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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,  THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

20 December 2023

Strip Tinning Holdings plc

("Strip Tinning" or the "Company")

Proposed Placing, Issue of Convertible Loan Notes and Retail Offer to raise, in aggregate, minimum gross proceeds of £5.0 million

and

Notice of General Meeting

Strip Tinning Holdings plc (AIM: STG), a leading supplier of specialist connection systems to the automotive sector, is pleased to announce a proposed fundraising to raise, in aggregate, a minimum of £5.0 million (before expenses) by way of a conditional placing (the "Placing") of new ordinary shares of 1 pence each ("Ordinary Shares") in the capital of the Company at a price of 40.0 pence per share (the "Issue Price") equivalent to 2,500,000 new Ordinary Shares (the "Placing Shares"), as well as an issue of convertible loan notes (the "Convertible Loan Notes").

The Placing is being conducted via an accelerated bookbuild process (the "Bookbuild") to be undertaken by Singer Capital Markets Securities Limited ("Singer Capital Markets"). The Bookbuild will be launched immediately following the release of this announcement (the "Announcement"). The Placing is subject to the terms and conditions set out in the appendix to this Announcement.

In addition to the Placing, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the Bookbuild Platform (the "Retail Offer", together with the Placing and the Convertible Loan Notes, the "Fundraising")) to raise further proceeds of up to £0.25 million (before expenses) at the Issue Price equivalent to up to 625,000 new Ordinary Shares (the "Retail Offer Shares", together with the Placing Shares, the "New Ordinary Shares"). The Retail Offer aims to provide existing retail Shareholders in the Company with an opportunity to participate in the Fundraising. A separate announcement will be made by the Company regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Placing is not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Issue Price represents a discount of approximately 5.9 per cent. to the Closing Price per Ordinary Share on 19 December 2023, being the last Business Day prior to the announcement of the Fundraising.

The Fundraising is wholly conditional upon, inter alia, Resolution 1 (the "Fundraising Resolution"), which is required to implement the Fundraising, being duly passed by Shareholders at the general meeting proposed to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 15 January 2024 (the "General Meeting"). Subject to the passing of the Fundraising Resolution, application will be made to the London Stock Exchange for admission of the New Ordinary Shares. It is expected that admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 17 January 2024 ("Admission").

A circular, containing further details of the Fundraising and a notice convening the General Meeting in order to pass, inter alia, the Fundraising Resolution (the "Circular"), is expected to be despatched to Shareholders on or around 21 December 2023 and the Circular, once published, will be available on the Company's website at www.striptinning.com/investors.

The Company is undertaking the Fundraising to capture the opportunity within its EV division and to, inter alia, invest in the commercialisation and continued development of the Company's CCS product aimed at the EV battery pack market.

Enquiries:

Strip Tinning Holdings plc                                                                                                            Via Alma PR

Adam Robson, Executive Chairman

Richard Barton, Chief Executive Officer                                                                                 

Adam Le Van, Chief Financial Officer

Singer Capital Markets (Nominated Adviser and Sole Broker)                    +44 (0) 20 7496 3000

Rick Thompson

James Fischer

Alma (Financial PR)                                                                                                        striptinning@almastrategic.com

Joe Pederzolli                                                                                                                    +44 (0) 20 3405 0205       

Josh Royston                                                                                    

EXPECTED TIMETABLE OF PRINCIPAL EVENTS⁽¹⁾⁽²⁾

Notes:

1.          Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through an RIS.

2.          All of the times above refer to London time.

3.          Subject to, amongst other things, the Fundraising Resolution being duly passed at the General Meeting.

FUNDRAISING STATISTICS

Notes:

1.               As at the Latest Practicable Date.

2.               Closing Price on the Latest Practicable Date.

3.               Assumes that all of the New Ordinary Shares are issued.

4.               Based on the number of Ordinary Shares in issue on the Latest Practicable Date and assuming that: (a) all of the New Ordinary Shares are issued; and (b) no other Ordinary Shares are issued between the Latest Practicable Date and Admission. 

5.               Based on the estimated expenses of the Fundraising and assuming all of the New Ordinary Shares are issued.

ADDITIONAL INFORMATION

1.    Background to and reasons for the Fundraising

Strip Tinning is an established global leader in Glazing connectors, has an early mover advantage in the high-growth EV market and is well-positioned to capitalise on the improving prospects across the wider market the Company operates in. As highlighted in the Company's update on trading for the period from 1 July 2023 to 30 September 2023 announced on 31 October 2023, the Company has successfully undergone a period of turnaround and steady improvement following the losses incurred in the year to 31 December 2022 and has thus far delivered a positive EBITDA performance in 2023. This improved performance has primarily been driven by the prioritisation of increased gross margins due to price rises which came into effect on 1 January 2023, as well as enhanced productivity. Since 31 October 2023, the Company has continued to make commercial progress announcing a new Glazing production nomination on 6 November 2023 and a new EV nomination on 8 November 2023. The Company's restructuring is now complete, and the Directors believe that both the Glazing and EV divisions are poised for sustained growth.

