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, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF REVOLUTION BARS GROUP PLC IN THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

Revolution Bars Group Plc

(the "Company" or the "Group")

Proposed Restructuring Plan,

Fundraising to raise up to £12.5 million

via Firm Placing of up to 389,000,000 Ordinary Shares

Subscription of up to 661,000,000 Ordinary Shares,

Placing and Open Offer of up to 201,292,455 Ordinary Shares,

Each at a price of 1.0 pence per Ordinary Share,

Launch of Formal Sale Process
and
Notice of General Meeting

Revolution Bars Group plc, a leading operator of premium bars and gastro pubs, trading mainly under the Revolution, Revolucion de Cuba and Peach Pubs brands announces that, following a period of external challenges which have impacted the Company's business and trading performance, the Board has considered all the strategic options available to it. The Board has concluded that it is in the best interest of the Company to support the proposal by Revolution Bars Limited ("RBL" or the "Plan Company"), a subsidiary of the Group, of a Restructuring Plan alongside a number of additional measures to be implemented across the Group to re-shape its business as well as exploring, in parallel, a formal sale process pursuant to the Takeover Code ("Formal Sale Process" or "FSP"), in order to deliver the best outcome for stakeholders.

In order to fund the potential Restructuring Plan and provide additional working capital for the Group, the Board has concluded, having undertaken a detailed review of the Group's financial forecasts and expected trading performance, that the Company needs to raise additional equity capital from new and existing investors via an equity raise. The Company hereby announces a firm placing ("Firm Placing"), subscription ("Subscription") and placing ("Placing") and open offer ("Open Offer") of up to, in aggregate, 1,251,292,455 new ordinary shares of 0.1 pence each in the Company ("New Ordinary Shares") at a price of 1.0 pence per new Ordinary Share ("Issue Price") to raise gross proceeds of approximately £10.5 million (or such other amount as the Company and Cavendish may agree) under the Firm Placing and Subscription, and up to approximately £2.0 million under the Placing and Open Offer (the Firm Placing, Subscription and Placing and Open Offer together, the "Fundraising"). The Fundraising is conditional on, amongst others, the Restructuring Plan being sanctioned by the Court and there being (i) no outstanding application for permission to appeal the order 21 days following the order being made, or (ii)  in the event of any application for permission to appeal, such application has been unsuccessful, refused, withdrawn or discontinued, in each case on or before the Long Stop Date or such later date as may be provided for in the documents which govern the Fundraising.

Without the additional funding proposed to be raised in connection with the Fundraising and without the cost savings delivered through the proposed Restructuring Plan, the Board anticipates that the Group will face liquidity pressures from Q1 FY25 onwards.

As an alternative to the potential Restructuring Plan, the Company has today launched the Formal Sale Process, to explore whether a sale of the Company will provide a more beneficial outcome for stakeholders than the Restructuring Plan. In addition, the Company is exploring whether a sale of one or more of the Company's subsidiaries, or the business and assets of one or more of the Company's subsidiaries, including the Plan Company, will provide a more beneficial outcome for stakeholders than the Restructuring Plan (the "M&A Process").

Highlights

The Fundraising

The Firm Placing and the Placing are being conducted by Cavendish Capital Markets Limited ("Cavendish") by way of an ABB. The timing for the close of the ABB and allocation of the Firm Placing Shares and the Placing Shares shall be at the absolute discretion of Cavendish, in consultation with the Company. The final number of Firm Placing Shares and the Placing Shares to be issued pursuant to the Firm Placing and the Placing, respectively, will be agreed by Cavendish and the Company at the close of the ABB. The result of the Firm Placing and the Placing will be announced as soon as practicable thereafter.

In accordance with the terms of the placing agreement between the Company and Cavendish ("Placing Agreement"), the Fundraising is conditional upon, amongst other things, (i) the Restructuring Plan being sanctioned by the Court and there being (a) no outstanding application for permission to appeal the order 21 days following the order being made, or (b) in the event of any application for permission to appeal, such application has been unsuccessful, refused, withdrawn or discontinued, in each case on or before the Long Stop Date or such later date as may be provided for in the documents which govern the Fundraising., (ii) the Subscription Agreements not having been terminated in accordance with their terms (as described below), (iii) the passing of the Fundraising Resolutions to be set out in the Notice of General Meeting (without material amendment) and (iv) the Placing Agreement not having been terminated in accordance with its terms prior to Admission occurring on or around 3 September 2024 (but no later than the Long Stop Date).

The Company has also entered into the Subscription Agreements with four key investors in relation to the Subscription. These agreements contain customary conditions (noting that certain subscribers have the benefit of conditions pertaining to the financial benefit to be derived by the Group should the Restructuring Plan be implemented).

