real estate in the UK, today announces a proposed placing of new ordinary shares ("Placing Shares") in the Company to institutional investors (the "Placing").

 

The Placing is being conducted through an accelerated bookbuild which will be launched immediately following release of this announcement by Jefferies International Limited ("Jefferies") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), who are acting as joint bookrunners in connection with the Placing.  Jefferies and J.P. Morgan Cazenove together with Akur Limited ("Akur") are also acting as joint financial advisers to the Company.

 

In addition to the Placing, there will be a separate offer made by the Company of new Ordinary Shares via the PrimaryBid platform (the "Retail Offer Shares") at the Placing Price (as defined below) (the "Retail Offer"), to provide retail investors in the UK only with an opportunity to acquire Retail Offer Shares. A separate announcement will be made shortly regarding the Retail Offer and its terms.

 

In conjunction with the Placing, certain Directors of the Company intend to subscribe for, in aggregate, up to approximately 40,000 new Ordinary Shares in the Company, depending on the Placing Price, either pursuant to the Placing or via direct subscriptions with the Company (the "Subscriptions"), in each case at the Placing Price (as defined below).

 

It is intended that the Placing, the Retail Offer and the Subscriptions (together, the "Issue") will result in the Company raising targeted gross proceeds of approximately £300 million. The total number of Placing Shares, Retail Offer Shares and new Ordinary Shares to be issued pursuant to the Subscriptions (together, the "New Ordinary Shares") is expected to represent approximately 8 per cent of the Company's existing issued ordinary share capital.

 

 

Issue highlights

 

·      Proposed Issue to raise gross proceeds of approximately £300 million, representing approximately 8% of the Company's issued share capital at a price to be agreed between the Company and the Joint Bookrunners (as defined below) following the closing of the accelerated bookbuild exercise being undertaken in connection with the Placing]  (the "Placing Price").

 

·      The net proceeds of the Issue (the "Net Proceeds"), together with associated leverage and anticipated near term investment disposals, are expected to generate c.£530 million of additional funding capacity to be used primarily to accelerate the Company's development programme.

 

·      The New Ordinary Shares will be entitled to the next quarterly dividend declared by the Company for the quarter ending 30 September 2021.

 

Accelerating levels of development activity supported by unprecedented market strength in the UK

 

·      Market conditions in the UK's logistics sector remain very favourable, supported by strengthening structural drivers, occupational and investment demand at unprecedented levels and an acute supply shortage currently resulting in approximately four years' worth of unsatisfied occupational demand.

 

·      Such occupational demand is demonstrated by active discussions with occupiers across approximately 7.0 million sq ft of consented land and recent lettings to Ikea at Littlebrook and HarperCollins at Glasgow, totaling 1.0 million sq ft, providing a strong underpin to the 1.5 million sq ft of speculative development in progress or planned to commence imminently.

 

·      With an increased number of sites benefiting from planning consent and in a credible delivery state, the Company believes it is well positioned to capitalise on the current acute occupational supply/demand imbalance.

 

Opportunity to accelerate income growth at an attractive yield on cost

 

·      The Company controls what it believes to be the UK's largest logistics-focused land portfolio with the ability to develop assets at a yield on cost of 6-8% compared to current prime investment yields of below 4% in the market.

 

·      The Company expects to accelerate its investment into pre-let development projects, speculative developments and to make further investment in drawing down of land and associated infrastructure works.

 

·      These projects are expected to deliver approximately 4.7 million sq ft of new logistics space, constructed to the highest sustainability standards, targeting £34 million of potential incremental contracted annual rent from development activity.

 

·      The Company will also continue to appraise potential investment acquisitions on an opportunistic basis, in line with its Investment Policy.

 

Delivering attractive returns and maintaining balance sheet strength

 

·      Development activity funded by the Issue is expected to be accretive to earnings, dividend and net asset value per share.

 

·      Taking into account the financial effects of the Issue and its deployment in isolation, and excluding the impact of future rental growth and yield movements, the targeted development activity and associated £34 million of additional rental income, on a proforma basis, would be expected by the Company to generate, upon stabilisation:

 

Growth in adjusted earnings per share of approximately 12%;

Growth in dividends per share of approximately 12%; and

Growth in EPRA NTA per share of approximately 7%

 

Note: These are illustrative returns only which seek to highlight the pro forma impact of the deployment of the Net Proceeds, assuming inter alia all properties are developed and fully let, no further changes to capital structure and without taking into account future ordinary course of business items (including acquisitions, disposals, asset management and additional debt). None of these figures constitute a profit forecast and there can be no assurance that these illustrative returns (or any returns) will be achieved by the Company. Accordingly, they should not be taken as an indication of estimated or actual future results and potential investors should place no reliance on these illustrative figures in deciding whether to invest in the Company. The Company's actual results may be positively or negatively affected by factors beyond the control of the Company and the actual returns generated by the Company may prove to be materially lower than the illustrative returns set out above.

 

 

·      The Company expects to continue its disciplined approach to balance sheet management, maintaining its LTV target range of 30-35% over the medium term.

 

 

 

Colin Godfrey, CEO, Fund Management, said:

 

"Over the past two years our logistics focused land portfolio, which we believe to be the largest in the UK, has continued to mature with planning consents successfully secured in a range of attractive locations across the UK.  The portfolio is now primed to capture the significant increase in demand we are currently experiencing, with occupier activity now reaching levels that has the potential to exceed our original expectations of 2-3 million sq ft of annual development over the medium term. This equity fundraise provides us with the capital to accelerate our development activity while preserving overall balance sheet strength and continuing to deliver attractive returns to shareholders."  

 

Market update

 

The logistics market in the UK continues to strengthen, driven by long-term structural changes such as the rise of e-commerce, greater supply chain efficiencies and the need for increased resilience. The first half of 2021 saw record levels of take up of 24.4 million sq ft, 82% above the long-term average, while corresponding supply fell at its fastest pace resulting in a national vacancy rate of 2%1.