The Company also confirms that following the announcement on 31 October 2023, trading in the fourth quarter of the year to 31 December 2023 has been in line with management's expectations, and accordingly the Board continues to expect to meet market guidance for the full year to 31 December 2023. 

Glazing

Throughout 2022 and 2023, management have been working on a turnaround of the Glazing division in order to improve gross margins. The division is now a much leaner and stronger one and has delivered a consistently positive EBITDA performance in 2023. The Glazing business has also now returned to sales growth with new production nominations being won or in the pipeline with growth in both sales and margins driven by a focus on higher value and more differentiated products. The world Automotive Glazing market in Strip Tinning's core products is expected to grow by a compound annual growth rate ("CAGR") of 6.3 per cent. between 2021 and 2026 whereas for lower technology products (which are outside of the Company's focus) the market is expected to grow by a CAGR of only 0.8 per cent..

The emergence of Polymer Dispersed Liquid Crystal ("PDLC") "smart" glass, which changes transparency automatically and replaces blinds or permanently tinted glass, is an example of higher value and more complex products emerging in the Glazing market which provide a significant opportunity for Strip Tinning. PDLC was first launched in 2020 and is now being deployed by many major global OEMs. It requires specialist and higher cost connectors which Strip Tinning has been producing since 2021 and the Company is already a leading provider of these connectors with new nominations in this field expected in the near future.  These connectors employ an embedded Flexible Printed Circuit ("FPC"), a new technology which is also being deployed for EV battery packs, and the ability of the Company to deploy this new technology in Glazing connectors is a key differentiator for the Company. 

Productivity within the division is now at record levels, gross margins have returned to pre-pandemic levels of 40 per cent., and the division is being managed by a strong and highly skilled team who are delivering growth with new production nominations both being added to the pipeline and expected to be won in the near future. The Glazing division is already delivering positive EBITDA and is expected to be cash generative from 2024 with the majority of expected future Glazing sales for the period from 2024 to 2026 being delivered by contracts that are already nominated for or are engineered in. This equates to 90 per cent. of FY2024 expected sales and 76 per cent. and 66 per cent. of FY2025 and FY2026 expected sales respectively. The lifetime value of sales currently already contracted for is estimated by the Company to be approximately £41.0 million. For FY2024 expected sales, an additional 9 per cent. are already being quoted for by the Company based on Requests for Quotes ("RfQs") with these RfQs usually supported by the supply of prototypes to the customer, and so providing a high degree of confidence in winning the eventual contract. This therefore leaves just 1 per cent. of FY2024 expected sales where the Company is yet to have a specific programme or customer identified.

EV

One of the major steps forward for the EV division in FY2023 has been the completion of the Company's new production line for FPCs, used primarily for Cell Contact Systems ("CCS") but also increasingly for high end Glazing connectors. This upgraded FPC production line is now in serial production and has a capacity of around 180,000 units per annum. Further to this, the Company expects to implement a new Laser CCS assembly line which will complete the EV production process and add to the Company's growing capabilities in CCS alongside its proven solutions for multiple battery packs all led by a highly technical management team. The development of the EV division's production capabilities has benefitted from £1.4 million of grant funding provided under the Advanced Propulsion Centre's ("APC") Scale-up Readiness Validation scheme which was awarded to the Company in September 2022. A further grant of £166,000 from the APC's Feasibility Studies competition was announced on 31 October 2023 and is primarily being spent with a leading automotive consultancy who will complete their study in quarter one of 2024 and will be a foundation for further grant applications.

The Company continues its strategy focussed on the mid-market and is engaging with a growing number of actual and potential customers through a strong pipeline of opportunities. The value of the EV mid-market is estimated to equal approximately 20 per cent. of the value of the ?22.0 billion Volume Automotive Battery market. The mid-market has several attractive features for the Company against the Volume Automotive Battery market with it being represented mainly by smaller OEMs and new EV entrants who are predominantly seeking an engineered solutions partner rather than a make-to-print supplier. Additionally, there is less competition for the Company in the mid-market with the major competitors mostly focussed on the larger volume automotive segment and also fewer established supply chains which provides further opportunities for the Company. The typical contract size in the mid-market ranges between £0.5 million and over £10.0 million per annum.

The EV division has delivered sales in FY2023 to the end of November of approximately £1.0 million from the supply of prototypes and production parts and the Company's pipeline of new EV programmes continues to grow strongly assisted by the mid-market focus. As at the Latest Practicable Date, the Company is working with nine EV customers on twelve different vehicle programmes. These programmes comprise three products which are in serial production for three customers and a further nine programmes which are at the RFQ and/or prototype supply stage, activities which normally precede the granting of a formal nomination for serial production. Of these twelve, six were first identified in 2023 showing the strong momentum that exists within the EV division. Further details of these twelve programmes are as follows:

·    Performance Cars - 2 programmes in production, 1 at A sample stage and 1 at RfQ stage;

·    Light and Heavy Duty Commercial Vehicles/Trucks - 1 programme at initial B sample stage;

·    Autonomous Vehicles - 1 programme at B sample stage with nomination expected imminently;

·    Off-highway Vehicles and Equipment - 1 programme at B sample stage with nomination expected imminently;

·    Motor Cycles and E-bikes - 1 at A sample stage and 2 at RfQ stage; and

·    Static Storage Batteries - 1 programme in production and 1 at RfQ stage.

