THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR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

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.

For immediate release

28 September 2022

LoopUp Group plc
("LoopUp", the "Group" or the "Company")

Proposed Capital Raising expected to raise a minimum of £3 million

Launch of proposed Placing by way of accelerated bookbuild

LoopUp Group plc (AIM: LOOP), the cloud platform for premium specialist communications, today announces its intention to carry out a placing (the "Placing") of new ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") at a price of 5.0 pence per share (the "Issue Price").  

The Placing is subject to the terms and conditions set out in this announcement and the appendix hereto (the "Appendix") (together, the "Announcement") and is being conducted by way of an accelerated bookbuild that will be launched immediately following the publication of this Announcement. Cenkos Securities plc ("Cenkos") and Panmure Gordon (UK) Limited ("Panmure Gordon") are acting as lead bookrunners in connection with the Placing with Turner Pope Investments (TPI) Limited ("TPI") acting as joint bookrunner.

Alongside the Placing, a separate subscription ("Subscription") for new Ordinary Shares ("Subscription Shares") is being undertaken by the Company at the Issue Price. The Placing together with the Subscription (together, the "Capital Raising") is expected to raise a minimum of £3 million before expenses.

In addition, to provide shareholders and other investors who did not initially participate in the Placing the opportunity to invest in the Company, following the closing of the accelerated bookbuild, TPI will conduct a broker offer (the "Broker Offer") allowing additional subscriptions for new Ordinary Shares through TPI at the Issue Price (the "Broker Offer Shares") with a value expected to be around £1.0 million (which may be increased by agreement between the Company and TPI in the case of sufficient demand), with priority being given to existing shareholders of the Company.

It is expected that the Placing and the Subscription will comprise a minimum of 60,000,000 New Ordinary Shares, representing approximately 56.5 per cent. of the existing issued share capital of the Company. The Capital Raising is being split with the issue of 10,352,848 new Ordinary Shares (the "First Tranche Shares") expected to be issued and admitted to trading on AIM on 3 October 2022 ("First Tranche Admission")  to utilise existing shareholder authorities with the balance of the Placing Shares, Subscription Shares and Broker Offer Shares (the "Second Tranche Shares") to be issued and admitted to trading on AIM ("Second Tranche Admission") shortly after, and conditional on, inter alia, the passing of the Resolutions at the General Meeting (each as defined below).

The Issue Price represents a discount of approximately 21.9 per cent. to the closing middle market price of 6.4 pence per Ordinary Share on 28 September 2022.

Strategic overview and Capital Raising

Since 2020, the Group has been transitioning its business and expanding its technology into a broader cloud platform for hybrid communications, and now has three lines of business:

The Capital Raising, the proceeds of the Broker Offer and the expected cash generation from the PGi Connect agreement, will:

Meetings and PGi Connect deal

The Group's Remote Meetings business has been declining in the post pandemic environment as enterprises progressively embrace more holistic Unified Communications (UC) platforms, such as Microsoft Teams, which incorporate meetings functionality.

However, on 1 September 2022, the Group announced that it had entered into a major revenue sharing and customer transfer agreement with PGi Connect, giving LoopUp the rights to transfer materially all of PGi Connect's conferencing services customers over to LoopUp. While no initial or fixed consideration is payable, the Group will pay PGi Connect a share of revenue invoiced and received from successfully transferred customers for a period of three years.

On 2 September 2022, PGi Connect sent out the first (and largest) batch of contract assignment notices to c.8,100 of its direct enterprise customers, concerning the transition of services to LoopUp from 1 October 2022. As at July 2022, these 8,100 customers have an annualised revenue run-rate of c.£34 million to PGi Connect.

The Group has prior experience of large-scale customer transitions onto its platform following the acquisition of MeetingZone in 2018. The Group is not taking on any of PGi's infrastructure, equipment, datacentres or vendor contracts, making the transition clean and cost efficient. Nevertheless, from customers' perspective, the transition will be seamless with dial-in numbers, meetings access codes and active calling rates remain unchanged in nearly all cases, and with standard PGi terms and conditions remaining in place meaning no re-contracting.

