Regulatory News

Proposed Placing

15 December 2021

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES SECTION OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN OTAQ PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF OTAQ PLC.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING AND OTHER MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION AS PERMITTED BY UK MAR. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THEREFORE, UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THOSE PERSONS WHO RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

 

OTAQ, the marine technology products and solutions group for the global aquaculture and offshore oil and gas industries, today announces its intention to conduct a placing (the "Placing") to raise gross proceeds of £1.38 million through the issue of 6,272,729 new ordinary shares in the capital of the Company (the "Placing Shares") to investors at a placing price of 22 pence per Placing Share (the "Placing Price").

The Placing will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following release of this placing announcement (the "Announcement").

In conjunction with the Placing, certain Directors of the Company intend to subscribe for Placing Shares at the Placing Price. It is anticipated that the total proceeds of such participation will amount to approximately £75,000.

Dowgate Capital Limited ("Dowgate") is acting as Sole Broker in connection with the Placing.

Summary and Highlights

The Placing is required in order to address the OTAQ's near-term working capital needs, strengthen the Company's balance sheet and to take advantage of the significant accessible opportunities which the Board believes are available to OTAQ in its addressable markets.

The Placing is subject to the approval by the Company's shareholders of the resolutions to be proposed at a General Meeting (as defined below) of the Company (the "Resolutions"). The Company expects to publish a circular in connection with the Placing in the coming days (the "Circular").

Phil Newby, Chief Executive Officer of OTAQ, said: "This is an exciting time for the business. Having established a portfolio of internally-developed technologies, we have a number of growth opportunities that we are looking to maximise in 2022. Continued development and investment will underpin expected growth in existing and new markets, enabling the Company to establish new revenue streams that will afford increased visibility.  We very much look forward to the next stage of our development and believe we are well placed to deliver against our ambitions."

 

 

Enquiries

OTAQ plc

Via Walbrook

Alex Hambro, Non-Executive Chairman

 

Phil Newby, Chief Executive Officer

 

Matt Enright, Chief Financial Officer

 
  

Dowgate Capital Limited - Financial Adviser & Broker

+44 (0)20 3903 7715

David Poutney / James Serjeant

 

Nicholas Chambers / Russell Cook

 
  

Walbrook PR Limited - PR

+44 (0)20 7933 8780 or

[email protected]

Tom Cooper / Nick Rome / Nicholas Johnson

 07971221972 or 07748325236 or 07884664686

 

 

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

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Placing

15 December 2021

Announcement of the results of the Placing

15 December 2021

Publication and dispatch of the Circular (including the notice of the General Meeting)

16 December 2021

Latest time and date for receipt of Forms of Proxy or submission of proxy votes electronically

10 a.m. on 6 January 2022

General Meeting

10 a.m. on 10 January 2022

Announcement of the results of the General Meeting

10 January 2022

Admission and commencement of dealings in the Placing Shares

8.00 a.m. on 11 January 2022

Placing Shares credited to CREST accounts (uncertificated holders only)

8.00 a.m. on 11 January 2022

Expected dispatch of definitive share certificates in respect of Placing Shares in certificated form

8.00 a.m. on 18 January 2022

Note:

All references in this Circular are to London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to shareholders by announcement through a regulatory information service.

Background to and reasons for the transaction

The Group is a marine technology company focused on marine aquaculture, fisheries, offshore, and renewable industries. It operates in three primary segments:

  • rental of acoustic deterrent devices ("ADDs") designed to deter seals and sea lions from attacking fish farms;
  • the rentals of underwater measurement and leak detection devices in the offshore oil & gas market; and
  • the design, manufacture and supply of underwater communication and other marine goods.

Its product portfolio includes Sealfence, an acoustic deterrent system designed to protect fish farming sites from sea lions and seals and OceanSense, which helps in underwater leak & cement detection.  The Group also manufactures underwater connectors, penetrators, and communication systems and has a strong track record of developing new products for use in its core segments.

More recently, the Group has diversified into the shrimp sector through its investment in, and supply agreement with, Minnowtech LLC ("Minnowtech") and, additionally, geo tracking technology following its purchase of the trade and assets of ROS Technology Limited.

Aquaculture

OTAQ is a proven innovator in marine technology and engineering, creating solutions that optimise aquaculture operations across the world. The Group delivers products to meet the evolving demands of modern fisheries. Aquaculture is amongst the world's fastest growing food production sectors.

Sealfence

The Company's main aquaculture sales have historically been from its Sealfence product, which uses acoustic technology to deter seal and sea lion predators from fish farming sites. The Group's key target markets are in Scotland, Chile and wider European finfish markets. To date OTAQ has delivered and installed over 1,300 Sealfence devices.