The Company has invested approximately £5.0 million in the EV division over the last three years, and the division now has a strong platform for sustained growth centred around a focussed strategy, growing customer base, and an expanding opportunity pipeline. The Company does however need new capital to invest in its EV division so that it can seize the opportunities that are within sight, including the Company's first high-volume serial EV nomination which is anticipated in the first half of FY2024. 

The Company is therefore undertaking the Fundraising to capture the opportunity within the EV division and to invest in the commercialisation and continued development of the Company's CCS product aimed at the EV battery pack market. More specifically, the net proceeds of the Fundraising (excluding the Retail Offer) receivable by the Company will principally be used as follows:

·    £2.2 million: funding of the existing team dedicated to the CCS product line, including recruitment of specialist expertise such as laser weld and flexible printed circuit engineers;

·    £2.0 million: additional capital expenditure to deliver higher volumes and quality through automation and to further enhance capabilities; and

·    £0.4 million: working capital to support the growth from the new EV product project pipeline.

Additional net proceeds received via the Retail Offer will be used to capture the opportunity within the EV division and accelerate its growth.

2.    Details of the Fundraising

Details of the Convertible Loan

The Company intends to raise £4.0 million by the issue of the Convertible Loan Notes.

The Convertible Loan Notes are unsecured and interest is payable at a fixed rate of 10 per cent. per annum. The Convertible Loan Notes are repayable in full a day after the fifth anniversary of their date of issue although they may be redeemed in whole at the Company's discretion after the period of 24 months from the date of issue of the Convertible Loan Notes, provided that the Early Redemption Conditions are met and Noteholders will first be given the opportunity to serve notice to convert their respective Convertible Loan Notes and unpaid interest into new Ordinary Shares.

The Convertible Loan Notes are convertible at the election of the Noteholder at any time up until and including the date of repayment at the Conversion Price.

The issue of the Convertible Loan Notes is conditional on the Placing becoming unconditional (that is on Admission), including the passing of the Fundraising Resolution.

Application will not be made for the Convertible Loan Notes to be admitted to trading on AIM or any other exchange. Subject to approval by the Shareholders of the Fundraising Resolution, the Company will have adequate authority to issue the maximum number of new Ordinary Shares which could result from the conversion of the Convertible Loan Notes. Any new Ordinary Shares arising on conversion will rank pari passu with the Ordinary Shares in issue at that time and application for admission to trading on AIM will be made at the appropriate time.

Further details of the Convertible Loan Notes will be set out in Part 2 of the Circular.

Details of the Placing

In connection with the Placing, the Company has today entered into a placing agreement with Singer Capital Markets (the "Placing Agreement") pursuant to which Singer Capital Markets (acting as agent for and on behalf of the Company in respect of the Placing) has agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not underwritten.

Participation in the Placing is subject to the terms and conditions set out in Appendix 1 (which forms part of this Announcement).

Following the release of this Announcement, Singer Capital Markets will commence the Bookbuild in respect of the Placing. The final number of Placing Shares to be placed at the Issue Price will be determined at the close of the Bookbuild.

Singer Capital Market's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

i)             the subscription agreements relating to the subscription by Noteholders for the Convertible Loan Notes having become unconditional in all respects (save for any conditions contained therein relating to the Placing having completed or Admission having occurred) and not having been terminated prior to Admission;

ii)            all the conditions in the Placing Agreement relating to the placing of the Placing Shares having been fulfilled (or, where applicable, waived);

iii)           the Placing Shares having been unconditionally allotted and issued by the Company before 8.00 a.m. on Admission;

iv)           Admission taking place not later than 8.00 a.m. on 17 January 2024 (or such later date as Singer Capital Markets may agree as the date for Admission but in any event not later than 8.00 am on the Long Stop Date);

v)            the Company having confirmed to Singer Capital Markets that, prior to the delivery of such confirmation, none of the warranties of the Company contained in the Placing Agreement was untrue or inaccurate in any respect or misleading on and as at the date of the Placing Agreement or will be untrue or inaccurate in any respect or misleading immediately prior to Admission when repeated at that time, by reference to the facts and circumstances then subsisting; and

vi)           the Company having complied with or performed its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Admission.

The Placing is not conditional upon the completion of the Retail Offer. Application will be made for the Placing Shares to be admitted to trading on AIM subject, inter alia, to the passing of the Fundraising Resolution at the General Meeting. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 17 January 2024.

The Placing Shares will, when issued and fully paid, 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 after the date of Admission. The Placing Shares are not subject to clawback.

Details of the Retail Offer

In addition to the Placing, the Company intends to use the BookBuild Platform to conduct a Retail Offer, on the terms to be set out in a separate announcement to be made by the Company.

Up to 625,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to an additional £0.25 million (before expenses). The Retail Offer Shares, when issued and fully paid, 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 after the date of Admission.

