Placing at 17 pence per share

12 February 2020

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF SOSANDAR PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

Sosandar plc (AIM: SOS), the online women's fashion brand, announces its intention to conduct a placing of 29,411,764 new ordinary shares in the capital of the Company (the "Placing Shares") to institutional investors at a placing price of 17 pence per Placing Share (the "Placing Price") to raise gross proceeds of £5 million (the "Placing"). In the event of excess demand, the Company reserves the right to increase the size of the Placing in its discretion.

The Placing is comprised of a firm placing of 24,428,450 new Ordinary Shares (the "Firm Placing") and a further placing of 4,983,314 new Ordinary Shares which is conditional, inter alia, on Shareholder approval (the "Conditional Placing"). The Placing is being arranged by Shore Capital, as agent for the Company.

The net proceeds raised from the Placing are expected to be used to provide further support for the continuation of Company's recently accelerated and successful growth strategy.

The Placing will be conducted by way of an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendix. The Placing Shares are not being made available to the public. Details of the number of Placing Shares and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild. The Placing is not being underwritten.

The Firm Placing is conditional upon, inter alia, Firm Placing Admission becoming effective and the Placing Agreement between the Company and Shore Capital not having been terminated. The Conditional Placing is conditional upon, inter alia, the passing of the Resolutions at the General Meeting to be convened by the Company, Conditional Placing Admission becoming effective and the Placing Agreement between the Company and Shore Capital not having been terminated. If the Conditional Placing is not approved by Shareholders at the General Meeting, then the Firm Placing will, assuming its conditions are satisfied, complete without the Conditional Placing.

A circular (the "Circular") containing details of the Placing is expected to be posted to Shareholders after the closure of the Bookbuild, along with a Form of Proxy to vote at the General Meeting.

The Appendix sets out further information relating to the Placing and the terms and conditions of the Placing.

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

Terms used in this announcement but not otherwise defined are defined and explained at the end of this announcement in the section headed "Definitions".

 

Enquiries

Sosandar plc www.sosandar.com
Julie Lavington / Ali Hall, Joint CEOs c/o Alma PR


Shore Capital
Heath Snyder / Fiona Conroy (Corporate Broking)
Patrick Castle / James Thomas / Michael McGloin (Corporate Advisory)
+44 (0) 20 7408 4090
Alma PR Limited (Financial PR) +44 (0) 20 3405 0205
Rebecca Sanders-Hewett / Susie Hudson / Sam Modlin sosandar@almapr.co.uk

 

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

The person responsible for arranging the release of this announcement on behalf of the Company is Julie Lavington, Joint CEO of the Company.

 

About Sosandar plc

Sosandar is an online womenswear brand, specifically targeted at a generation of women who have graduated from throwaway fashion and are looking for quality, affordable clothing with a premium, trend-led aesthetic. This is a section of the market that is currently being underserved.

Sosandar was launched in September 2016. The Sosandar business model is built around using trend-led, exclusive designs produced in-house and then manufactured using a variety of global suppliers. Sosandar caters for a growing market of fashion-conscious women, while utilising an outsourced logistics provider that can support its planned growth over the coming years.

Sosandar's founders are Ali Hall and Julie Lavington, who previously launched and ran high street fashion magazine Look, as editor and publishing director respectively. They have a combined experience of over 35 years in the fashion industry, including in the design, manufacture and sale of fashion ranges for some of the UK's high street retailers, including Debenhams, Office, Oasis and JD Williams.

More information is available at www.sosandar-ir.com

 

Important Notice

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Shore Capital and Corporate Limited or Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate Limited, "Shore Capital") or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors" as defined in article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), (B) if in the United Kingdom, persons 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 "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

This 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 or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

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

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for 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 Shore Capital or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Shore Capital or by any of its affiliates or by any of their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed (including, without limitation, as to whether or not any subscriber of Placing Shares may be entitled to claim EIS and/or VCT income tax relief pursuant to EIS Legislation and VCT Legislation). Nothing in this Important Notice shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

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

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

Members of the public are not eligible to take part in the Placing and no public offering of securities is or will be made.