Marine Scotland in 2020 announced a review of ADD use in connection with the operation of the European Protected Species ("EPS") regulations related to the use of ADDs within Scottish waters (the "Marine Scotland Review"). In relation to the Marine Scotland Review, the Company has previously announced that the trial programme for the Company's ADDs with Marine Scotland has now concluded and the results are hoped to be received around the end of the first quarter in 2022. The Board continues to believe that the programme data will support and better inform the EPS licensing process.

Shrimp Biomass

The Company announced on 25 November 2021 that it has entered into a new and exclusive multi-year contract to supply US company Minnowtech with the Group's sonar technology. Minnowtech, which is developing a non-invasive technology for managing shrimp farming around the world, has jointly developed with OTAQ, a proprietary shrimp biomass solution for which the Group's sonar hardware is a key component.

OTAQ has supplied units for testing purposes, with a value to date of over US$50,000, which have performed in excess of expectations in real-world field tests, offering significantly better results than comparable sonar products when tested alongside OTAQ's sonar. Minnowtech is now preparing for commercial launch in a target country in Asia where an estimated 100,000 plus shrimp ponds are in operation and could benefit from Minnowtech's solution. The signing of the new contract begins with an initial order for over US$200,000 of further sonars with an expectation of further orders from 2022. OTAQ holds a beneficial interest in approximately 15.2 per cent. of Minnowtech's ordinary share capital.

As previously announced, as a consequence of the ongoing Marine Scotland Review, one of the Group's main customers operating in Scotland has served notice terminating its contract for use of the Group's ADDs, effective April 2022. Accordingly, the Board has taken mitigating action and is considering a range of funding options, including a significant EU development grant for which the Company has successfully completed the first application stage and will understand the outcome of the second stage in 2022. In addition, the Company is reviewing its working capital opportunities and restructuring some of its financial obligations as well as looking to capitalise on current and prospective new opportunities.

Harmful Algal Bloom Analysis

The Company is developing its Live Plankton Analysis System ("LPAS") which identifies and monitors pollutants and water quality for the aquaculture sector. The technology is designed to identify Harmful Algal Blooms which are a particularly challenging and increasingly significant issue for both finfish and shellfish farming. In May 2021 the Company completed a 10 per cent. equity investment of US$300,000 in Blue Lion Labs LLC ("Blue Lion"), a Canadian aquaculture technology start up. Contemporaneously cooperation and licensing agreements were signed with Blue Lion to expedite the development of LPAS, with Blue Lion having specialised solutions to efficiently identify phytoplankton.

Offshore

The Group produces a range of marine technology products for the offshore and renewables industries, supplying customers around the world including subsea oil and gas, renewable energy, remotely operated vehicle operations, commercial diving and oceanographic research. OTAQ specialises in subsea leak and cement detection, laser measurement systems, underwater imagery & telemetry solutions, as well as subsea survey solutions.

Product and Business Developments

The Group continues to make progress on a number of other projects, including additional ADD deployment in Chile and ADD trials in Australia.

OTAQ are developing this specialist location tracker application where high functional performance is required, the Group has secured contracts to supply a major sporting event with a beneficial tracking application, tracking multiple race competitors.

The Group is also in advanced negotiations to develop and supply personnel trackers to enhance railway workforce safety.

Current trading and prospects

As announced in the interim results to 30 September 2021 released earlier today, aquaculture revenue has been adversely impacted in the period at £0.9 million (H1 2020: £1.2 million) and against £2.6 million in the full year to 31 March 2021. The Aquaculture division has suffered from the challenges of Covid-19 travel restrictions and the uncertainty in the Scottish market resulting from the Marine Scotland regulatory review. However, despite ongoing travel restrictions, progress has been made in Chile with 288 (30 September 2020: 130) Sealfences units being rented by Chilean customers at the end of the period. The successful conclusion in October 2021 of a six-month trial with a major Chilean salmon farmer has resulted in discussions about a further rollout to the customer's sites. Chile also expects to see the final quarter launch of OTAQ's mooring inspection offering, which will utilise the Offshore division's Dragonfish laser measurement device, to provide a required service to ensure salmon farm moorings are operating as expected.

The Offshore division has performed well during the period with new product launches of OceanSense 4 and the seabed survey product, Lander, helping revenue to grow to £0.4 million (H1 2020: £0.3 million). The new products launched by the Offshore division are expected to help the division achieve double digit growth for the full year to 31 March 2022 of around £0.9 million (2021: £0.5 million).

The Connectors division moved into larger premises in November 2020 which has provided the required facility to help the division grow. Unfortunately, Connectors was impacted in the first two months of the year due to Covid-related supply issues and labour shortages but has recovered well in the final four months to achieve Revenue of £0.5 million (H1 2020: £0.5 million) and following several significant customer orders, is on track to exceed the sales of £0.9 million achieved in the year to March 2021.

OTAQ's investment in the shrimp industry through Minnowtech will see additional revenue in the second half of the year with 27 sonars delivered to Minnowtech by December 2021 and an order placed for 100 more to be delivered in Q4. This will deliver over £0.2 million of revenue. Minnowtech's business plans forecast rollout of a high three figure number of sonars, which will be supplied by OTAQ, in the 2022 calendar year.