Directors' Participation

All of the Directors, and certain members of the senior management team, have indicated their intention to participate in the Placing for an aggregate value of £95,000. The Directors' proposed respective participations would constitute related party transactions under Rule 13 of the AIM Rules for Companies. Details of the participation by the Directors in the Placing will be set out in the results of the Placing announcement following the close of the Bookbuild.

3.    City Code

The City Code applies to the Company. Under Rule 9 of the City Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

The Concert Party

Since the initial admission of the Ordinary Shares to trading on AIM, the Company has agreed with the Panel that Richard Barton, Chief Executive Officer, and his spouse Anne Barton (the "Concert Party") are acting in concert in relation to the Company for the purposes of the City Code.

As at the date of this Announcement, together the Concert Party holds 55.24 per cent. of the issued share capital of the Company. Richard Barton has indicated his intention to participate in the Placing for 125,000 Placing Shares at the Issue Price. Anne Barton does not intend to subscribe for New Ordinary Shares in the Fundraising. Assuming full take up of the Retail Offer, following Admission, the members of the Concert Party will be interested in 8,664,870 Ordinary Shares representing 46.62 per cent. of the voting rights of the Company. A table showing the respective individual interests in shares of the members of the Concert Party on Admission is set out below:

Following Admission, the members of the Concert Party will be interested in Ordinary Shares carrying more than 30 per cent. of the voting rights of the Company but will not hold Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9.

Noteholders

Hargreave Hale AIM VCT plc ("HH"), Octopus AIM VCT plc and Octopus AIM VCT 2 plc ("Octopus") and Amati AIM VCT plc ("Amati") have agreed to subscribe for the Convertible Loan Notes. As at the date of this Announcement, HH holds 3.69 per cent. of the issued share capital of the Company while Octopus and Amati hold 2.95 and 3.69 per cent. respectively. Assuming full take up of the Retail Offer, following Admission, HH will hold 3.07 per cent. of the voting rights of the Company while Octopus and Amati will hold 2.45 and 3.07 per cent. respectively. The Conversion Price of the Convertible Loan Notes may vary in certain circumstances (further details of which will be set out in the Circular). Depending upon (i) the Conversion Price at which Convertible Loan Notes are converted into Ordinary Shares and (ii) the number of Convertible Loan Notes that are converted into Ordinary Shares by HH or any other Noteholder, the conversion of such Convertible Loan Notes may result in HH or any other Noteholder acquiring an interest in Ordinary Shares which, when aggregated with any other interests that it or they or their respective concert parties hold in the Company, would result in them holding 30 per cent. or more of the voting rights of the Company and therefore being required to make a cash offer pursuant to Rule 9 of the City Code.

Notwithstanding the above, a condition of the terms of the note instrument constituting the Convertible Loan Notes is that the Convertible Loan Notes (and any applicable interest) cannot be converted by any Noteholder such that the issue of Ordinary Shares on conversion would create any obligation for such Noteholder, or those deemed to be acting in concert with such Noteholder, to make a mandatory offer for the Company pursuant to Rule 9 of the City Code.

No request has been made to the Panel by any of the Noteholders to seek the waiver of the obligation to make a general offer under Rule 9 of the City Code for the Ordinary Shares not already owned by them and their concert parties (if any) which could arise upon the allotment and issue of Ordinary Shares to any of the Noteholders upon the conversion of the Convertible Loan Notes (if any). Any of the Noteholders may therefore be required to make a mandatory cash offer under Rule 9 of the City Code for the Ordinary Shares not already owned by them and their concert parties (if any) to the extent that following such conversion of the Convertible Loan Notes this results in any of the Noteholders holding an interest in Ordinary Shares which carry 30 per cent. or more of the voting rights of the Company.

4.    EIS / VCT

EIS

In order for investors to claim EIS reliefs relating to their Ordinary Shares in the Company, the Company has to meet a number of rules regarding the kind of company it is, the amount of money it can raise, how and when that money must be employed for the purposes of the trade, and the trading activities carried on. The Company must, following completion of the EIS investment, satisfy HMRC that it meets these requirements and is therefore a qualifying company in order to issue EIS3 certificates to the EIS investors, allowing them to claim the EIS reliefs.

Although the Company currently expects to satisfy the relevant conditions for EIS investment, neither the Company nor the Directors give any warranty or undertaking that relief will be available in respect of any investment in the Placing Shares or that the Company will continue to satisfy the conditions for EIS investment.

VCT

The status of the Ordinary Shares and, assuming that a VCT holds at least 10% in Ordinary Shares (based on the higher of the actual cost or value (as calculated for VCT purposes) attributed to such Ordinary Shares), the Convertible Loan Notes as qualifying holdings for VCT purposes will be conditional, inter alia, on the Company continuing to satisfy the relevant requirements and on the Ordinary Shares and Convertible Loan Notes (assuming that a VCT holds at least 10% by value in Ordinary Shares) being held as "qualifying holdings" for VCT purposes throughout the period of ownership.