While this is clearly a highly material level of assigned business, and while more is expected to be taken on in due course relating to PGi Connect's indirect business, the Group is making prudent assumptions regarding transition loss for non-term-committed customers as well as general ongoing business attrition, and so expects the PGi agreement to generate revenue of approximately £10 million and net cash contribution to the Group of approximately £5 million over the twelve-month period from October 2022 to September 2023.

Cloud Telephony

In Q3 2020, the Group launched its Cloud Telephony solution, which has since developed into its primary growth line of business for the long-term future of the Group. The Cloud Telephony market is forecast to grow to $29 billion by 2025, and the Group's aspiration is to become one of a small number of winners in the multinational mid-market and enterprise segment, providing customers with single-vendor service provision globally rather than the status quo of multiple telecommunications carriers in specific countries and regions.

Since launch, the Group has secured 60 customer wins, comprising 130 individual contracts, and has done so at an accelerating win rate:

In aggregate, these 60 customer wins represent:

Operationally, all customer deployments to date have been successful, and all rollouts are progressing positively. One customer win case study is a leading global communications consulting firm with c.7,000 employees across 30 countries. The Group has successfully rolled out now to 18 of these countries with minimum committed ARR of c.£260K, bringing the customer's number of telephony vendors down from 20 to 1 in those countries. The remaining 12 countries are scheduled to be rolled out by March 2023. Other customer wins include a US-headquartered Fortune 100 technology company, a Germany-headquartered global industrial group, an Asia-Pacific-headquartered global food group, and a French-headquartered global logistics company. 

In addition to these 60 customer wins, the Group's sales pipeline of potential new Cloud Telephony opportunities continues to grow and now stands at more than £100 million of additional potential ARR, of which approximately 15% is at written proposal stage or later. The pipeline includes:

The Group is achieving this strong and accelerating commercial traction in Cloud Telephony due to its differentiated offer for multinational mid-market and enterprise customers versus competition from telecommunications carriers and UC platform calling plans. Specifically, this includes the Group's:

Hybridium

Following the acquisition of SyncRTC Inc. in October 2021 (www.hybridium.com), rebranded Hybridium combines video wall, hologram and virtual live stage technology, bringing unrivalled engagement and analytics to larger scale hybrid education, corporate training and events such as management onsites, departmental kick-offs, capital markets days and thought leadership seminars. Events with Hybridium benefit from ultra-low latency at ultra-high resolution, with full video wall layout flexibility facilitating any content on any screen.

In April 2022, Hybridium signed a deal with Telefónica for the deploying of its solution at 'Universitas', Telefónica's global innovation and talent hub located at its Madrid headquarters in Distrito Telefónica. While the Group wishes to sell Hybridium to more large enterprises, such as Telefónica, and while building pipeline for such opportunities is very achievable in the post pandemic hybrid working environment, the purchase ticket price is material (with the associated hardware), and many enterprises are still in the phase of assessing and formulating their future working policies rather than making major investments.

As such, the Group's primary planned route to market for this technology in the near term will be via renting a LoopUp-owned and managed facility, which will be at a much lower ticket price of approximately £15,000 per half day rental. The Group has identified a primary location in the City of London and is at heads of terms for a lease. The Group believes this route to market has the potential for fast investment payback and the potential to replicate in other major urban centres, as well as being an effective shop window and experiential facility for further enterprise sales such as Telefónica.

For context, planned forward-looking investment in Hybridium is materially less than that in Cloud Telephony at approximately one tenth of the investment.

Balance sheet strengthening and restructuring of existing debt arrangements

The proceeds of the First Tranche Admission will enable the Group to cover short-term working capital requirements and support the transfer of Meetings customers from PGi Connect. The Capital Raising overall - together with cash generation from the PGi Connect deal and the R&D tax credit of £1.9 million that the Group expects to receive in October or November 2022 - will enable the Group to strengthen its balance sheet and support the next phase of investment in Cloud Telephony (primary) and Hybridium (secondary).