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

Set out below is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild. The final Circular and Notice of General Meeting will be sent to Shareholders and published on the Company's website shortly after the closure, and announcement of the results, of the Bookbuild.

 

1. Introduction

The Company announced that it is raising £5 million (before commissions and expenses) through an institutional placing of new Ordinary Shares at the placing price of 17 pence per new Ordinary Share. The Placing Price is a 5.6% discount to the closing mid-market price per Ordinary Share on 11 February 2020, being the last dealing day prior to the announcement of the Placing. The Placing will be comprised of a firm placing of 24,428,450 new Ordinary Shares and a further placing of 4,983,314 new Ordinary Shares which is conditional, inter alia, on Shareholder approval. The Placing, which was arranged by the Company's broker, Shore Capital, as agent for the Company. Further details of the terms of the Placing are set out below in paragraph 3 (Use of proceeds) and paragraph 7 (Details of the Placing).

2. Background to, and reasons for, the Placing

In July 2019, the Company raised gross proceeds of £7 million through a placing of new Ordinary Shares. The proceeds from this placing allowed, inter alia, the Company to accelerate its growth by carefully deploying funds to strengthen its design capability, widen its product range and trial additional marketing channels. As part of this, the Company trialled a number of new marketing initiatives including selective TV advertising. These new marketing initiatives significantly increased the Company's brand recognition and awareness. In September 2019, the first month TV advertising commenced, the Company saw a record number of email subscriber sign-ups with a 222% increase on August 2019 and the equivalent to approximately six months' performance in the prior year. Given the results from the new marketing initiatives, the Company announced in October 2019 that the Board had taken the strategic decision to accelerate the growth of the business by investing further in TV advertising.

On 20 January 2020, the Company announced a trading update for the three months ended 31 December 2019 in which it stated the following:

"The Company's very strong trading performance in autumn has continued into winter with the Company delivering a record quarter during which net revenues in each month exceeded £1.2 million. Revenue for the period was above management's expectations at £3.8m, a 136% increase on the same period in 2018 and significantly exceeding the revenue generated for the entire first half of the financial year (£2.8m). This was driven through product range expansion and increased TV investment after the successful September trial. The performance of TV was especially pleasing given this is a peak period where competition is high and cut through can be difficult.

"Following the increased investment in customer acquisition as previously announced, the Company has seen a substantial growth in its active customer database which now stands at over 110,000, an increase of 93% on the same period in the prior year, and 47% up on 31 September 2019. Repeat orders in the quarter increased 140% on the same period in 2018 to 51,320, demonstrating that once customers engage with Sosandar's product range and unique design aesthetics they remain loyal to, and highly engaged with, the brand."

Given the continued strong performance of the Company and the results from its recently accelerated growth strategy, the Board believes that the potential opportunity for the Company is significantly bigger than previously thought. Accordingly, the Board believes that it is in the best interests of the Company to raise additional equity to allow the Company to continue with its accelerated growth plan.

3. Use of proceeds

The net proceeds of the Placing are expected to be used to provide further support for the continuation of Company's recently accelerated and successful growth strategy, specifically by:

4. Current trading and prospects

On 20 January 2020, the Company announced a trading update for the three months ended 31 December 2019, which included the following highlights for the period compared to the same period in 2018:

"Net cash of £4.2m and stock increased from £1.9m at 30 September 2019 to £3.5m at 31 December 2019 reflecting increased stock landing pre-Christmas for post-period selling."

5. EIS status

No assurance has been obtained from HMRC or any other person that a subscription for Ordinary Shares in the Company is a "qualifying holding" for the purpose of investment by investors under the EIS Legislation.

The status of the Ordinary Shares as a qualifying holding for EIS purposes will be dependent on a number of factors, including that the Company is a "qualifying company" and the Company carries on a "qualifying trade" for EIS purposes.

Neither the Company nor Shore Capital, nor any of their respective directors, officers, employees, agents or advisers gives any warranty, representation or undertaking that any EIS investment in the Company is a qualifying holding for the purposes of EIS (or, in the event that it is deemed to be a qualifying holding as at Admission, that it will remain so). The Company does not give any guarantee, undertaking or other assurance that it conducts or will conduct its business in a way which ensures that the Company will meet the requirements of the EIS Legislation or that if it does it will continue to do so. The Company has obtained no assurance from HMRC that any EIS relief may be, is or will continue to be available to the participants in the EIS Placing or any other person and any and all liability in this regard is disclaimed in respect of the Directors, the Company and its officers, employees, agents and advisers. 