Although the Company currently expects to satisfy the relevant conditions for VCT investment, neither the Company nor the Directors give any warranty, representation or undertaking that any VCT investment in the Company will remain a qualifying holding nor have they obtained any advance assurance from HMRC prior to the date of this Announcement. The Company cannot guarantee or undertake to conduct its business following Admission, in a way to ensure that the Company will continue to meet the requirements of the provisions of Part 6 of the Income Tax Act 2007.

5.    Admission, Settlement and Dealings

The New Ordinary Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid, if any, in respect of Ordinary Shares after their issue.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Subject to the passing of the Fundraising Resolution at the General Meeting, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 17 January 2024.

Settlement of the Placing will, at the option of Placees, be within CREST. New Ordinary Shares will be delivered into the CREST accounts for all Placees as soon as possible after 8.00 a.m. on 17 January 2024.

No temporary documents of title will be issued. Definitive share certificates for Placees not settling through CREST will be despatched by the Registrars within 10 Business Days of the date of Admission. Prior to the despatch of such certificates, transfers will be certified against the register of members of the Company held by the Registrars.

6.    General Meeting

The issue of the New Ordinary Shares is conditional upon, inter alia, the approval by the Shareholders of the Fundraising Resolution to be proposed at the General Meeting. In addition, the Directors are seeking to renew the Company's share authorities and pre-emption rights based on the Enlarged Share Capital of the Company. Set out at the end of the Circular will be a notice convening the General Meeting to be held at the offices of Singer Capital Markets, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 15 January 2024.

The person responsible for arranging the release of this Announcement on behalf of the Company is Adam Le Van, Chief Financial Officer of the Company.

DEFINITIONS

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

IMPORTANT NOTICES

The distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Singer Capital Markets Advisory LLP, which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the matters described in this Announcement and is not acting for any other persons in relation to the Fundraising and Admission. Singer Capital Markets Advisory LLP is acting exclusively for the Company and for no one else in relation to the contents of this Announcement and persons receiving this Announcement should note that Singer Capital Markets Advisory LLP will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets Advisory LLP or for advising any other person on the arrangements described in this Announcement. The responsibilities of Singer Capital Markets Advisory LLP as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder, Noteholder or other person in respect of their decision to acquire shares in the capital of the Company or Convertible Loan Notes in reliance on any part of this Announcement, or otherwise.

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is authorised and regulated in the UK by the FCA, is acting as broker to the Company in connection with the matters described in this Announcement and is not acting for any other persons in relation to the Fundraising and Admission. Singer Capital Markets is acting exclusively for the Company and for no one else in relation to the contents of this Announcement and persons receiving this Announcement should note that Singer Capital Markets will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for advising any other person on the arrangements described in this Announcement.

This Announcement contains statements about the Company that are or may be deemed to be "forward-looking statements". All statements, other than statements of historical facts, included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements may include, without limitation, statements relating to future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, etc.

These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the City Code, the Prospectus Regulation Rules and/or FSMA), the Company, Singer Capital Markets, Singer Capital Markets Advisory LLP and their respective directors, officers, employees, agents, members and partners expressly disclaim any obligation or undertaking to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Announcement are based on information available to the Directors at the date of this Announcement, unless some other time is specified in relation to them.

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

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM OR IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN RELATION TO THE UNITED KINGDOM, AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (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 THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.

THE PLACING 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 OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT 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 WITHIN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

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 for 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 Australia, Canada, the Republic of South Africa, the Republic of Ireland, Singapore, Hong Kong 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 Australia, Canada, the Republic of South Africa, the Republic of Ireland, Singapore, Hong Kong or Japan or any other jurisdiction outside the United Kingdom and EEA.

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Singer Capital Markets 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 Singer Capital Markets to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation 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 FSMA does not apply.

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 action.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), which form part of UK law by virtue of the European Union (Withdrawal) Act 2018, 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or 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, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

By participating in the Bookbuild and the Placing, each Placee 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 this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

2.                in the case of a Relevant Person in the United Kingdom or a member state of the EEA which has implemented the Prospectus Regulation (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

(a)                     it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation; and

(b)                    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 Prospectus Regulation:

(i)               the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Singer Capital Markets has been given to the offer or resale; and

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

3.                it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

4.                it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5.                it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in, and in accordance with, Regulation S under the US Securities Act ("Regulation S").

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the information contained in this Announcement, the announcement confirming the close of the Placing and giving details of the results of the Placing (the "Result of Placing Announcement") and the announcement confirming the results of the Shareholder Meeting) (the "Result of Shareholder Meeting Announcement") (together, the "Placing Documents") and any information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the Form of Confirmation sent to Placees by Singer Capital Markets to confirm their acquisition of Placing Shares.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of either of Singer Capital Markets or the Company or any other person and none of Singer Capital Markets, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax, financial or business advice. Each Placee should consult its own legal advisor, tax advisor, financial advisor and business advisor for legal, tax, financial and business 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

Singer Capital Markets is acting as placing agent and bookrunner in connection with the Placing and has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Singer Capital Markets, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares. The Placing is not being underwritten by Singer Capital Markets or any other person nor is any part of the Placing subject to clawback from the Retail Offer.

The price per Ordinary Share at which the Placing Shares are to be placed is 40.0 pence per Placing Share (the "Issue Price"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and Singer Capital Markets. Details of the total number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild via the Result of Placing Announcement.