 

1 Source: Savills Research, CBRE

 

Development update

 

·      1.0 million sq ft of development lettings recently agreed, securing £8.2 million of new contracted rent across the following sites:

 

0.5 million sq ft at Littlebrook, Phase 1. This asset has been let during construction on a new 15-year lease to Ikea. The lease benefits from annual rent reviews linked to CPI (2% - 4%).

 

0.6 million sq ft pre-let to HarperCollins in Glasgow. This asset has been let on a new 15-year lease and benefits from 5-yearly rent reviews linked to CPI (2% - 4%).

 

·      0.6 million of speculative construction commenced, of which 0.1 million sq ft has been let during early phase construction, securing £0.8 million of new contracted rent. The Company believes that the remaining units are capable of delivering £3.6 million of additional annual rent.

 

·      0.9 million sq ft of further speculative construction expected to start in H2 2021, potentially adding an additional £6.5 million of annual rent. In addition, a further 0.1 million sq ft has been pre-sold to an owner occupier.

 

·      Near-term development pipeline of 10.4 million sq ft, of which approximately 87% had planning consent at 30 June 2021.

 

Use of proceeds

 

The Net Proceeds, together with associated leverage and near-term disposals, are expected to generate up to c.£530 million of additional funding capacity. This will primarily be used to accelerate the Company's development programme with a targeted timeframe for commitment over the next 12 months, comprising:

 

·      Up to c.£450 million of expected development capex, of which c.50% is already committed or expected to be committed in the near term, broadly split evenly across the following:

 

Pre-let (or let during construction) development opportunities targeting 2.2 million sq ft of construction activity

Speculative development opportunities targeting 2.5 million sq ft of construction activity

Investment in land and infrastructure to bring forward new schemes ready for future development

 

·      Up to c.£80 million allocated towards expected investment and asset management capex targeting 0.5 million sq ft of new space.

 

The Company expects the new development projects to have the potential to add c.£34 million of incremental rent, in aggregate, and c.4.7 million sq ft of additional space when delivered.

 

Expected benefits and financial impacts

 

The Issue will allow the Company to accelerate its development programme which is expected to be accretive to earnings, dividend and net asset value per share.

 

Taking into account the financial effects of the Issue and its deployment in isolation, and excluding the impact of future rental growth and yield movements, the targeted development activity and associated £34 million of additional rental income, on a proforma basis, would be expected by the Company to generate, upon stabilisation:

Growth in adjusted earnings per share of approximately 12%, based off the last twelve months EPS of 7.3 pence (being the sum total of the adjusted earnings per share for the six-month periods ending 31 December 2020 and 30 June 2021 respectively and excluding Development Management Agreement income in excess of the Company's stated guidance range);

Growth in dividends per share of approximately 12% (compared to the sum total of the dividends declared for the six-month periods ending 31 December 2020 and 30 June 2021 respectively); and

Growth in EPRA NTA per share of approximately 7%.

 

Note: These are illustrative returns only which seek to highlight the pro forma impact of the deployment of the Net Proceeds, assuming inter alia all properties are developed and fully let, no further changes to capital structure and without taking into account future ordinary course of business items (including acquisitions, disposals, asset management and additional debt). None of these figures constitute a profit forecast and there can be no assurance that these illustrative returns (or any returns) will be achieved by the Company. Accordingly, they should not be taken as an indication of estimated or actual future results and potential investors should place no reliance on these illustrative figures in deciding whether to invest in the Company. The Company's actual results may be positively or negatively affected by factors beyond the control of the Company and the actual returns generated by the Company may prove to be materially lower than the illustrative returns set out in this announcement.

 

Details of the Placing

 

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

Tritax Group

Colin Godfrey (CEO, Fund Management)

Frankie Whitehead (Finance Director)

Ian Brown (Investor Relations)

+44 (0) 20 8051 5060

bigboxir@tritax.co.uk



Jefferies International Limited (Joint Global Coordinator and Joint Bookrunner)

Stuart Klein

Luca Erpici

Andrew Morris

 

+44 (0) 20 7029 8000

 

J.P. Morgan Cazenove (Joint Global Coordinator and Joint Bookrunner)

James Kelly

Barry Meyers

Paul Pulze

 

+44 (0) 20 7742 4000

Akur Limited (Joint Financial Adviser)

Anthony Richardson

Siobhan Sergeant

 

+44 (0) 20 7493 3631

 

Maitland/AMO (Communications Adviser)

James Benjamin

+44 (0) 7747 113 930

tritax-maitland@maitland.co.uk



NOTES

 

Tritax Big Box REIT plc (ticker: BBOX) is the only listed vehicle dedicated to investing in very large logistics warehouse assets ("Big Boxes") in the UK and is committed to delivering attractive and sustainable returns for Shareholders. Investing in and actively managing existing built investments, land suitable for Big Box development and developments predominantly delivered through pre-let forward funded basis, the Company focuses on large, well-located, modern Big Box logistics assets, let to institutional-grade tenants on long-term leases (typically at least 12 years in length) with upward-only rent reviews and geographic and tenant diversification throughout the UK. The Company seeks to exploit the significant opportunity in this sub-sector of the UK logistics market owing to strong tenant demand and limited supply of Big Boxes.

 

The Company is a real estate investment trust to which Part 12 of the UK Corporation Tax Act 2010 applies ("REIT"), is listed on the premium segment of the Official List of the UK Financial Conduct Authority and is a constituent of the FTSE 250, FTSE EPRA/NAREIT and MSCI indices.

 

Further information on Tritax Big Box REIT plc is available at www.tritaxbigbox.co.uk

 

The Company's LEI is: 213800L6X88MIYPVR714

Important information

This Announcement is not for release, publication or public 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, collectively, the "United States") or to US persons (as defined in Regulation S under the US Securities Act (as defined below) ("Regulation S")) or into Australia, Canada, Hong Kong, the Republic of South Africa ("South Africa"), New Zealand or Japan or any other jurisdiction where such distribution or offer is unlawful, except as set out below. Any failure to comply with the foregoing restrictions may constitute a violation of US securities and other laws.