In 2018, the Group entered into a term loan with Bank of Ireland for £17.0 million, which has since reduced to a current balance of £6.9 million, and a revolving credit facility. On the basis of the Group's deal with PGi Connect and this proposed Capital Raising, the Group and Bank of Ireland have agreed the following changes to the term loan arrangements:

Interim results

As announced on 1 September 2022, the Group reconfirms that it expects revenues of approximately £6.6 million for the six month period ended 30 June 2022, at a gross margin of approximately 67%, and an Adjusted EBITDA (operating profit before depreciation, amortization of development costs and acquired tangibles, exceptional reorganisation costs and share-based payment charges) loss of approximately £1.5 million. Gross cash and net debt were approximately £0.7 million and £8.0 million respectively at 30 June 2022, prior to the receipt of an R&D tax credit of c.£1.9 million that the Group expects to receive in October or November 2022.

The Group has been managing its operations carefully during its recent period of strategic transition in order to preserve cash, and as such, H1 2022 staff and overhead costs were approximately 6 percent below equivalent H1 2021 levels.

The Group will announce its unaudited interim results for the period ended 30 June 2022 by 30 September 2022.

Summary investment case

The Directors summarise the Group's investment case as follows:

The Placing and Broker Offer

The Placing is subject to the terms and conditions set out in the Appendix. Cenkos, Panmure Gordon and TPI have today entered into a placing agreement with the Company in relation to the Placing (the "Placing Agreement").

The Placing Agreement contains customary warranties from the Company in favour of Cenkos, Panmure Gordon and TPI relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos, Panmure Gordon and TPI and their affiliates in relation to certain liabilities they may incur in respect of the Placing and Broker Offer. Cenkos and Panmure Gordon can terminate the Placing Agreement at any time prior to Admission in certain circumstances, including in the event of a breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or, the occurrence of a force majeure event or a material adverse change affecting the financial position or business or prospects of the Company. If this right to terminate is exercised prior to First Tranche Admission, the Capital Raising and the Broker Offer will not proceed. If this right to terminate is exercised after First Tranche Admission but prior to Second tranche Admission, Second Tranche Admission only will not proceed.

Details of the Placing

Cenkos and Panmure Gordon will commence a bookbuilding process in respect of the Placing immediately following the publication of this Announcement (the "Bookbuilding Process"). The number of Placing Shares to be issued to Placees in connection with the Placing will be determined by the Company in consultation with Cenkos and Panmure Gordon following the close of the Bookbuilding Process. An announcement is expected to be made with final details of the Capital Raising no later than 8.00 a.m. on 29 September 2022.

Pursuant to the terms of the Placing Agreement, Cenkos and Panmure Gordon, as agents for the Company, have conditionally agreed to use their reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price with certain institutional investors.  First Tranche Admission is conditional, inter alia, on (i) the Placing Agreement not having been terminated in accordance with its terms and (ii) admission of the First Tranche Shares to trading on AIM becoming effective at 8.00 a.m. on 3 October 2022 or such later date as Cenkos, Panmure Gordon and the Company may agree being no later than 8.30 a.m. on 4 October 2022. Second Tranche Admission is conditional, inter alia, on (i) the passing by the Company's shareholders of resolutions to authorise the Directors to issue and allot the Second Tranche Shares on a non-pre-emptive basis (which will be set out in detail in a circular expected to be distributed by the Company to its shareholders on or about 29 September 2022) (the "Resolutions") at a general meeting of the Company to be held on or around 17 October 2022 (the "General Meeting"), (ii) the Placing Agreement not having been terminated in accordance with its terms and (iii) admission of the Second Tranche Shares to trading on AIM becoming effective at 8.00 a.m. on 18 October 2022 or such later date as Cenkos, Panmure Gordon and the Company may agree being no later than 8.30 a.m. on 28 October 2022. If the Placing and Subscription is terminated following the First Tranche Admission but before the Second Tranche Admission it is likely that the Company would have insufficient working capital for its purposes.