Adjusted EBITDA declined to a loss of £0.2 million from £0.4 million in 2020. This decline resulted from lower revenue in the period but also a change in the sales mix as higher EBITDA-contributing aquaculture revenue was replaced in part with lower margin product sales. There was additionally no grant in this period as there was in 2020 (2020: £0.1 million). Overheads increased in part due to increased research costs incurred that have been required in order to gain regulatory approval for the Tasmanian salmon market as well as ongoing research costs supporting the Marine Scotland review.

The net debt position of £1.3 million is a result of the losses generated in the period as well as continued development of the Group's research and development portfolio. Investment in Sealfence units has also continued as a result of the commitment to new Sealfences made in the first half of the previous financial year. In order to facilitate the development of the Group's LPAS, an investment in Blue Lion, a Canadian company with specialty in plankton detection, was made in May 2021 for US$300,000.

The impact of the regulatory review in the Scottish aquaculture market is now being starkly felt and is evident in the interim results to 30 September 2021 and will impact the full year results. OTAQ is actively engaged with Marine Scotland and the Group continues to work towards the hoped for positive conclusion of this work around the end of the first calendar quarter of 2022.

As a result of the Group diversifying and developing its interests outside of the Scottish salmon market, Chile has seen growth in the first half of the year and the recent successful conclusion of a six-month trial with a major Chilean salmon farmer is expected to lead to increased growth in Chile in the second half of the year and beyond.

The Group's investment and collaboration with Minnowtech has resulted in a multi-year supply agreement signed to support Minnowtech's launch into Asia.

Outside of Aquaculture, the Offshore division has launched a survey product to support seabed surveys in the renewables sector with one unit sold already. The next iteration of the OceanSense product was also launched, named OceanSense 4, and is seeing strong interest with one unit sold for a large five figure sum. The Connectors division is now, although belatedly, benefitting from the move to new premises with a new six-figure order signed with an existing customer as well as multiple five-figure orders signed helping support the expectation of double digit percentage growth in the division.

The Board anticipates that revenues for the full year will be broadly in line with the full year to 31 March 2021, although as a result of the challenges set out above, it is expected that higher costs will result in an EBITDA loss for the full year. The Board remains committed to continuing business development and will continue to rigorously pursue its product development program during this period, although the timing and results of these from these initiatives cannot yet be predicted with certainty.

Use of proceeds

The Company intends to use the proceeds of the Placing:

  • for the completion of key development projects;
  • to fund aquaculture revenue losses sustained as a result of the ongoing Marine Scotland Review;
  • for working capital; and
  • restructuring costs.

Details of the Placing

Dowgate is acting as Sole Broker in connection with the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement. Dowgate will commence the Bookbuild in respect of the Placing immediately following the release of this Announcement. The timing of the closing of the Bookbuild and allocations are at the absolute discretion of Dowgate and the Company.

The Placing is subject to the conditions and termination rights set out in the placing agreement between the Company and Dowgate (the "Placing Agreement"). Further details of the Placing Agreement can be found in the terms and conditions contained in the Appendix to this Announcement.

In accordance with the Placing Agreement, Dowgate has agreed to use reasonable endeavours to procure, as agent for the Company, Placees to subscribe for the Placing Shares at the Placing Price.

The Placing Price of 22 pence per share represents a discount of 10.2 per cent. to the closing price of 24.5 pence per existing ordinary share on 14 December 2021 (being the last business day prior to this Announcement).

Directors' participation in the Placing

Certain Directors have indicated they wish to subscribe for Placing Shares for an aggregate number of 340,911 Placing Shares.

Circular and General Meeting

Completion of the Placing is conditional upon, inter alia, the approval by shareholders of certain resolutions to be proposed at a general meeting of the Company (the "General Meeting"). Notice of the General Meeting will be set out in the Circular.

The Circular will, following publication, be sent to shareholders and made available on the Company's website: www.OTAQ.com.

Application for Admission

Application will be made for the Placing Shares to be admitted to listing on the standard segment of the Official List and to trading on London Stock Exchange plc's (the "London Stock Exchange"), the London Stock Exchange's main market for listed securities. Subject to shareholder approval at the General Meeting, it is expected that admission of the Placing Shares will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 11 January 2022 ("Admission").

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.  PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT OR ANY PART OF IT IN OR INTO THE UNITED STATES.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND DOWGATE TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN OTAQ PLC.