This Announcement is for information purposes only and does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Placing Shares to any person in the United States, Australia, Canada, Hong Kong, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The distribution of this Announcement may be restricted or prohibited by law in certain jurisdictions, and accordingly it is the responsibility of any person into who views the Announcement or other information referred to herein to inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Company, Tritax, Akur, Jefferies, JPMC or any other person accepts liability to any person in relation thereto. 

No public offering of the Placing Shares is being made in the United States, United Kingdom, Australia, Canada, Hong Kong, South Africa, New Zealand, Japan or elsewhere.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation (each as defined below)) to be published. 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.

This Announcement is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (A) if in a member state of the European Economic Area ("EEA"), "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (B) if in the United Kingdom, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who also (a) fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") (investment professionals); (b) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the order; (C) in New Zealand only to persons who are wholesale investors within the meaning of clauses 37 to 40 of schedule 1 of the Financial Markets Conduct Act 2013 (FMC Act) or who is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act and has delivered to the Company the necessary eligible investor certificate in accordance with clauses 41, 43 and 46 of Schedule 1 of the FMC Act; (D) in Australia only to persons who are (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act 2001 (Cth) ("Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect; (E) "professional investors" in Hong Kong under the Securities and Futures (Professional Investor) Rules made under the Securities and Futures Ordinance of Hong Kong; (F) in Israel only to investors who are listed in the first supplement (the "First Supplement") of the Israeli Securities Law, 5728-1968, as amended (the "Israeli Securities Law); or (G) are persons to whom it is otherwise lawful to communicate it to, (all such persons in (A) to (G) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and any person who is not a Relevant Person or who does not have professional experience in matters relating to investment should not act or rely on this Announcement. 

Marketing of the Shares for the purposes of the Directive 2011/61/EU (the ''AIFM Directive'') and/or a third party on its behalf mentioned herein will only take place in an EEA member state if the Company is appropriately registered or has otherwise complied with the requirements under the AIFM Directive (as implemented in the relevant EEA Member State) necessary for such marketing to take place. The Company may only market the Shares in the following territories of the EEA: Belgium, Ireland, Netherlands, Sweden, Switzerland, Luxembourg and Sweden.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. 

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, or to, or for, the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and under circumstances that would not require the Company to register under the Investment Company Act. and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities referred to herein in the United States.

Prospective investors should take note that, unless the Company has consented to such acquisition in writing, the Company's Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

The Placing Shares have not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, Hong Kong, South Africa, New Zealand or Japan. Subject to certain exceptions, the Placing Shares may not be offered or sold in Australia, Canada, Hong Kong, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, South Africa, New Zealand or Japan.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia.

No document has been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who (i) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act and has delivered to the Company the necessary eligible investor certificate in accordance with clauses 41, 43 and 46 of Schedule 1 of the FMC Act. Any person in New Zealand who subscribes for Placing Shares will be deemed to have represented and warranted to the Company that it is a wholesale investor under the FMC Act falling within one of (i) to (v) above and further undertakes to provide all applicable certificates under the FMC Act to the Company.

The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the New Ordinary Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec on a basis exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and the Joint Bookrunners that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and (iv) is not an individual. Any resale of the New Ordinary Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the New Ordinary Shares outside of Canada.

In South Africa, this Announcement and the related Placing is only for distribution to persons falling within the exemptions set out in section 96(1)(a) or (b) of the South African Companies Act 71 of 2008 (as amended) (the "South African Companies Act") and to whom this Announcement and related Placing will be specifically addressed (the "South African Qualifying Investors").. As such, in South Africa, this Announcement and the related Placing do not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for the Placing Shares to the public (as defined in the South African Companies Act),and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Companies Act. Should any person who is not a South African Qualifying Investor receive this Announcement and the related Placing, they should not and will not be entitled to acquire any shares or otherwise act thereon.

This Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act. Accordingly, this Announcement does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Act Regulations of 2011 (as amended) and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority.

The information  contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act No. 37 of 2002 (as amended) ("FAIS") and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS. The information contained in this Announcement should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

This Announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any security in Japan. The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended) (the "FIEL") and no securities registration statement under the FIEL has been filed. Accordingly, the Placing Shares may not (unless an exemption of the registration requirement under the FIEL is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Japan or to, or for the account or benefit of any national, resident or citizen of Japan.

The information provided herein does not constitute an offer of Placing Shares in Switzerland pursuant to the Swiss Financial Services Act ("FinSA") and its implementing ordinance. This is solely an advertisement pursuant to FinSA and its implementing ordinance for the Placing Shares.

The offer and marketing of the New Ordinary Shares in Switzerland will be exclusively made to, and directed at, qualified investors (the "Swiss Qualified Investors"), as defined in Article 10(3) of the Swiss Collective Investment Schemes Act in conjunction with Article 4(4) of FinSA, i.e. institutional clients, at the exclusion of professional clients with opting-out pursuant to Article 5(3) FinSA ("Excluded Swiss Qualified Investors"). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority and no representative or paying agent have been or will be appointed in Switzerland. This Announcement and/or any other offering or marketing materials relating to the Placing Shares may be made available in Switzerland solely to Swiss Qualified Investors, at the exclusion of Swiss Excluded Qualified Investors.

In Israel, the this Announcement is only for distribution to persons who are listed in the First Supplement, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, entities with shareholders' equity in excess of 50 million new Israeli shekels and high net worth individuals who meet the qualifications specified in the Israeli Securities Law, 5728 1968, as amended, each as defined in the First Supplement (as it may be amended from time to time, collectively referred to as the "Eligible Investors"). Eligible Investors shall be required to submit a written confirmation that they fall within the scope of the First Supplement.