The allotment and issue of the Placing Shares is conditional upon, amongst others, the passing of the Fundraising Resolution at the Shareholder Meeting. Subject to the passing of the Fundraising Resolution at the Shareholder Meeting, the Placing Shares have been, or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Articles of Association and 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 on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for admission to trading

Subject to the passing of the Fundraising Resolution, an application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM ("Admission").

It is expected that Admission in respect of the Placing Shares will occur at or before 8.00 a.m. on 17 January 2024 (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. BST on 31 January 2024) and that dealings in the Placing Shares will commence at that time.

Bookbuild

Following this Announcement, Singer Capital Markets will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). The book will open with immediate effect. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Singer Capital Markets and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Participation in, and principal terms of, the Placing

1.                 Singer Capital Markets is acting as sole bookrunner and placing agent in relation to the Placing as agent for and on behalf of the Company.

2.                 Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Singer Capital Markets. Singer Capital Markets may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

3.                 The Bookbuild, if successful, will establish the aggregate amount payable to Singer Capital Markets, as settlement agent for the Company, by all Placees whose bids are successful. The number of Placing Shares will be agreed by Singer Capital Markets (in consultation with the Company) following completion of the Bookbuild. The number of Placing Shares to be issued (in aggregate) will be announced on an RIS following the completion of the Bookbuild via the Result of Placing Announcement.

4.                 To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Singer Capital Markets. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer Capital Markets on the basis referred to in paragraph 5 below. Singer Capital Markets reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Singer Capital Markets' absolute discretion, subject to agreement with the Company.

5.                 The Bookbuild is expected to close no later than 4.30 p.m. on 20 December 2023 but may be closed earlier or later at the sole discretion of Singer Capital Markets. Singer Capital Markets may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of Singer Capital Markets) to reduce the number of Placing Shares to be issued pursuant to the Placing, in its absolute discretion.

6.                 Allocations of the Placing Shares will be determined by Singer Capital Markets after prior consultation with the Company (the proposed allocations having been supplied by Singer Capital Markets to the Company in advance of such consultation). Allocations will be confirmed orally by Singer Capital Markets and a Form of Confirmation will be despatched as soon as possible thereafter. Singer Capital Markets' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Singer Capital Markets and the Company, under which it agrees to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with Singer Capital Markets' 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 to Singer Capital Markets will be evidenced by a Form of Confirmation issued to such Placee by Singer Capital Markets. The terms of this Appendix will be deemed incorporated in that Form of Confirmation.

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

9.                 All obligations of Singer Capital Markets under the Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

11.               To the fullest extent permissible by law, neither Singer Capital Markets, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Singer Capital Markets, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Singer Capital Markets' conduct of the Placing or of such alternative method of effecting the Placing as Singer Capital Markets and the Company may agree.

12.               The Placing Shares will be issued subject to the terms and conditions of this Announcement (including this Appendix) and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct of the Placing.

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

Conditions of the Placing

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

Singer Capital Markets' obligations under the Placing Agreement are conditional on inter alia:

1.               the issue by no later than 17 January 2024 (or such later date as shall be agreed between the Company and Singer Capital Markets) of the Convertible Loan Note by the Company and entry into the Subscription Agreements;

2.               the Result of Placing Announcement having been released to an RIS by no later than 4.30 p.m. on the date of this Announcement (or such other later time as Singer Capital Markets and the Company may determine); 

3.               the issue by no later than 21 December 2023 (or such later date as shall be agreed between the Company and Singer Capital Markets) of the Circular to Shareholders and such other persons (if any) entitled to receive notice of the General Meeting in accordance with the Articles of Association;

4.               the passing of the Fundraising Resolution without material amendment at the General Meeting (or at any adjournment thereof);

5.               the Subscription Agreements having become unconditional in all respects and not having been terminated prior to Admission (the "Subscription Agreement Condition");
 

6.               the Placing Shares having been allotted, conditional only on Admission (the "Allotment Condition");

7.               the Company having complied in all material respects with its obligations and having satisfied all conditions to be satisfied by it, in each case under the Placing Agreement or under the terms or conditions of the Fundraising, or any of them, which fall to be performed or satisfied on or prior to Admission (to the extent such obligations and conditions are not waived by Singer Capital Markets);

8.               the delivery by the Company to Singer Capital Markets of the documents referred to in the Placing Agreement, including a certificate providing certain confirmations relating, inter alia, to Admission signed by a Director for and on behalf of the Company not later than 5.00 p.m. on the Business Day immediately prior to the date on which Admission is expected to occur (and dated as of such date);

9.               none of the Warranties being untrue or inaccurate or misleading at the date of the Placing Agreement and at any time between such date and Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate or misleading if it was repeated as at any time up to Admission by reference to the facts or circumstances then existing; and

10.             Admission occurring not later than 8.00 a.m. on 17 January 2024 (or such later time and/or date as Singer Capital Markets may otherwise agree with the Company, being no later than 8.00 a.m. on the Long Stop Date (the "Longstop Condition"),

(together, the "Conditions" and each a "Condition").