The distribution of this Announcement and/or the Placing and/or issue of, or subscription for, the Placing Shares, in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Dowgate or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession this Announcement comes are required by the Company and Dowgate to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offering of Placing Shares is being made in any such jurisdiction. No copy or part of this Announcement and the information contained in it may be released, published or distributed, directly or indirectly, to persons in a Restricted Jurisdiction or any other jurisdiction in which such release, publication or distribution would be unlawful unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and such shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. 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 the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

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

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") 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, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements.  Forward-looking statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Undue reliance should not be placed on any forward-looking statements made in this Announcement by or on behalf of the Company, which speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Dowgate, which is authorised and regulated by the FCA in the United Kingdom, is acting as broker and bookrunner exclusively to the Company and to no-one else in connection with the Bookbuilding Process, Placing and Admission and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Bookbuilding Process, the Placing or Admission 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 Dowgate or by any of its Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, 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.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The contents of this Announcement have not been reviewed by any regulatory authority in the United Kingdom or elsewhere. Recipients of this Announcement should exercise caution in relation to the Placing if they are in any doubt as to the contents of this Announcement and seek independent professional advice.

The Placing Shares to be issued pursuant to the Placing will not be admitted to any stock exchange other than the standard segment of the Official List and to trading on the London Stock Exchange's Main Market

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

Information to Distributors

UK product governance

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors, investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The UK 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 UK Target Market Assessment, Dowgate will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

EEA product governance

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 in the European Economic Area (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 the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in the MiFID II Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EEA Target Market Assessment"). Notwithstanding the EEA 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 capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EEA 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 EEA Target Market Assessment, Dowgate will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EEA 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 determining appropriate distribution channels.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA, the London Stock Exchange or any other authority in relation to the Placing or the Placing Shares and no such prospectus is required to be published. Placees' commitments will be made solely on the basis of the information contained in this Announcement and the business and financial information that the Company is required to publish in accordance with UK MAR and the rules and practices of the London Stock Exchange and of the FCA (including the Listing Rules) (collectively the "Exchange Information") or has (or will have prior to Admission) published via a regulatory information service ("Publicly Available Information") (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the rights that such Placee would have as a matter of law in the absence of this paragraph). Placees' commitments will also be subject to the further terms set forth in the form of confirmation to be provided to individual prospective Placees.

Each Placee, by participating in the Placing, acknowledges and agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than (a) the Exchange Information and/or Publicly Available Information, (b) the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees and (c) the form of confirmation referred to above), representation, warranty or statement made by or on behalf of Dowgate, the Company, their respective Affiliates or any other person. None of Dowgate, the Company, their respective Affiliates or any other person has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Dowgate, the Company or any of their Affiliates.

Each Placee, by accepting a participation in the Placing, 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.  Neither the Company nor Dowgate is making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Dowgate, under which, on the terms and subject to the conditions set out in the Placing Agreement, Dowgate, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.  Dowgate will today commence the Bookbuild for the purpose of determining the demand for participation in the Placing by Placees. The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by Dowgate (in consultation with the Company) following completion of the Bookbuild. This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not being underwritten (in whole or in part) by Dowgate or any other person.

The Placing Agreement contains customary warranties given by the Company to Dowgate as to matters relating to the Company and its business and a customary indemnity given by the Company to Dowgate in respect of liabilities arising out of, or in connection with, the Placing.

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

Each Placee agrees to indemnify on demand and hold Dowgate, the Company, and their respective affiliates harmless from any all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgments, undertakings, warranties and agreements set forth in these terms and conditions and any contract note.

The Placing is also conditional upon the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with its terms. Further details of conditions in relation to the Placing are set out below in the paragraph entitled "Conditions of the Placing".

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of Placing Shares will not be issued.

Application for admission to trading

Application will be made to the FCA for admission of the Placing Shares to the standard segment of the Official List and to London Stock Exchange for admission of the Placing Shares to trading on the London Stock Exchange's Main Market.

It is expected that Admission will take place no later than 8.00 a.m. on 11 January 2022 and that dealings in the Placing Shares on the Main Market will commence at the same time.

Payment for shares

Each Placee has a separate, irrevocable and binding obligation to pay the Placing Price in cleared funds for the number of Placing Shares duly allocated to the Placee under the Placing in the manner and by the time directed by Dowgate. If any Placee fails to pay as so directed and/or by the time directed, the relevant Placee's application for Placing Shares shall at Dowgate's discretion either be rejected or accepted in which case the paragraph below entitled "Registration and Settlement" shall apply to such application.