Any person in the UK or the EEA who acquires the Placing Shares in any offer or to whom any offer of the Placing Shares is made will be deemed to have represented and agreed that it is a Relevant Person. Any investor will also be deemed to have represented and agreed that any Placing Shares acquired by it in the offer have not been acquired on behalf of persons in the UK or the EEA other than Relevant Per-sons for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the Shares been acquired with a view to their resale in the UK or the EEA to persons where this would result in a requirement for publication by the Company, Tritax, Akur, Jefferies or JPMC of a prospectus pursuant to the UK Prospectus Regulation and the EU Prospectus Regulation.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This Announcement does not purport to be all inclusive or to contain sufficient information to support an investment decision and speaks only as of the date hereof. Investors should ensure that they obtain all available relevant information before making any investment.  This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. Nothing in this Announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to, and no responsibility or liability is or will be accepted by Akur, Jefferies, JPMC, Tritax or their respective Affiliates as to, or in relation to, the accuracy, reliability, or completeness of any information contained in this Announcement and Akur, Jefferies, JPMC and Tritax (for themselves and on behalf of their Affiliates) hereby expressly disclaim any and all responsibility or liability (other than in respect of a fraudulent misrepresentation) for the accuracy, reliability and completeness of such information or for any loss howsoever arising, directly or indirectly, from any use of such information or otherwise arising in connection therewith. In addition, no duty of care or otherwise is owed for any loss, cost or damage suffered or incurred as a result of the reliance on such information or otherwise arising in connection with this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this Announcement are targets only. There is no guarantee that any returns set out in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this Announcement. All projections, estimations, forecasts, budgets or similar expressions in this Announcement are illustrative exercises involving significant elements of judgement and analysis and using the assumptions described herein, which assumptions, judgements and analyses may or may not prove to be correct. The actual outcome may be materially affected by changes in e.g. economic and/or other circumstances. Therefore, in particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievability or reasonableness or any projection of the future, budgets, forecasts, management targets or estimates, prospects or returns. You should not do anything (including entry into any transaction of any kind) or forebear to do anything on the basis of this Announcement. Before entering into any arrangement, commitment or transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction.

 

The information in this Announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Prospective investors are cautioned not to place undue reliance on such forward-looking statements.

This Announcement is being 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 Jefferies, J.P. Morgan Cazenove, Akur nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Jefferies, J.P. Morgan Cazenove, Akur or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Jefferies, J.P. Morgan Cazenove, Akur and their respective affiliates accordingly disclaim all and any liability, 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 Jefferies, J.P. Morgan Cazenove, Akur or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by FSMA) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This Announcement does not constitute a recommendation regarding any securities. The price and value of securities and any income derived from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance.

Jefferies, and Akur, which are each authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Placing and Admission. Neither Jefferies , nor Akur will regard any other person as their respective clients in relation to the subject matter of this Announcement 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, Admission, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"), is acting 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 clients of J.P. Morgan Cazenove nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

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 Jefferies, J.P. Morgan Cazenove or Akur.

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 Jefferies, J.P. Morgan Cazenove or Akur.

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

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

The UK Financial Conduct Authority has approved the marketing of the Ordinary Shares in the UK in accordance with regulation 54 of the UK Alternative Investment Fund Managers Regulations 2013, as amended. The Manager has made applications to, and (where applicable) received approval from, the national competent authorities of Belgium, Finland, Ireland, Luxembourg, the Netherlands and Sweden to market the Ordinary Shares in those jurisdictions in accordance with the national laws implementing article 42 of Directive 2011/61/EU on alternative investment fund managers ("EU AIFMD") in these jurisdictions. Marketing of Ordinary Shares is not permitted, and no person may carry out marketing within the meaning of the EU AIFMD, in any other jurisdiction within the European Economic Area where the Manager has not obtained the requisite approval from the national competent authority of such jurisdiction.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures within the European Economic Area; and (d) local implementing measures in the United Kingdom as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and regulations made under that Act (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New 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 should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies and J.P. Morgan Cazenove 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 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 New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR 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: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (the "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE EU PROSPECTUS REGULATION, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO (I) 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 (II) ARE "UK QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), (C) PROFESSIONAL INVESTORS IN HONG KONG UNDER THE SECURITIES AND FUTURES (PROFESSIONAL INVESTOR) RULES MADE UNDER THE SECURITIES AND FUTURES ORDINANCE OF HONG KONG; AND (D) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (ANY SUCH PERSONS REFERRED TO IN (A)-(D), BEING REFERRED TO AS "RELEVANT PERSONS"). 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 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 AND THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, ISRAEL HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT INTENDED TO AND DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES IN AUSTRALIA, CANADA, ISRAEL JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The offer and marketing of the Placing Shares of the Company in Switzerland will be exclusively made to, and directed at, qualified investors (the "Qualified Investors"), as defined in Article 10(3) of the Swiss Collective Investment Schemes Act ("CISA") in conjunction with Article 4(4) of the Swiss Financial Services Act ("FinSA"), i.e. institutional clients, at the exclusion of professional clients with opting-out pursuant to Article 5(3) FinSA ("Excluded Qualified Investors"). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA) and no representative or paying agent have been or will be appointed in Switzerland. This announcement and/or any other offering or marketing materials relating to the Placing Shares of the Company may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")) ("US PERSONS"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) 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, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS, 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 COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "US INVESTMENT COMPANY ACT") AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE US INVESTMENT COMPANY ACT.

THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT.

THE SHARES ARE BEING OFFERED AND SOLD  MAY ONLY BE OFFERED AND SOLD TO INVESTORS IN ISRAEL WHO ARE LISTED IN THE FIRST SUPPLEMENT OF THE ISRAELI SECURITIES LAW, 5728‑1968, AS AMENDED (THE "FIRST SUPPLEMENT"), CONSISTING PRIMARILY OF JOINT INVESTMENT IN TRUST FUNDS, PROVIDENT FUNDS, INSURANCE COMPANIES, BANKS, PORTFOLIO MANAGERS, INVESTMENT ADVISORS, MEMBERS OF THE TEL AVIV STOCK EXCHANGE, UNDERWRITERS PURCHASING FOR THEIR OWN ACCOUNT, VENTURE CAPITAL FUNDS, ENTITIES WITH SHAREHOLDERS' EQUITY IN EXCESS OF 50 MILLION NEW ISRAELI SHEKELS AND HIGH NET WORTH INDIVIDUALS WHO MEET THE QUALIFICATIONS SPECIFIED IN THE ISRAELI SECURITIES LAW, 5728‑1968, AS AMENDED, EACH AS DEFINED IN THE FIRST SUPPLEMENT (AS IT MAY BE AMENDED FROM TIME TO TIME, COLLECTIVELY REFERRED TO AS THE "ELIGIBLE INVESTORS"). ELIGIBLE INVESTORS SHALL BE REQUIRED TO SUBMIT A WRITTEN CONFIRMATION THAT THEY FALL WITHIN THE SCOPE OF THE FIRST SUPPLEMENT.