Investors considering making a qualifying EIS investment must seek their own professional advice in order that they may fully understand how the EIS Legislation may apply in their individual circumstances.

6. VCT status

No assurance has been obtained from HMRC or any other person that a subscription for Ordinary Shares in the Company is a "qualifying holding" for the purpose of investment by VCTs.

The status of the Ordinary Shares as a qualifying holding for VCT purposes will be dependent on a number of factors, including that the Ordinary Shares are "eligible shares" and a "qualifying holding" for VCT purposes.

Neither the Company nor Shore Capital, nor any of their respective directors, officers, employees, agents or advisers gives any warranty, representation or undertaking that any VCT investment in the Company is a qualifying holding (or, in the event that it is deemed to be a qualifying holding as at Admission, that it will remain so). The Company does not give any guarantee, undertaking or other assurance that it conducts or will conduct its business in a way which ensures that the Company will meet the requirements of the VCT Legislation. The Company has obtained no assurance from HMRC or any other person that any VCT relief may be, is or will continue to be available to the participants in the VCT Placing or any other person and any and all liability in this regard is disclaimed in respect of the Directors, the Company and its officers, employees, agents and advisers. 

VCTs considering making a qualifying VCT investment must seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances.

7. Details of the Placing

7.1 The Placing

The Firm Placing Shares and the Conditional Placing Shares have been placed with new and existing investors at a price of 17 pence per Placing Share. The Placing is expected to raise, in aggregate, £5 million (before commissions and expenses).

The Placing Shares, when issued, will represent approximately 15.3% of the Enlarged Share Capital immediately following Admission. Assuming that the Resolutions are passed at the General Meeting, it is expected that the Placing Shares will be admitted to trading on AIM on 4 March 2020.

The Firm Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a) the Placing Agreement becoming or being declared unconditional in all respects in relation to the Firm Placing Shares (save for Firm Placing Admission) and not having been terminated in accordance with its terms in respect of the Firm Placing Shares prior to Firm Placing Admission; and

(b) Firm Placing Admission becoming effective on or before 8.00 a.m. on 4 March 2020 or such later date as the Company and Shore Capital may agree, being no later than 8.00 a.m. on 31 March 2020.

The Conditional Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a) the Placing Agreement becoming or being declared unconditional in all respects in relation to the Conditional Placing Shares (save for Conditional Placing Admission) and not having been terminated in accordance with its terms in respect of the Conditional Placing Shares prior to Conditional Placing Admission;

(b) the passing of the Resolutions set out in the Notice of General Meeting; and

(c) Conditional Placing Admission becoming effective on or before 8.00 a.m. on 4 March 2020 or such later date as the Company and Shore Capital may agree, being no later than 8.00 a.m. on 31 March 2020.

Given the above conditions to the Placing, if the Conditional Placing is not approved by Shareholders at the General Meeting, then the Firm Placing will, assuming its conditions are satisfied, complete without the Conditional Placing.

7.2 The Placing Agreement

Pursuant to the terms of the Placing Agreement, Shore Capital has conditionally agreed to use its reasonable endeavours, as agent for the Company, to procure subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary warranties from the Company in favour of Shore Capital in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Shore Capital in relation to certain liabilities they may incur in respect of the Placing. Shore Capital has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement or the occurrence of certain force majeure events which would, in Shore Capital's opinion, be likely to materially prejudice the success of the Placing.

The Placing Agreement provides for payment by the Company to Shore Capital of certain commissions and fees in connection with their appointment. The Company will bear certain other expenses of, and incidental to, the Placing.

7.3 Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence on AIM on 4 March 2020, with Conditional Placing Admission also subject to the passing of the Resolutions at the General Meeting.