Principal terms of the Bookbuild and Placing

  1. Dowgate is acting as bookrunner and broker to the Placing, as agent for and on behalf of the Company.  Dowgate is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Dowgate or for providing advice in relation to the matters described in this Announcement.
  2. Dowgate is receiving corporate finance fees and certain commissions on the Placing.
  3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Dowgate to participate.  Dowgate and any of its respective affiliates are entitled to participate in the Placing as principal.
  4. The price per Placing Share (the "Placing Price") is fixed at 22 pence and is payable to Dowgate by all Placees.
  5. The book for the Placing will open with immediate effect. The accelerated bookbuilding process (the "Bookbuilding Process") is expected to close not later than [6.00] p.m. (London time) today, but may be closed at such earlier or later time as Dowgate, in its absolute discretion, determines and Dowgate may, in agreement with the Company, also accept bids that are received after the Bookbuild has closed. Further announcements will be made following the closure of the Bookbuilding Process detailing the results of the Bookbuilding Process.
  6. Each Placee's allocation is determined by Dowgate in its discretion following consultation with the Company and has been or will be confirmed orally by Dowgate and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Dowgate and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Placing Price and otherwise 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 Dowgate's written consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
  7. Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by Dowgate. The terms and conditions of this Announcement will be deemed incorporated in that form of confirmation.
  8. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Dowgate (as agent for the Company), to pay to Dowgate (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.
  9. 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".
  10. All obligations of Dowgate 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".
  11. 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 that Placee.
  12. To the fullest extent permissible by law and applicable FCA rules, none of (a) Dowgate; (b) any of Dowgate's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Dowgate as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Dowgate), (d) any person acting on Dowgate's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to the Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither Dowgate nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Dowgate and the Company may agree.

Registration and Settlement

Each Placee allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with Dowgate stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Dowgate and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Dowgate.

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Dowgate's receipt of payment in full for such Placing Shares by the relevant time to be stated in the form of confirmation referred to above, or by such later time and/or date as Dowgate and the Company may in their absolute discretion determine, or otherwise in accordance with that confirmation's terms.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Dowgate in accordance with either the standing CREST or certificated settlement instructions which they have in place with Dowgate.

Settlement of transactions in the Placing Shares (ISIN: [GB00BK6JQ137]) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST of the Placing Shares is expected to take place on 11] January 2022 unless otherwise notified by Dowgate, and Admission is expected to occur on 11 January] 2022 unless otherwise notified by Dowgate. Admission and settlement may occur at an earlier date.  In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Dowgate may agree that the Placing Shares should be issued in certificated form. Dowgate therefore reserves the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means as it deems 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. As Dowgate intends that the proceeds from the issue of Placing Shares will be paid within one Business Day of the delivery of the Placing Shares, it is agreed that Dowgate will use the CASS Delivery Versus Payment exemptions (as set out in CASS 6.1.12R and CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of the Placing Shares and/or monies relating to the Placing.

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

Each Placee agrees that, if it does not comply with these obligations:  (a) the Company may elect at its discretion to be released from all obligations with respect to the issue of all or any such Placing Shares to such Placee; and/or (b) Dowgate may sell (and is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of Dowgate (i) 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, (ii) 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 (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (c) such Placee shall remain liable to Dowgate for the full amount of any losses or shortfall and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on Dowgate all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which Dowgate lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of 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 United Kingdom 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 Dowgate 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.

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 Dowgate under the Placing Agreement in respect of the Placing are, conditional upon, inter alia:

  1. the Company having complied with all its obligations and having satisfied all conditions to be performed or satisfied by it under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
  2. the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
  3. the passing of the Resolutions to be proposed at the General Meeting, or any adjournment thereof; and
  4. Admission taking place not later than 8.00 a.m. on 11 January 2022 (or such later date as may be agreed in writing between the Company and Dowgate),

(all conditions to the obligations of Dowgate included in the Placing Agreement being together, and some of which are summarised above, the "conditions").

If any of the conditions set out in the Placing Agreement is not fulfilled in all respects, or is not waived in writing in whole or in part by Dowgate or becomes incapable of being fulfilled (and is not so waived) on or before the required time and/or date specified for fulfilment or, if no time and/or date is specified for the fulfilment thereof, by 8.00 a.m. on 11 January 2022 (or such later time(s) and/or date(s) as Dowgate may agree (being not later than 31 March 2022)) and the Placing Agreement is then terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof against Dowgate and/or the Company or any of their respective affiliates. By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Certain conditions may be waived in whole or in part by Dowgate, in its absolute discretion by notice in writing to the Company and Dowgate may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Dowgate may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Dowgate, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them 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 Dowgate.

Termination of the Placing

Dowgate may terminate the Placing Agreement, in accordance with its terms, at any time prior to an Admission if, inter alia:

(a)  the Company fails to comply with its obligations under the Placing Agreement or the terms of the Placing, which Dowgate considers (acting reasonably) to be material in the context of the Placing, Admission or any of the transactions contemplated by the Placing Agreement;

(b)  in the opinion of Dowgate (acting reasonably), any of the warranties or undertakings in the Placing Agreement is untrue or inaccurate in any respect by reference to the facts or circumstances subsisting at that time or a matter has arisen that might reasonably be expected to give rise to a claim under the indemnities in the Placing Agreement;

(c)  any statement contained in the Placing Documents (as defined in the Placing Agreement) is or has become untrue, inaccurate or misleading in any respect or a matter has arisen which would, if the Placing was made at that time, constitute a material omission from the Placing Documents (as defined in the Placing Agreement) or any of them;