Singer Capital Markets may, at its sole discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The Subscription Agreement Condition, the Allotment Condition and the Longstop Condition may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by Singer Capital Markets by the relevant time or date specified (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on the Long Stop Date); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither Singer Capital Markets nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they 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 they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Singer Capital Markets.

Right to terminate under the Placing Agreement

Singer Capital Markets is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

1.                the Circular is not issued to the Shareholders and such other persons (if any) entitled to receive notice of the General Meeting in accordance with the Articles of Association by 21 December 2023;

2.                the Fundraising Resolution not being passed at the General Meeting (or at any adjournment thereof);

3.                the Subscription Agreements have not become unconditional in all respects or otherwise have been terminated;

4.                where any of the warranties contained in the Placing Agreement is, or would be if repeated at any time up to Admission (by reference to the facts and circumstances then existing), untrue or inaccurate in any respect or misleading and which in the opinion of Singer Capital Markets acting in good faith makes it impractical or inadvisable to proceed with the Placing;

5.                if any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by Singer Capital Markets;

6.                there has been a development or event resulting in a Material Adverse Effect which could in the opinion of Singer Capital Markets acting in good faith, materially and adversely affect dealings in the New Ordinary Shares following Admission whether or not foreseeable at the date of the Placing Agreement;

7.                if the Company is in breach of the Placing Agreement, in any respect which Singer Capital Markets believes is material in the context of the Placing and/or Admission, with any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission); or

8.                the occurrence of a material adverse change or certain force majeure events.

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

By participating in the Placing, each Placee agrees that (i) the exercise by Singer Capital Markets of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Singer Capital Markets and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by Singer Capital Markets of the allocation and commitments following the close of the Bookbuild.

Restriction on Further Issue of Shares

The Company has undertaken to Singer Capital Markets that, between the date of the Placing Agreement and the date falling 120 days after Admission (the "Restricted Period"), it will not, without the prior written consent of Singer Capital Markets (not to be unreasonably withheld or delayed), directly or indirectly offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to:

1.                grant options under, or the allotment and issue of shares pursuant to options under, any employee or non-executive share or option schemes (current or future) or long term incentive plans of the Company (in accordance with its normal practice);

2.                allot and issue Ordinary Shares pursuant to the Convertible Loan Notes; or

3.                issue and allot the New Ordinary Shares.

By participating in the Placing, Placees agree that the exercise by Singer Capital Markets of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of Singer Capital Markets and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BMHN9M05) following Admission will take place within the system administered by Euroclear ("CREST"), subject to certain exceptions. Singer Capital Markets reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

It is expected that settlement in respect of the Placing Shares will take place on or around 17 January 2024 in accordance with the instructions on a delivery versus payment basis.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a Form of Confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to Singer Capital Markets and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Singer Capital Markets.

The Company will deliver (or will procure the delivery of) the Placing Shares to a CREST account operated by Singer Capital Markets as agent for the Company and Singer Capital Markets will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the prevailing Sterling Overnight Index Average (SONIA) as determined by Singer Capital Markets.

Each Placee is deemed to agree that, if it does not comply with these obligations, Singer Capital Markets may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Singer Capital Markets' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Singer Capital Markets nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each of Singer Capital Markets (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

1.               it has read and understood this Announcement in its entirety and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Admission, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2.               the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;

3.               to be bound by the terms of the Articles of Association;

4.               the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Singer Capital Markets nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Singer Capital Markets on an after-tax basis in respect of any Indemnified Taxes;

5.               neither Singer Capital Markets nor any of its affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;

6.               time is of the essence as regards its obligations under this Announcement;

7.               any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Singer Capital Markets;

8.               it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

9.               no prospectus or other offering document is required under the Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

10.             in connection with the Placing, Singer Capital Markets and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Singer Capital Markets or any of its affiliates acting in such capacity;

11.             Singer Capital Markets and its affiliates may enter into financing arrangements and swaps with investors in connection with which Singer Capital Markets and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

12.             Singer Capital Markets does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;

13.             Singer Capital Markets does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

14.             its participation in the Placing is on the basis that it is not and will not be a client of Singer Capital Markets in connection with its participation in the Placing and that Singer Capital Markets has no duties or responsibilities to it for providing the protections afforded to its respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

15.             the content of the Placing Documents and the Publicly Available Information has been prepared by, and is exclusively the responsibility of, the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto) and neither Singer Capital Markets nor any of its affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

16.             the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of 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 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

17.             it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Singer Capital Markets or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

18.             neither Singer Capital Markets nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of Singer Capital Markets, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
 

19.             neither Singer Capital Markets nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

20.             it may not rely, and has not relied, on any investigation that Singer Capital Markets or any of its affiliates or any person acting on any of their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

21.             in making any decision to subscribe for Placing Shares it:

a.    has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;

b.    will not look to Singer Capital Markets for all or part of any such loss it may suffer;

c.     is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

d.    is able to sustain a complete loss of an investment in the Placing Shares;

e.    has no need for liquidity with respect to its investment in the Placing Shares;

f.     has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

g.    has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

22.             it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;