THE MANAGER IS AUTHORISED FOR THE MANAGEMENT OF THE COMPANY AND MARKETING OF THE NEW ORDINARY SHARES IN THE UNITED KINGDOM AND IS SUPERVISED BY THE FINANCIAL CONDUCT AUTHORITY ("FCA"). IN ACCORDANCE WITH ARTICLE 42 OF DIRECTIVE 2011/61/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 8 JUNE 2011 ON ALTERNATIVE INVESTMENT FUND MANAGERS, AS IMPLEMENTED INTO THE NATIONAL LAW OF THE RELEVANT EEA MEMBER STATES ("AIFMD"), THE MANAGER HAS SUBMITTED NOTIFICATIONS AND, WHERE APPLICABLE, RECEIVED APPROVAL FROM THE NATIONAL COMPETENT AUTHORITY TO MARKET PLACING SHARES TO PROFESSIONAL INVESTORS IN FINLAND, IRELAND, LUXEMBOURG, NETHERLANDS, DENMARK, NORWAY AND SWEDEN, AND ALSO IN THE UNITED KINGDOM. PURSUANT TO THE ALTERNATIVE INVESTMENT FUND MANAGERS REGULATIONS 2013 (NO. 1173/2013) AND THE INVESTMENT FUNDS SOURCEBOOK OF THE FCA (THE "UK AIFMD RULES"), THE MANAGER HAS BEEN DULY NOTIFIED BY THE FCA THAT THE RELEVANT MARKETING NOTIFICATIONS HAVE BEEN MADE BY THE FCA TO THE RELEVANT COMPETENT AUTHORITIES IN THOSE JURISDICTIONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948, AS AMENDED) (THE "FIEL") AND NO SECURITIES REGISTRATION STATEMENT UNDER ARTICLE 4, PARAGRAPH 1 OF THE FIEL HAS BEEN FILED.

EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

Jefferies International Limited and Jefferies GmbH (together "Jefferies") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, ("JPMC" and together with Jefferies, the "Joint Bookrunners") are acting as joint global co-ordinators, joint bookrunners, joint financial advisers, and placing agents and arrangers of the Company in connection with the Placing. Akur Limited ("Akur") is acting as joint financial adviser in relation to the Placing.

Persons who are invited to and who choose to participate in the Placing (as defined below), by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees"), will be deemed to have read and understood this announcement, (such announcement and the Appendix together being the "Announcement") including this Appendix, in its entirety and to be making such offer 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:

(a)            it is a Relevant Person (as defined above) and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b)            in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(i)          it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation;

(ii)         in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 2(d) and Article 5(1) of the UK Prospectus Regulation:

(A)         the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;

(B)         where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and

(c)         in the case of a Relevant Person in a member state of the EEA (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

(i)          it is a qualified investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(ii)         in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 2(d) and Article 5(1) of the EU Prospectus Regulation:

(A)         the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; and

(B)         where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons.

(d)         it (and any person on whose account it is acting) is and at the time the Placing Shares are acquired, will be, either:

(i)          a non-US person located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or

(ii)         a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the US Securities Act that is also a "qualified purchaser" ("Qualified Purchaser") as defined in Section 2(a)(51) of the US Investment Company Act and the related rules thereunder.

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.

None of the Joint Bookrunners nor Akur, nor any of their respective affiliates, agents, directors, officers or employees, make any representation to any Placees regarding an investment in the Placing Shares.

Notices to Certain Overseas Investors

Canada: The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has, among other things, represented to the Company and the Joint Bookrunners that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and (iv) is not an individual. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia.

No product disclosure statement or other disclosure document has been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). Accordingly, the Placing Shares may not (unless an exemption under the FMC Act is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into New Zealand.

The Placing Shares have not been and will not be registered under the FIEL and no securities registration statement under the FIEL has been filed. Accordingly, the Placing Shares may not (unless an exemption of the registration requirement under the FIEL is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Japan or to, or for the account or benefit of any national, resident or citizen of Japan.

In South Africa, each Placee represents, warrants and acknowledges that:

(a)            this Announcement and the related Placing is only for distribution to persons falling within the exemptions set out in section 96(1)(a) or (b) of the South African Companies Act (as defined above) and to whom this Placing will be specifically addressed;

(b)            this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Companies Act;

(c)             should any person who is not a South African Qualifying Investor (as defined above) receive this Announcement and the related Placing, they should not and will not be entitled to acquire any shares or otherwise act thereon;

(d)            this Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act and accordingly, this Announcement does not comply with the substance and form requirements for prospectuses set out in the South African Companies Act and the South African Companies Act Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority; and

(e)            the information contained in this Announcement in respect of the Placing constitutes factual information as contemplated in section 1(3)(a) of FAIS (as defined above) and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS, and, furthermore, the information contained in this Placing should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

Details of the Placing Agreement and of the Placing Shares

Each of the Joint Bookrunners, the Company, Tritax Management LLP (the "Manager") and Akur have today entered into a placing agreement (the "Placing Agreement") pursuant to which the Joint Bookrunners have agreed that they will, as agent for and on behalf of the Company, use their reasonable endeavours to procure Placees for up to 170,259,651 new ordinary shares of £0.01 each in the capital of the Company (the "Placing Shares") at such price, if any, to be determined following completion of the Bookbuild (as defined below) and as may be agreed between the Company and the Joint Bookrunners and set out in the executed term sheet (the "Term Sheet") (the "Placing") on the terms and subject to the conditions set out in the Placing Agreement. For the avoidance of doubt, the Joint Bookrunners shall not be under any obligation to subscribe for any Placing Shares as principal and the Joint Bookrunners shall pay to the Company the proceeds actually received by them from Placees with respect to the Placing in accordance with the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of £0.01 each in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after Admission (as defined below).