(d)  in the opinion of Dowgate (acting reasonably), there shall have been any material adverse change (whether or not foreseeable at the date of the Placing Agreement) in, or any development reasonably likely to involve a prospective material adverse change in the condition (financial, tax, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Group taken as a whole, whether or not arising in the ordinary course of business;

(e)                 there shall develop, occur or come into effect:

(i)            a suspension or cancellation by the London Stock Exchange of trading in the Company's securities;

(ii)           a banking moratorium declared by the UK authorities;

(iii)          any law or governmental or other regulation applicable to the Group which in the opinion of Dowgate in its absolute discretion (acting in good faith) materially and adversely affects (or is so likely to affect) the business of the Group or the Placing;

(iv)          any outbreak or escalation of hostilities, any attack on, act of terrorism, or declaration of a national emergency or war by, the United Kingdom, any EU Member State or the United States of America which in the opinion of Dowgate in its absolute discretion (acting in good faith) make it impractical or inadvisable to proceed with the Placing;

(v)           any other calamity, crisis (including an escalation in any epidemic or pandemic (including the COVID-19 pandemic) on or after the date of the Placing Agreement or material change in the financial, political, economic or market conditions in the United Kingdom, any EU Member State or the United States of America or elsewhere or in currency exchange rates or controls which in the opinion of Dowgate in its absolute discretion (acting in good faith) makes it impractical or inadvisable to proceed with the Placing; or

(vi)          any other crisis of national or international effect which in the opinion of Dowgate in its absolute discretion (acting in good faith) makes it impracticable or inadvisable to proceed with the Placing.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee against Dowgate and/or the Company or any of their respective affiliates in respect thereof.

By participating in the Placing, each Placee agrees with the Company and Dowgate that the exercise by the Company or Dowgate of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Dowgate and that neither of the Company nor Dowgate need make any reference to such Placee and that neither Dowgate, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Dowgate of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Dowgate and the Company, in each case as a fundamental term of its application for Placing Shares:

1                 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;

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

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

(f)              it is a UK Qualified Investor; and

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

(i)    the Placing Shares acquired by and/or subscribed for by it in the Placing have not been acquired and/or subscribed for on a non-discretionary basis on behalf of, nor have they been acquired or subscribed for with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors or in circumstances which may give rise to an offer of securities to the public other than an offer or resale, in the United Kingdom, to UK Qualified Investors, or in circumstances in which the prior consent of Dowgate has been given to each such proposed offer or resale; or

(ii)   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

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

(h)            it is an EEA Qualified Investor;

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

(i)      the Placing Shares acquired by and/or subscribed for by it in the Placing have not been acquired and/or subscribed for on a non-discretionary basis on behalf of, nor have they been acquired or subscribed for with a view to their offer or resale to, persons in a Relevant State other than EEA Qualified Investors or in circumstances which may give rise to an offer of securities to the public other than an offer or resale, in a Relevant State, to EEA Qualified Investors, or in circumstances in which the prior consent of Dowgate has been given to each such proposed offer or resale; or

(ii)     where Placing Shares have been acquired or subscribed for by it on behalf of persons in a Relevant State other than EEA 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;

5                 (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares is, and at the time the Placing Shares are acquired will be, outside of the United States; (ii) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S; and (iii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S;

6                 it, and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares, is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;

7                 unless otherwise specifically agreed with Dowgate, it and/or the person on behalf it is participating 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 national or resident of, or a corporation, partnership or other entity organised under the laws of, or with an address in, any Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

8                 the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

9                 it understands, and each account it represents has been advised that 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, acquired, resold, transferred or delivered, directly or indirectly, within, or into or in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any securities laws of any state or other jurisdiction of the United States;

10              that no action has been or will be taken by the Company, Dowgate or any person acting on behalf of the Company or Dowgate that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

11              it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons 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;

12              if in the United Kingdom, unless otherwise agreed by Dowgate, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

13              it has not distributed, forwarded, transferred or otherwise transmitted, and will not distribute, forward, transfer or otherwise transmit any materials relating to the Placing Shares (including this Announcement or any part of it, or any other presentational or other materials) and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (with respect to which it has the authority to make the statements set out in this Announcement) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect to any Placing Shares; save that if it is a private client stockbroker or fund manager, it confirms that in purchasing Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase Placing Shares for the account of any third party;

14              it acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing in any jurisdiction 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;

15              the Ordinary Shares are admitted to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market, and that the Company is therefore required to publish certain business and financial information in accordance with the Listing Rules and UK MAR, 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 that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

16              in accepting its participation in the Placing, it is relying solely on this Announcement, the Exchange Information and the Publicly Available Information (save that in the case of Exchange Information and Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) and not on any other information given, or representation, warranty or statement made at any time, by any person concerning the Company, the Placing Shares or the Placing. It agrees that neither the Company nor Dowgate, nor any of their respective Affiliates nor persons acting on their behalf will have any liability for any other information, warranty or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information, warranty or representation;

17              it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current;