23.             it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

a.    duly authorised to do so and has full power to make the acknowledgments, warranties, representations, confirmations and agreements herein on behalf of each such person; and

b.    will remain liable to the Company and/or Singer Capital Markets for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

24.             it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Singer Capital Markets, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

25.             where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

26.             it irrevocably appoints any duly authorised officer of Singer Capital Markets as its agent for the purpose 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 for which it agrees to subscribe for upon the terms of this Announcement;

27.             the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;

28.             the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, Singer Capital Markets or any person acting on behalf of the Company or Singer Capital Markets that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

29.             no action has been or will be taken by any of the Company, Singer Capital Markets or any person acting on behalf of the Company or Singer Capital Markets 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;

30.             unless otherwise specifically agreed with Singer Capital Markets, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Canada, the Republic of South Africa, the Republic of Ireland, Singapore, Hong Kong or Japan;

31.             it may be asked to disclose in writing or orally to Singer Capital Markets:

a.    if he or she is an individual, his or her nationality; or

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

32.             it has been advised and understands that the Placing Shares have not been, and will not be, registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or resold, pledged or delivered, directly or indirectly, in, into or within the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;

33.             it and the person(s), if any, for whose account or benefit it is subscribing Placing Shares are, and at the time the Placing Shares are subscribed for will be, outside the United States and are acquiring Placing Shares only in an "offshore transaction" within the meaning of, and in accordance with, Regulation S;

34.             it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;

35.             it (and any account for which it is purchasing) is subscribing for Placing Shares for investment purposes and not with a view to any offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States;

36.             if, in the future it decides to offer, sell, transfer, assign or otherwise dispose of Placing Shares, it will do so only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;

37.             it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other offering, marketing, presentational or other materials in connection with or concerning the Placing, directly or indirectly, in or into or from the United States (including electronic copies thereof) or to any person located in the United States, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

38.             it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

39.             if in a member state of the EEA, unless otherwise specifically agreed with Singer Capital Markets in writing, it is a Qualified Investor;

40.             it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

41.             if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or a member state of the EEA which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the prior consent of Singer Capital Markets has been given to each proposed offer or resale;

42.             if in the United Kingdom, that it is a Qualified Investor (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;

43.             it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");

44.             it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by Singer Capital Markets in its capacity as an authorised person under section 21 of the 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;

45.             it has complied 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 all applicable provisions in FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom);

46.             if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

47.             it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

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

49.             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 stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that 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;

50.             it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Singer Capital Markets may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares on its behalf;

51.             any money held in an account with Singer Capital Markets on behalf of the Placee and/or any person acting 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 the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Singer Capital Markets' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

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

53.             neither Singer Capital Markets nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and Singer Capital Markets is not acting for it or its clients, and that Singer Capital Markets will not be responsible for providing the protections afforded to customers of Singer Capital Markets or for providing advice in respect of the transactions described in this Announcement;

54.             if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

a.    used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

b.    used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

c.     disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;

55.             it undertakes to Singer Capital Markets at the time of making its commitment to acquire Placing Shares that it will confirm in writing to Singer Capital Markets in the Form of Confirmation sent by Singer Capital Markets to Placees the number of Placing Shares it intends to acquire and in respect of which VCT or EIS relief will be sought and those Placing Shares in respect of which such relief will not be sought;

56.             the Retail Offer is not part of the Placing;

57.             it acknowledges that the Placing is conditional upon, amongst other things, Shareholders passing the Fundraising Resolution to be set out in the Notice of General Meeting granting the Directors authority to allot and issue relevant securities and therefore that Admission may not occur;

58.             the rights and remedies of the Company and Singer Capital Markets under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others;
 

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

60.             it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the Form of Confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company and Singer Capital Markets and are irrevocable. Singer Capital Markets, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and Singer Capital Markets to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, Singer Capital Markets and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by Singer Capital Markets, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.

Where a Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients, then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client. For the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents 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. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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 AIM, a market operated by London Stock 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, the Placing Documents.

Taxation

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor Singer Capital Markets will be responsible and the Placees shall indemnify the Company and Singer Capital Markets on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or Singer Capital Markets in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Singer Capital Markets accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and Singer Capital Markets are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom or any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Singer Capital Markets and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold Singer Capital Markets and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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

Enterprise Investment Scheme (EIS) and Venture Capital Trusts (VCT)

The Company currently expects certain of the Placing Shares to be capable of satisfying the requirements for EIS relief. The Company also currently expects certain of the Placing Shares to be capable of constituting a qualifying holding for VCT purposes.

The status of such Placing Shares as a qualifying holding for VCT purposes will be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership. The status of such Placing Shares as qualifying for EIS relief will be conditional (amongst other things) on the qualifying conditions being satisfied, both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue.

There can be no assurance that, and the Directors nor the Company give any warranty or undertaking to the effect that, the Company will conduct its activities in a way that will secure or retain qualifying status for VCT and/or EIS purposes (and indeed circumstances may arise where the Directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for VCT and EIS relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letters which may have been given by the Company to certain EIS and/or VCT investors in connection with the Placing.