Applications for listing and admission to trading

Applications have been made to the FCA for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective at around 8.00 a.m. on 4 October 2021 (or such later time and date as may be agreed by the Company after the close of the Bookbuild (as defined below)) and that dealings in the Placing Shares will commence at that time.

Bookbuild

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

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in its absolute discretion following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1.              The Joint Bookrunners are acting as joint global co-ordinators, bookrunners, joint financial advisers, placing agents and arrangers of the Company in connection with the Placing.

2.              Akur is acting as joint financial adviser in relation to the Placing.

3.              Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their respective agents and affiliates are entitled to enter bids in the Bookbuild as principal.

4.              The Bookbuild, if successful, will establish the number of Placing Shares to be issued by the Company pursuant to the Placing and a single price per Placing Share payable to the Joint Bookrunners by all Placees whose bids are successful (the "Placing Price"), to be determined by the Company (in consultation with the Joint Bookrunners) following completion of the Bookbuild. The number of Placing Shares to be issued and the Placing Price will be announced on a FCA-listed Regulatory Information Service ("RIS") following the completion of the Bookbuild (the "Placing Results Announcement").

5.              To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at one of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. The Joint Bookrunners are arranging the Placing as joint agents of the Company.

6.              A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and the Joint Bookrunners. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners as joint agents of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot.

7.              The Bookbuild is expected to close no later than 6:30 p.m. (London time) on 29 September 2021 but may be closed earlier or later at the absolute discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

8.              Each prospective Placee's allocation will be determined by the Company (in consultation with the Joint Bookrunners) and will be confirmed orally by the Joint Bookrunners (as joint agents for the Company) following the close of the Bookbuild and a trade confirmation will be despatched thereafter. This oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Joint Bookrunners and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". By participating in the Bookbuild, each Placee will agree 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.

9.              The Joint Bookrunners may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 5 and 6 above and subject to prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

10.            Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

11.            Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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.

12.            To the fullest extent permissible by law, neither the Joint Bookrunners nor Akur, the Manager, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Joint Bookrunners nor Akur, the Manager, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (whether in contract, tort or otherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct or of such alternative method of effecting the Placing as the Joint Bookrunners, their respective affiliates and the Company may agree.

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 the Joint Bookrunners under the Placing Agreement in respect of the Placing Shares are conditional on customary terms and conditions, including among others:

(a)            agreement being reached between the Company and the Joint Bookrunners on the number of Placing Shares to be issued pursuant to the Placing and the Placing Price;

(b)            none of the representations and warranties of the Company and the Manager respectively contained in the Placing Agreement being untrue and inaccurate in any respect which, in the good faith opinion of the Joint Bookrunners, is material, or otherwise misleading in any respect on (i) the date of the Placing Agreement; (ii) date of completion of the Bookbuild; and (iii) at all times before Admission by reference to the facts and circumstances from then subsisting;

(c)             the Company and the Manager complying in all material respects with their respective obligations under the Placing Agreement to the extent the same fall to be performed prior to Admission;

(d)            the Company allotting, subject only to Admission, the Placing Shares to the Placees in accordance with the Placing Agreement; and

(e)            Admission taking place by not later than 8.00 a.m. (London time) on 4 October 2021, or such later date as may be agreed between the Company and the Joint Bookrunners, not being later than 15 October 2021.

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, are waived or extended in writing by the Joint Bookrunners) or have 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 Joint Bookrunners 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. The Joint Bookrunners may, in their absolute discretion, waive certain conditions contained in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Joint Bookrunners nor any of their respective affiliates, agents, 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 it or they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision it or they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Lock-up

The Company has agreed with the Joint Bookrunners that it will not, and will procure that none of its subsidiaries will, at any time between the date of this Agreement and 90 calendar days after the day of the Placing Agreement, without the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed), (i) issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or other shares in the capital of the Company or any securities convertible into or exchangeable for Ordinary Shares or other shares in the capital of the Company or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not apply to the issue and offer by or on behalf of the Company of (i) the Placing Shares pursuant to the Placing, or (ii) the issue of Ordinary Shares to the Manager pursuant to the terms of the investment management agreement between the Manager and the Company dated 2 July 2014 and as amended and restated from time to time, or (iii) the issue of Ordinary Shares pursuant to the retail offer on the PrimaryBid Limited platform launching at the same time as the Placing.

Right to terminate under the Placing Agreement

At any time before Admission, the Joint Bookrunners, in their absolute discretion, are entitled to terminate the Placing Agreement by giving notice in writing to Akur, the Company and the Manager if, amongst other things, (i) any matter or circumstance arises as a result of which the Joint Bookrunners expect that any of the conditions contained in the Placing Agreement will not be satisfied or waived (if capable of waiver) by the Joint Bookrunners and continues not to be satisfied at Admission; or (ii) in the opinion of the Joint Bookrunners or Akur acting in good faith the Company's and the Manager's respective representations and warranties are not true and accurate or have become misleading by reference to the facts subsisting from time to time; or (iii) in the good faith opinion of any Joint Bookrunner, there has been a material adverse change affecting the condition (financial, operational, legal or otherwise), in the earnings, management, business affairs, general affairs, solvency, credit rating or business prospects of the Group as a whole and/or the Manager, whether or not arising in the ordinary course of the business, since the date of the Placing Agreement; or (iv) the occurrence of a force majeure or market disruption event as specified in the Placing Agreement.