18              neither Dowgate 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 Dowgate or any of its Affiliates nor any person acting on their behalf provide it with any such material or information; nor is it relying on any investigation that Dowgate, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company;

19              the content of this Announcement is exclusively the responsibility of the Company and neither Dowgate 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 Dowgate 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;

20              it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for 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 its subscription for Placing Shares, including the associated 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;

21              it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);

22              if it has received any confidential price sensitive information (including inside information as defined under UK MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR 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;

23              it is aware of its obligations regarding insider dealing, including, without limitation, as contained within the Criminal Justice Act 1993 and UK MAR, and confirms that it has and will continue to comply with those obligations;

24              it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement at the due time and on the due date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Dowgate and the Company determine;

25              it has not relied on any information relating to the Company contained in any research reports prepared by Dowgate and its Affiliates or any person acting on their behalf and understands that (a) neither Dowgate nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for publicly available information relating to the Company or any representation made in relation to the Company; (b) neither Dowgate 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 this Announcement or otherwise; and (c) neither Dowgate 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 this Announcement or otherwise;

26              it and/or each person on whose behalf it is participating (a) is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (b) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (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 including this Appendix) which may be required thereunder and has complied with all necessary formalities; (c) has all necessary capacity and authority and is entitled to commit to its 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 in this Appendix; (d) has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (e) has not taken any action which will or may result in the Company or Dowgate or any of their 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; and (f) if it is a pension fund or investment company, is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

27              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 Dowgate in its capacity as an authorised person 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 a financial promotion by an authorised person;

28              it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the FS Act) in respect of anything done in, from or otherwise involving the United Kingdom;

29              it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, any Money Laundering Sourcebook of the FCA and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") 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 Money Laundering Regulations;

30              in order to ensure compliance with the Money Laundering Regulations, Dowgate or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Dowgate or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Dowgate's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Dowgate's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, Dowgate (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Dowgate and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on subscription will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

31              its participation in the Placing will 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;

32              neither Dowgate, 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 participation in the Placing is on the basis that it is not and will not be a client of Dowgate and Dowgate has any duties or responsibilities to it for providing the protections afforded to its clients or customers, and further that neither Dowgate, 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 Dowgate's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

33              it irrevocably appoints Dowgate and any of its duly authorised officers 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;

34              any person who confirms to Dowgate on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Dowgate to notify the Placee's name to the Company's registrars, has authority to do so on behalf of the Placee;

35              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. Neither Dowgate, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, Dowgate and their respective Affiliates 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 Dowgate who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

36              (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

37              it agrees to participate in the Placing on the basis that the Placing Shares will be allotted to the CREST stock account of Dowgate who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

38              any money held in an account with Dowgate 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 made under FSMA. The Placee acknowledges that such money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Dowgate's money in accordance with the client money rules and will be used by Dowgate in the course of its business; and the Placee will rank only as a general creditor of Dowgate;

39              Dowgate will invoke the CASS Delivery Versus Payment exemptions (as set out in CASS 6.1.12R and CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of the Placing Shares and/or monies relating to the Placing;

40              neither it nor, as the case may be, its clients expects Dowgate to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and Dowgate is not acting for it or its clients, and Dowgate will not be responsible for providing the protections afforded to customers of Dowgate or for providing advice in respect of the transactions described in this Announcement;

41              time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions;

42              the basis of any Placee's allocation in the Placing will be determined together by Dowgate and the Company in their absolute discretion. The right is reserved to reject in whole or in part and/or to scale back any participation in the Placing;

43              its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix 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 consent be obtained with respect to the conduct of the Placing;

44              Dowgate and its Affiliates acting as an investor for its or their own account(s) may subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Dowgate and/or any of its respective Affiliates acting as an investor for its or their own account(s). Each Placee further acknowledges that Dowgate and its Affiliates may enter into financing arrangements and swaps with investors in connection with which Dowgate and any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Dowgate nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

45              it will (or will procure that its nominee will) if applicable, make notification to the Company of any interest in the Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

46              any documents or communications sent to a Placee will be sent at the Placee's risk and may be sent to any address notified by it to Dowgate;

47              the exercise by Dowgate of any right or discretion under the Placing Agreement shall be within the absolute discretion of Dowgate and need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Dowgate or the Company, or any of their respective Affiliates, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

48              the Company, Dowgate and others will rely upon the truth and accuracy of the confirmations, acknowledgements, representations, warranties, indemnities, agreements and undertakings in this Announcement ("Placing Confirmations") and, if any of the foregoing Placing Confirmations is or becomes no longer true or accurate, the Placee shall promptly notify Dowgate;

49              if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised and has full power and authority to make, and does make, the Placing Confirmations on behalf of each such account and it acknowledges that it is and will remain liable to Dowgate and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for or on behalf of another person);

50              it agrees to indemnify on an after-tax basis and hold harmless each of the Company, Dowgate, 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 by it of the Placing Confirmations; and

51              its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation thereto, shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Dowgate or the Company in any jurisdiction.