8. Recommendation

The Directors consider the Conditional Placing to be in the best interests of the Company and its Shareholders as a whole and, accordingly, unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their beneficial holdings amounting, in aggregate, to 18,726,385 Ordinary Shares as at 11 February 2020 (being the last practicable date prior to the publication of this announcement), representing approximately 11.5% of the Existing Ordinary Shares.

 

DEFINITIONS

The following definitions apply throughout this announcement (including the Appendix) unless the context otherwise requires:

"2019 AGM" the annual general meeting of the Company held on 23 September 2019;
"Act" the Companies Act 2006 (as amended from time to time);
"Admission" Firm Placing Admission and Conditional Placing Admission;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time);
"Company" or "Sosandar" Sosandar plc, a company incorporated and registered in England and Wales with registered number 05379931;
"Conditional Placing" subject to receiving shareholder approval at the General Meeting, the placing of the Conditional Placing Shares at the Placing Price on behalf of the Company pursuant to the Placing Agreement;
"Conditional Placing Admission" admission of the Conditional Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"Conditional Placing Shares" the 4,983,314 new Ordinary Shares to be issued and allotted by the Company pursuant to the Conditional Placing, of which no new Ordinary Shares will be EIS Placing Shares, 589,915 new Ordinary Shares will be VCT Placing Shares and 4,393,399 new Ordinary Shares will be Non-EIS/VCT Placing Shares;
"Directors" or "Board" the directors of the Company or any duly authorised committee thereof;
"EIS" Enterprise Investment Scheme under provisions of Part 5 of the Income Tax Act 2007;
"EIS Legislation" the provisions of Part 5 of the Income Tax Act 2007 and sections 150A to 150C of, and Schedule 5B to, the Taxation of Chargeable Gains Act 1992 (in each case, as amended);
"EIS Placing" the placing of the EIS Placing Shares;
"EIS Placing Shares" the new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing to investors seeking to benefit from the tax advantages under the EIS Legislation;
"Enlarged Share Capital" the sum of the Existing Ordinary Shares and the Placing Shares;
"Existing Ordinary Shares" the 162,856,358 Ordinary Shares in issue at the date of this announcement;
"FCA" the UK Financial Conduct Authority;
"Firm Placing" the placing of the Firm Placing Shares at the Placing Price on behalf of the Company pursuant to the Placing Agreement, which is being undertaken using existing shareholder authorities obtained at the 2019 AGM;
"Firm Placing Admission" admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
"Firm Placing Shares" the 24,428,450 new Ordinary Shares to be issued and allotted by the Company pursuant to the Firm Placing of which no new Ordinary Shares will be EIS Placing Shares, 2,891,788 new Ordinary Shares will be VCT Placing Shares and 21,536,662 new Ordinary Shares will be Non-EIS/VCT Placing Shares;
"Form of Proxy" the form of proxy accompanying the Circular for use by Shareholders in connection with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"General Meeting" the general meeting of the Company to be held at the Company's registered office at 40 Water Lane, Wilmslow, Cheshire, SK9 5AP at 10.30 a.m. on 2 March 2020;
"Group" the Company and its subsidiaries (as defined in the Act) as at the date of this announcement;
"HMRC" Her Majesty's Revenue & Customs;
"London Stock Exchange" London Stock Exchange plc;
"MAR" the Market Abuse Regulation (EU 596/2014);
"Non-EIS/VCT Placing Shares" the new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing to investors not seeking to benefit from the tax advantages under the VCT Legislation or EIS Legislation;
"Notice of General Meeting" the notice convening the General Meeting which is set out at the end of the Circular;
"Ordinary Shares" the ordinary shares of £0.001 (0.1 pence) each in the capital of the Company;
"Placing"  the placing of the Placing Shares;
"Placing Agreement" the conditional agreement dated 12 February 2020 and made between (1) the Company, (2) SCC and (3) SCS in relation to the Placing, further details of which will be set out in the Circular;
"Placing Price" 17 pence per Placing Share;
"Placing Shares" the 29,411,764 new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing, comprised of the Conditional Placing Shares and the Firm Placing Shares;
"Regulation S" Regulation S under the Securities Act;
"Resolutions" the resolutions set out in the Notice of General Meeting;
"Restricted Jurisdictions" the United States, Australia, Canada, Japan, the Republic of South Africa and any other jurisdiction where the extension or availability of the Placing would breach any applicable law or regulation;
"SCC" Shore Capital and Corporate Limited, the Company's nominated adviser for the purposes of the AIM Rules;
"SCS" Shore Capital Stockbrokers Limited, the Company's broker for the purposes of the AIM Rules;
"Securities Act" the US Securities Act of 1933, as amended;
"Shareholders" holders of Ordinary Shares from time to time;
"Shore Capital" SCC and/or SCS as the case may be;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"US" or "United States" the United States of America, each State thereof (including the District of Columbia), its territories, possessions and all areas subject to its jurisdiction;
"VCT" a company which is, or is seeking to become, approved as a venture capital trust under Part 6 of the Income Tax Act 2007;
"VCT Legislation" the provisions of Part 6 of the Income Tax Act 2007 and sections 151A and 151B of the Taxation of Capital Gains Act 1992 (in each case as amended);
"VCT Placing" the placing of the VCT Placing Shares; and
"VCT Placing Shares" the new Ordinary Shares to be issued and allotted by the Company pursuant to the Placing to investors seeking to benefit from the tax advantages pursuant to the VCT Legislation.