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 Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within their absolute discretion and that the Joint Bookrunners do not need to make any reference to Placees and that the Joint Bookrunners shall not have any liability to Placees whatsoever in connection with any such exercise and neither the Company, none of the Joint Bookrunners, nor any of their respective directors, officers, employees, agents or affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation and the UK Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a RIS 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) and all other publicly available information previously and simultaneously published by the Company by notification to a Regulatory Information Service or otherwise filed by the Company 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 Manager, Akur, the Joint Bookrunners or any other person and none of the Company, the Manager, Akur, the Joint Bookrunners or 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. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. The terms and conditions of this announcement shall be deemed to be incorporated into the contract note and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Joint Bookrunner's consent, will not be capable of variation or revocation from the time at which it is issued. Each Placee agrees 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 applicable Joint Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by Jefferies International Limited (as settlement agent for and on behalf of the Company) (the "Settlement Agent") and the Settlement Agent 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 4 October 2021 (or such later date as may be announced by the Company after the close of the Bookbuild) on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation.

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 Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners (as joint agents for the Company) 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 Joint Bookrunners, 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 (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.

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

Representations and warranties and further terms

By submitting a bid and/or 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 the Joint Bookrunners (in their capacity as joint global co-ordinators, joint bookrunners, joint financial advisors placing agents and arrangers of the Company) and Akur (in its capacity as joint financial advisor of the Company), in each case as a fundamental term of its application for Placing Shares, that:

(a)            it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

(b)            that no offering document or prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

(c)             the Placing does not constitute a recommendation or financial product advice and the Joint Bookrunners have not had regard to such Placee's particular objectives, financial situation and needs;

(d)            if it has received any "inside information" for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014) as brought into UK domestic law through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020)) and various secondary implementing regulations, with effect from 1 January 2021 ("UK MAR") and section 56 of the Criminal Justice Act 1993 in relation to the Company and its securities about the Company in advance of this announcement, it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended, induced or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by UK MAR, prior to the information being made publicly available;

(e)            it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;

(f)             that none of the Company, the Manager, Akur, the Joint Bookrunners any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and none of them will provide, it with any material regarding the Placing Shares or the Company or any other person other than information included in this Announcement (including this Appendix), nor has it requested the Joint Bookrunners, Akur, the Manager, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

(g)            (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's ordinary shares are listed on the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

(h)            (i) none of the Company, the Manager, Akur, the Joint Bookrunners or any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold the Joint Bookrunners, Akur, the Manager or any of their respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;

(i)              unless otherwise agreed with the Joint Bookrunners, other than as set out in paragraphs (dd), (ee), (ff), (gg), (hh) and the Important Notices in this Announcement, it and each account it represents is not, and at the time the Placing Shares are subscribed for neither it nor the beneficial owner of the Placing Shares will be, a resident of Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, Japan, New Zealand or South Africa and, subject to certain exceptions as set out in paragraphs (dd), (ee), (ff), (gg),(hh) and the Important Notices in this Announcement, may not be offered, sold, transferred, taken up, renounced, distributed or delivered, directly or indirectly, within or into those jurisdictions;

(j)              it and each account it represents either:

i.         (A) is not a US Person, is not located within the United States and is not acquiring the New Ordinary Shares for the account or benefit of a US Person; and (B) is acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S and did not become aware of the Placing by means of any directed selling efforts as defined in Regulation S; or

ii.        (A) is a QIB that is also a Qualified Purchaser and that it has executed and delivered to the Company and the Joint Bookrunners a U.S. investor letter substantially in the form provided to it (the "U.S. Investor Letter"); and (B) is not acquiring any of the Placing Shares as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act.

(k)             if it falls within paragraph (j)(ii) above, it agrees that if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Placing Shares or any beneficial interest therein, it will do so only in accordance with the transfer restrictions set forth in the U.S. Investor Letter;

(l)              it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

(m)           it acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and are not being offered or sold in the United States or to, or for the account or benefit of, US Persons except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with all applicable state securities laws and under circumstances that will not require the Company to register under the US Investment Company Act;

(n)            it acknowledges that the Company has not registered under the Investment Company Act and that the Company has put in place restrictions to ensure that the Company is not and will not be required to register under the Investment Company Act;

(o)            save as otherwise agreed expressly in writing with the Company, no portion of the assets used to acquire, and no portion of the assets used to hold, the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an "employee benefit plan" as defined in section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to section 4975 of the US Tax Code; or (iii) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or a "plan" described in the preceding clauses (i) or (ii) in such entity, pursuant to 29. C.F.R. 2510.3¬101 as modified by section 3(42) of ERISA. In addition, if an investor is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or section 4975 of the US Tax Code, its acquisition, holding, and disposition of the Ordinary Shares will not constitute a violation of law or result in a non-exempt prohibited transaction under section 503 of the US Tax Code or any substantially similar law;

(p)            it is acquiring the Placing Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate the US Securities Act, the US Investment Company Act or any other applicable securities laws;

(q)            it is not, other than as set out in paragraphs (dd), (ee), (ff), (gg) or (hh) and the Important Notices in this Announcement, within Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to subscribe for the Placing Shares, and it will not offer or sell such Placing Shares into any such jurisdiction;

(r)             the content of this Announcement is exclusively the responsibility of the Company and that neither the Manager, the Joint Bookrunners, Akur nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a RIS, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Joint Bookrunners, Akur, the Company or the Manager and neither the Joint Bookrunners, Akur, the Company or the Manager will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

(s)             neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty reserve tax under any sections 67,70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

(t)              if in the United Kingdom, it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, UK MAR and, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

(u)            it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

(v)             if in a member state of the EEA, it is a Qualified Investor;

(w)            it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the EU Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation;

(x)             if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners have been given to the proposed offer or resale;

(y)             if in the United Kingdom, that it is a UK Qualified Investor;

(z)             if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who is a high net worth entity falling within Article 49(2)(A) to (D) of the Order; or (iii) to whom this Announcement may otherwise lawfully be communicated;

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

(bb)          it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

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

(dd)          it has complied and will comply with all applicable laws with respect to anything done by it in relation to the Placing Shares (including all applicable provisions of FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom;