The bookbuilding process will open with immediate effect following the release of this Announcement. The timing of the closing of the Bookbuilding Process, the number of Placing Shares and allocations are to be agreed between Cenkos, Panmure Gordon and the Company. Details of the number of Placing Shares taken up under the Placing, together with any Subscription Shares, will be announced as soon as practicable after the close of the Bookbuilding Process. Neither the Capital Raising nor the Broker Offer is underwritten.

Details of the Broker Offer

To provide shareholders and other investors who did not initially participate in the Placing the opportunity to invest in the Company, under the Placing Agreement, TPI has a Broker Offer under which TPI will, as agent for the Company, invite subscriptions for additional new Ordinary Shares with a value expected to be around £1.0 million at the Issue Price but which may be increased subject to agreement between TPI and the Company.  The Broker Offer will open immediately following the announcement of the results of the Capital Raising and will close at 4.30 p.m. on 30 September 2022.  As far as is practical, participation in the Broker Offer will be prioritised for shareholders (direct or indirect) on the register at the close of business on 28 September 2022 ("Existing Shareholders").  If the expected maximum subscription under the Broker Offer is taken up, it will raise an additional £1.0 million before expenses. A further announcement will be made following the end of the period during which the Broker Offer is open. If the Broker Offer is not fully subscribed by 4.30 p.m. on 30 September 2022, orders from eligible investors will be satisfied in full, and the balance of the Broker Offer shall lapse. Further details regarding participation, the eligibility criteria, the order of priority, and details regarding settlement will be set out in a further announcement, following closing of the Capital Raising. Completion of the Broker Offer is conditional on the Resolutions being passed at the General Meeting and Second Tranche Admission occurring.

Admission, Settlement and Dealings

The Placing Shares, Subscription Shares and Broker Offer Shares (together, the "New Ordinary Shares") when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application has been made to London Stock Exchange plc (the "Exchange") for the New Ordinary Shares to be admitted to trading on AIM. It is expected that admission of the First Tranche Shares will take place at 8.00 a.m. on 3 October 2022. It is expected that admission of the Second Tranche Shares will take place at 8.00 a.m. on 18 October 2022 or such later date as Cenkos, Panmure Gordon and the Company may agree being no later than 8.30 a.m. on 28 October 2022.

Expected Timetable

Each of the times and dates referred to in this Announcement is subject to change by the Company (with the agreement of Panmure Gordon and Cenkos), in which case the new times and dates will be notified to the Exchange and the Company will make an appropriate announcement through a Regulatory Information Service.

The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

For further information, please contact:

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.

The person responsible for arranging release of this Announcement on behalf of the Company is Steve Flavell, Co-Chief Executive Officer of the Company.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE 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: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY CENKOS OR PANMURE GORDON (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN LOOPUP GROUP PLC.

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF 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 OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees 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 the Joint Bookrunners 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 any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the Prospectus Regulation (including, with regards to the United Kingdom, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The New Ordinary 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 the Placing 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, Canada, the Republic of South Africa or Japan. Accordingly, the New Ordinary 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, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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

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 (including the terms and conditions appended hereto) 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. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Each of the Joint Bookrunners is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Bookbuilding Process and the Placing, and neither Joint Bookrunner will be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding Process or the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing, the Subscription or the Broker Offer. 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 Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the Exchange.

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

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS MODIFIED BY OR UNDER DOMESTIC LAW ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II, AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUWA AND AS MODIFIED BY OR UNDER DOMESTIC LAW; AND (C) LOCAL IMPLEMENTING MEASURES, INCLUDING BUT NOT LIMITED TO THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN THE FCA HANDBOOK (TOGETHER THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH PLACING SHARES ARE; (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS (AS DEFINED WITHIN THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) 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 PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, THE JOINT BOOKRUNNERS WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OF APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES. EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

 APPENDIX

    TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE ONLY DIRECTED 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" AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY CENKOS SECURITIES PLC AND/OR PANMURE GORDON (UK) LIMITED (TOGETHER, THE "JOINT BOOKRUNNERS") (ANY SUCH PERSON HEREIN REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS 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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 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 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 APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. 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 OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.