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE CAPITAL") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"), (B) IF IN THE UNITED KINGDOM, PERSONS 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 "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTIVE REGULATION ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") APPLIES OR (C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

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

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company or Shore Capital or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

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

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Shore Capital and Corporate Limited ("SCC"), which is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital Stockbrokers Limited ("SCS"), which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as broker to the Company in the United Kingdom for the purposes of the AIM Rules. Persons receiving this announcement should note that SCC and SCS are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SCC and SCS or for advising any other person on the transactions and arrangements described in this announcement. No representation or warranty, express or implied, is made by SCC or SCS as to any of the contents of this announcement in connection with the Placing, or otherwise.

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

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

Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the "Placing Agreement") with Shore Capital. Pursuant to the Placing Agreement, Shore Capital has, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares (the "Placing").

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

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

Application for Admission

Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM. It is expected that Firm Placing Admission will become effective and that dealings in the Firm Placing Shares will commence on 4 March 2020.

Application will be made to the London Stock Exchange for the Conditional Placing Shares to be admitted to trading on AIM. Subject to the passing of the Resolutions which are set out within the Notice of General Meeting, it is expected that Conditional Placing Admission will become effective and that dealings in the Conditional Placing Shares will commence on 4 March 2020.

Principal terms of the Placing

1. Shore Capital is acting as agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Shore Capital to participate. Shore Capital and any of its affiliates are entitled to participate in the Placing as principal.

3. The price per Placing Share (the "Placing Price") is a fixed price of 17 pence and is payable to Shore Capital (as agent for the Company) by all Placees.

4. The Bookbuild closing time is at the discretion of Shore Capital and is expected to close in short order. Shore Capital may, in agreement with the Company, accept bids received after the Bookbuild has closed.

5. The final number of Placing Shares to be issued in the Placing will be determined following conclusion of the book-building exercise to be carried out by Shore Capital in connection with the Placing and will be communicated through a further announcement by or on behalf of the Company through a Regulatory Information Service.

6. Each Placee's allocations of both Firm Placing Shares and Conditional Placing Shares will be determined by Shore Capital in accordance with the principles of allocation discussed between Shore Capital and the Company and will be confirmed orally by Shore Capital and each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Shore Capital. The terms of this Appendix will be deemed incorporated in that contract note.

7. Shore Capital's oral confirmation of either or both an allocation of Firm Placing Shares and Conditional Placing Shares will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Shore Capital and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Shore Capital's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

8. Each Placee's allocation and commitment to subscribe for Placing Shares 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 Shore Capital's consent will not be capable of variation or revocation after the time at which it is submitted.

9. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Shore Capital, as agent for the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

10. Except as required by law or regulation, no press release or other announcement will be made by Shore Capital 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.