The Placing Confirmations referred to above are given to each of the Company and Dowgate (for their own benefit and, where relevant, the benefit of their respective Affiliates) and any person acting on their behalf, are irrevocable and shall not be capable of termination by a Placee in any circumstances and will survive completion of the Placing and Admission.

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

 

The rights and remedies of Dowgate 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 or more remedies will not prevent the exercise of others. The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by Dowgate.

No claim shall be made against the Company, Dowgate or their respective Affiliates or any other person acting on their behalf 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 any 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.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Dowgate 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Dowgate in the event that the Company and/or Dowgate have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Dowgate accordingly.

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

All times and dates in this Announcement may be subject to amendment. Dowgate shall notify the Placees and any person acting on behalf of the Placees of any such changes.

The information contained in this Announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.

Data Protection

The processing of a Placee's personal data by the Company will be carried out in compliance with the applicable data protection legislation and with its Privacy Notice, a copy of which can be found on the Company's website at www.OTAQ.com

Each Placee acknowledges that it has read and understood the processing activities carried out by the Company as informed in the referred Privacy Notice.

 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

"Admission"

the admission of the Placing Shares to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market, which is expected to take place at 8.00 a.m. on 11 January 2022

"Affiliate"

the Company, Dowgate or any of their or any of their respective directors, officers, partners, agents, employees, affiliates, advisers, consultants or, in the case of Dowgate, persons connected with them as defined in FSMA

"Announcement"

this announcement, including the Appendix

"Appendix"

the appendix to this Announcement

"Board" or "Directors"

the board of directors of the Company

"Bookbuild"

the accelerated bookbuilding process being undertaken by the Dowgate as agent for the Company in relation to the Placing

"certificated" or "in certificated form"

refers to an Ordinary Share which is not in uncertificated form (that is, not in CREST)

"Circular"

the Circular to be posted to members of the Company enclosing the Notice of General Meeting, in the agreed form

"Companies Act"

the Companies Act 2006 as amended

"Company" or "OTAQ "

OTAQ plc (incorporated and registered in England and Wales with registered number 11429299) whose registered office is at 8-3-4 Harpers Mill, South Road, White Cross, Lancaster, England, LA1 4XF

"CREST"

the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form

"Dowgate"

Dowgate Capital Limited (registered in England and Wales with registered number 02474423) whose registered office is at 15 Fetter Lane, London EC4A 1BW, the Company's bookrunner and broker

"Enlarged Share Capital"

the 37,678,269 Ordinary Shares in issue immediately following Admission, including the Placing Shares

"Euroclear"

Euroclear UK & International Limited, the operator of CREST

"Existing Ordinary Shares"

the 31,405,540 issued Ordinary Shares of the Company as at the date of this Announcement

"FCA"

the Financial Conduct Authority of the UK

"Form of Proxy"

the form of proxy for use at the General Meeting and enclosed with the Circular

"FS Act"

the Financial Services Act 2012

"FSMA"

the Financial Services and Markets Act 2000, as amended

"General Meeting"

the general meeting of the Company to be held at 8-3-4 Harpers Mill, South Road, White Cross, Lancaster LA1 4XF on 10 January 2022 at 10.00 a.m., notice of which will be set out in the Circular

"Group"

the Company and its subsidiary undertakings (as defined in the Companies Act) as at the date of this Announcement

"Listing Rules"

the listing rules made by the FCA pursuant to Part VI of the FSMA

"London Stock Exchange"

London Stock Exchange plc

"Notice of General Meeting"

The notice in agreed form convening the General Meeting at which the Resolutions will be proposed

"Ordinary Shares"

the ordinary shares of 15 pence each in the capital of the Company

"Placees"

the persons procured or to be procured by Dowgate to subscribe for the Placing Shares at the Placing Price;

"Placing"

the placing by Dowgate on behalf of the Company of the Placing Shares at the Placing Price pursuant to the terms of the Placing Agreement

"Placing Agreement"

the conditional agreement dated 15 December 2021 between the Company and Dowgate relating to the Placing

"Placing Price"

22 pence per Placing Share

"Placing Shares"

the 6,272,729 new Ordinary Shares which have been conditionally placed by Dowgate with institutional and other investors pursuant to the Placing

"Registrars"

Share Registrars Limited of Molex House, The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX

"Regulation S"

Regulation S promulgated under the US Securities Act;

"Regulatory Information Service"

a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website, http://www.fca.org.uk/

"Resolutions"

the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting which will be set out in the Circular

"Securities Act"

the United States Securities Act of 1933, as amended

"Shareholders"

registered holders of Ordinary Shares

"uncertificated" or "in uncertificated form"

an Ordinary Share recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"UK MAR"

the UK version of the Market Abuse Regulation (2014/596/EU) (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"United States" or "US"

the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof

"£"

pounds sterling, the lawful currency of the UK