(ee)          if domiciled or having a registered office in an EEA state, it is either a state which has not implemented the AIFMD or is one of the following: Ireland, Luxembourg, Netherlands, Belgium, Finland, Sweden and, in the case of Ireland, Luxembourg or Netherlands it is a professional investor (as that term is defined in the AIFMD);

(ff)            if it is resident in Canada:

(i)          it understands that the offering of the Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Quebec (the "Canadian Private Placement Provinces") on a basis  exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada and as such, any resale of the Placing Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws;

(ii)         it is resident in one of the Canadian Private Placement Provinces;

(iii)        it is purchasing the Placing Shares as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution;

(iv)        it is not an individual;

(v)         it is an "accredited investor" as such term is defined in section 1.1 of NI 45-106 or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario), as applicable;

(vi)        it is a "permitted client" as such term is defined in section 1.1 of NI 31-103;

(vii)       it has not received any offering memorandum (as such term is defined under Canadian securities law) from any party in respect of the Placing or the Placing Shares;

(viii)      it understand that any resale of the Placing Shares acquired by it in the Placing must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority and that these resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada;

(ix)        it acknowledges that it is hereby notified that the Joint Bookrunners (or their affiliates) are relying on the exemption set out in section 3A.3 of National Instrument 33-105 - Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document, if applicable; and

(x)         no person has made any written or oral representations to such Placee (x) that any person will resell or repurchase the Instruments, (y) that any person will refund the purchase price of the Placing Shares, or (z) as to the future price or value of the Placing Shares; and

(gg)          if in Australia, that it is (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act, and (ii) a "wholesale client" as defined in section 761G(7) of the Corporations Act, and the issue of the Placing Shares to it does not require a prospectus or other form of disclosure document under the Corporations Act and no Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act;

(hh)          if in New Zealand, that it (i) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act and has delivered to the Company the necessary eligible investor certificate in accordance with clauses 41, 43 and 46 of Schedule 1 of the FMC Act. Any person in New Zealand who subscribes for Placing Shares will be deemed to have represented and warranted to the Company that it is a wholesale investor under the FMC Act falling within one of (i) to (v) above and further undertakes to provide all applicable certificates under the FMC Act to the Company, and agrees that no Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in New Zealand for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 3 of the FMC Act;

(ii)             if in Japan, it is a "qualified institutional investor" ("QII") as defined in the Cabinet Ordinance Concerning Definitions under Article 2 of the FIEL;

(jj)             if in South Africa, that (i) it is a person falling within the exemptions set out in section 96(1) (a) and (b) of the South African Companies Act (ii) this Announcement and the related Placing does not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for shares to the public as defined in the South African Companies Act (iii) this Announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act (iv) the information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of FAIS and does not constitute the furnishing of, any "advice" as defined in section 1(1) of FAIS, (v) the information contained in this Announcement is not and has not been construed as an express or implied recommendation, guidance or proposal that any particular transaction is appropriate to its particular investment objectives, financial situations or its needs as a prospective investor (vi) nothing in this Announcement is or has be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa;

(kk)           no action has been or will be taken by either the Company, the Manager, Akur, or the Joint Bookrunners or any person acting on behalf of the Company, the Manager, Akur, or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

(ll)             it and any person acting on its behalf: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (iii) has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, Akur, the Company, the Manager or any of their respective affiliates, directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing, and the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

(mm)       it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

(nn)          it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement, including this Appendix, on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as the Joint Bookrunners may in their absolute discretion determine and without liability to such Placee;

(oo)          its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Joint Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

(pp)          the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of the Company, the Manager, or the Joint Bookrunners will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company, the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Settlement Agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

(qq)          neither the Joint Bookrunners, Akur nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them, is making any recommendations to it or, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners or Akur and that neither the Joint Bookrunners nor Akur has any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

(rr)            in making any decision to subscribe for the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of the Joint Bookrunners or Akur;

(ss)           in connection with the Placing, the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may take up Placing Shares in the Company and in that capacity may subscribe for, retain, purchase or sell for its own account such Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

(tt)             that time shall be of the essence as regards its obligations pursuant to these terms and conditions;

(uu)          its commitment to acquire the Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consents be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

(vv)           these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, the Manager, Akur, or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

(ww)         the Company, the Manager, the Joint Bookrunners, Akur and their respective affiliates and others will rely upon the truth and accuracy of acknowledgements, warranties and agreements set forth herein and which are given to the Joint Bookrunners and Akur on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and each of the Manager, the Joint Bookrunners and Akur to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company, the Manager, the Joint Bookrunners and Akur;

(xx)           it will indemnify on an after-tax basis and hold the Company, the Manager, the Joint Bookrunners, Akur and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

(yy)           none of the Company, the Manager, Akur nor the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, undertakings, representations, warranties or indemnities in the Placing Agreement;

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

(aaa)        its commitment to take up Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, the Manager's or the Joint Bookrunners' conduct of the Placing.

The foregoing acknowledgements, confirmations, undertakings, representations and warranties are given for the benefit of each of the Company, the Manager, the Joint Bookrunners and Akur (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as 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 subscribed for 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, the Manager, the Joint Bookrunners nor Akur will be responsible and the Placees shall indemnify on an after-tax basis and hold harmless the Company, the Manager, the Joint Bookrunners, and Akur 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. If this is the case, each Placee should seek its own advice and notify the Joint Bookrunners accordingly.

Neither the Company, the Manager, the Joint Bookrunners nor Akur is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable 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 Manager, the Joint Bookrunners, Akur and their respective affiliates, agents, directors, officers and employees from any and all such stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including interest, fines or penalties relating thereto).

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

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Bookrunners 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 the Joint Bookrunners, any money held in an account with the Joint Bookrunners 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 the Joint Bookrunners' money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of its own business; and the Placee will rank only as a general creditor of the Joint Bookrunners.

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

The rights and remedies of the Joint Bookrunners, the Manager, Akur 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. If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to the Joint Bookrunners 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 by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, the Joint Bookrunners or their respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount) there shall remain a sum equal to the amount that would otherwise have been so payable.

 

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