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

12. All obligations under the 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 "Termination of the Placing".

13. By participating in the Placing, 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.

14. To the fullest extent permissible by law, neither: (a) Shore Capital, nor (b) any of its affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with Shore Capital as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of Shore Capital) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Shore Capital nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Shore Capital's conduct of the Placing or of such alternative method of effecting the Placing as Shore Capital and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Conditions of the Placing

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

The obligations of Shore Capital under the Placing Agreement are conditional, inter alia, on:

1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading in any material respect on and as of the date of the Placing Agreement and on Admission as though they had been given and made on such date by reference to the facts and circumstances then subsisting;

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

3. in respect of the Conditional Placing, the passing of the Resolutions at the General Meeting;

4. the Company delivering, by no later than 4.00 p.m. on the dealing day immediately prior to the expected date of Firm Placing Admission and Conditional Placing Admission (but dated the day of such Admission), to Shore Capital a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was materially untrue, inaccurate or misleading in any material respect when made or would cease to be materially true and accurate or would become materially misleading were it to be repeated by reference to the facts and circumstances as at immediately prior to such Admission;

5. the obligations of Shore Capital not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional; and

6. Firm Placing Admission occurring not later than 8.00 a.m. on or around 4 March 2020 or such later time as Shore Capital may agree in writing with the Company (but in any event not later than 8.00 a.m. on 31 March 2020) and Conditional Placing Admission occurring not later than 8.00 a.m. on or around 4 March 2020 or such later time as Shore Capital may agree in writing with the Company (but in any event not later than 8.00 a.m. on 31 March 2020).

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by Shore Capital) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither Shore Capital, the Company nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

Shore Capital may waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

Shore Capital may, at any time before Admission, terminate its obligations under the Placing Agreement by giving notice to the Company if, inter alia:

1. any of the warranties in the Placing Agreement was untrue, inaccurate or misleading, in each case, in any material respect when made on the date of the Placing Agreement and/or that any of the warranties would be untrue, inaccurate or misleading, in each case, in any material respect if it were to be repeated at any time prior to Admission;

2. any statement contained in this announcement, or certain of the other documents delivered in relation to the Placing, is or has become untrue, incorrect or misleading in any material respect;

3. the Company is in material breach of any provisions of the Placing Agreement;

4. the London Stock Exchange, the FCA or any other agency in any jurisdiction launches or threatens to launch an investigation into the affairs of the Company and its group or the trading of the Ordinary Shares;

5. there occurs a material adverse change in or an event having a serious adverse effect on, the condition (financial or other), trading position or prospects or results of operations or general affairs of the Company and its group taken as a whole, such that in the opinion of Shore Capital the Placing Shares cannot be placed successfully; or

6. any one of a number of force majeure events specified in the Placing Agreement occurs,

and such events would in the reasonable opinion of Shore Capital be likely to materially prejudice the success of the Placing.

By participating in the Placing, each Placee agrees with Shore Capital that the exercise by Shore Capital of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Shore Capital and that Shore Capital need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Shore Capital shall not have any liability whatsoever to the Placees in connection with any such exercise.

No prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to Shore Capital and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Shore Capital (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither Shore Capital nor any of its Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).

By participating in the Placing, each Placee acknowledges to and agrees with Shore Capital for itself and as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Further details regarding EIS and VCT status

No assurance has been obtained from HMRC or any other person that a subscription for Ordinary Shares in the Company is a "qualifying holding" for the purpose of investment by investors under the EIS Legislation.

The status of the Ordinary Shares as a qualifying holding for EIS purposes will be dependent on a number of factors, including that the Company is a "qualifying company" and the Company carried on a "qualifying trade" for EIS purposes. The Company does not give any guarantee, undertaking or other assurance that it conducts or will conduct its business in a way which ensures that the Company will meet the requirements of the EIS Legislation or that if it does it will continue to do so.

No assurance has been obtained from HMRC or any other person that a subscription for Ordinary Shares in the Company is a "qualifying holding" for the purpose of investment by VCTs.

The status of the Ordinary Shares as a qualifying holding for VCT purposes will be dependent on a number of factors, including that the Ordinary Shares are "eligible shares" and a "qualifying holding" for VCT purposes. The Company does not give any guarantee, undertaking or other assurance that it conducts or will conduct its business in a way which ensures that the Company will meet the requirements of the VCT Legislation. The actual availability of EIS relief and qualifying status for VCT purposes would be contingent upon certain conditions being met by both the Company and the relevant investors. Consequently, there is no guarantee that any of the new Ordinary Shares will qualify for EIS relief or be a "qualifying holding" for the purposes of investment by VCTs.

Neither the Company nor Shore Capital, nor any of their respective directors, officers, employees, agents or advisers gives any warranty, representation or undertaking that any EIS or VCT investment in the Company is a qualifying holding for the purposes of EIS or VCT (or, in the event that it is deemed to be a qualifying holding as at Admission, that it will remain so).

Investors must take their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BDGS8G04) following Admission will take place within the CREST system, subject to certain exceptions. Shore Capital reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, 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.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Shore Capital and settlement instructions.

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 the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or Shore Capital may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Shore Capital: (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares; (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf; and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to Shore Capital (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it: (a) not receiving payment in full for such Placing Shares by the required time; and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.

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

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

Representations and warranties

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

1. represents and warrants that it has read and understood this announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this announcement (including this Appendix);

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

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Shore Capital, their respective Affiliates and any person acting on their behalf 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 announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4. acknowledges that the Placing Shares will be admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and the Company's admission document (collectively, the "Exchange Information"), and that it is able to obtain or access such information without undue difficulty and has read and understood the Exchange Information;

5. acknowledges that neither Shore Capital nor any of its Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that Shore Capital or any of its Affiliates or any person acting on their behalf to provide it with any such material or information;

6. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Shore Capital nor any of its Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither Shore Capital nor any of its Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;

7. represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is the information contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has made its own assessment of, and has relied on its own investigation with respect to, the Placing Shares, the Placing and the Company in connection with its decision to subscribe for the Placing Shares;

8. acknowledges that it is not relying on any investigation that Shore Capital, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

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

10. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under the Market Abuse Regulation (EU 596/2014) ("MAR");

11. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Shore Capital, any of its Affiliates or any person acting on their behalf and understands that (i) neither Shore Capital, nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither Shore Capital, nor any of its Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) neither Shore Capital, nor any of its Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise;

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

13. represents and warrants that it understands that: (i) the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; and (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;

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

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

16. represents and warrants that it is subscribing for the Placing Shares for investment purposes, and not with a view to offer, resell, or distribute within the meaning of US securities law;

17. represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation, or in circumstances in which the prior consent of Shore Capital has been given to the offer or resale;

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

19. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this announcement has not been approved by Shore Capital in its capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

21. represents and warrants that it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the EU Market Abuse Regulation (2014/596/EU), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

22. if in the United Kingdom, represents and warrants that it is a person falling within (a) Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage and dispose of any Placing Shares that are allocated to it for the purposes of its business;

23. if in the United Kingdom, represents and warrants that it is a qualified investor as defined in Article 2(e) of the Prospectus Regulation, acting as principal or in circumstances to which section 86(2) of FSMA applies;

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

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

26. if it has received any confidential price sensitive information about the Company in advance of the Placing (including inside information as defined under MAR), it warrants that it has received such information within the marketing soundings regime provided for in article 11 of MAR and associated delegated regulations and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

27. acknowledges that neither Shore Capital, nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither Shore Capital, nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Shore Capital's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

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

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

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

31. represents and warrants that (unless otherwise agreed with Shore Capital) it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of any Restricted Jurisdiction and acknowledges and agrees that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, the Placing Shares may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

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

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

34. represents and warrants that it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Shore Capital, the Company, any of their respective Affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax 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 agrees to indemnify the Company and Shore Capital on an after tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Shore Capital who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

35. acknowledges that the Placing Shares will be issued subject to the terms and conditions set out in this announcement (including this Appendix);

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

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

38. acknowledges that time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;

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

40. irrevocably authorises the Company and Shore Capital to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this announcement; and

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

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

No claim shall be made against the Company, Shore Capital, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this announcement or the performance of its obligations pursuant to this announcement or otherwise in connection with the Placing.

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

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

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

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

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

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

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

Each Placee may be asked to disclose in writing or orally to Shore Capital:

(a) if he is an individual, his nationality; or

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

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; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital 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 Placing Shares.

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

 

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