It is anticipated that the New Ordinary Shares will represent approximately 84.6 per cent. of the Company's issued ordinary share capital following Admission (assuming full take up under the Firm Placing, Subscription, the Placing and the Open Offer). If the Warrants to be issued are exercised in full, the Warrant Shares issued pursuant to such exercise will represent 10.0 per cent. of the Company's issued share capital immediately after Admission. The Issue Price of 1.0 pence per New Ordinary Share represents a discount of approximately 16.7 per cent. to the closing mid-market price of 1.2 pence per Ordinary Share on 28 March 2024, being the last trading day immediately preceding the suspension of the trading of the Company's Ordinary Shares on AIM at 08:00 on 2 April 2024 ("Suspension"). The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such New Ordinary Shares after the date of their admission to trading on AIM.

Cavendish is acting as broker and bookrunner in connection with the Firm Placing and the Placing and as nominated adviser to the Fundraising. The Fundraising is not underwritten.

The appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Firm Placing and the Placing.

The Formal Sale Process

The Board has appointed Cavendish as its independent financial adviser for the purposes of Rule 3 of the Code in relation to the Formal Sale Process. The Board has appointed FTI Consulting as its financial adviser in relation to the M&A Process.

The Panel on Takeovers and Mergers (the "Takeover Panel") has agreed that any discussions with third parties may be conducted within the context of a Formal Sale Process.  Accordingly, it has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the Formal Sale Process will not be required to be publicly identified under Rules 2.4(a) or 2.4(b) as a result of this announcement and any interested party participating in the Formal Sale Process will not be subject to the 28-day deadline referred to in Rule 2.6(a) of the Code for so long as it is participating in the Formal Sale Process. Further to the Company's announcement of the 26 March 2024, the Company is considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements set out below will apply.

Parties with a potential interest in a transaction should contact FTI Consulting in the first instance, whose details are set out below.  Following the initial contact with FTI Consulting, parties with a potential interest in making an offer for the ordinary shares of the Company pursuant to the Takeover Code via the Formal Sale Process will be referred to Cavendish, whose details are set out below.

The Company intends to conduct a targeted process and any party interested in participating in the Formal Sale Process or the M&A Process will, at the appropriate time, as a condition to participation in the Formal Sale Process or the M&A Process be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board of the Company. The Company then intends to provide such interested parties with certain information on the Company and its business and assets following which interested parties will be invited to submit indicative proposals.

Further announcements regarding timings of subsequent steps for the Formal Sale Process and the M&A Process will be made as appropriate.

The Company is not currently in any discussions with any potential offeror relating to an acquisition of the issued and to be issued share capital of the Company. There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

The Board of the Company reserves the right to alter or terminate the Formal Sale Process and/or the M&A Process at any time and if it does so it will make an announcement as appropriate. The Board of the Company also reserves the right to reject any approach or terminate discussions with any interested party at any time (without liability to any person).

The Takeover Code

The Takeover Code applies to quoted public companies which have their registered office in the UK, the Channel Islands or the Isle of Man and, in addition, unquoted public companies which have their registered office in the UK, the Channel Islands, or the Isle of Man and whose central management and control remain in the UK, the Channel Islands or the Isle of Man. Accordingly, the Takeover Code applies to the Company. Under the Takeover Code, if an acquisition of Ordinary Shares or interests therein were to increase the aggregate holding of the acquirer and its concert parties to interests in shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on circumstances, its concert parties would be required (except with the consent of the Takeover Panel) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for interests in shares by the acquirer or its concert parties during the previous 12 months.

This requirement would also be triggered by any acquisition of New Ordinary Shares and/or interest therein by a person holding (together with its concert parties) Ordinary Shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition was to increase that person's percentage of the total voting rights of the Company.

Commenting on the Fundraising, Rob Pitcher, CEO of Revolution Bars Group plc, said:

"Following a period of macro-economic and external challenges which has impacted both the Company and disproportionately its Revolution brand's young customer base and consequently our trading, the Board has had to consider all strategic options for the Group to improve its future prospects and provide the best outcome for all stakeholders.  After much consideration, the Board concluded that a plan to restructure the business, together with a fundraising of up to £12.5 million and to simultaneously launch a formal sale process would deliver the best value.

"We are driven by the imperative to deliver to stakeholders a business which is fit for purpose in today's environment, better balanced and financed in a way to provide a sustainable long-term future for the Group which, in time, has the opportunity to grow and flourish again."

General Meeting and Shareholder Approval

For the New Ordinary Shares and the Warrant Shares to be issued on exercise of the Warrants to be admitted to trading on AIM, Shareholder approval is required:

a)     by way of ordinary resolution to give the Directors authority to allot the New Ordinary Shares and the Warrant Shares; and

b)    by way of a special resolution to disapply statutory pre-emption rights in respect of the New Ordinary Shares and the Warrant Shares.

The authorities referred to above are in addition to the Company's existing general shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis.

In order to obtain the necessary shareholder approval, a General Meeting is to be held at 11:00 a.m. on 2 May 2024 at which the Resolutions will be proposed. A Circular containing a notice of General Meeting is expected to be sent to shareholders on 15 April 2024. The shareholder Circular and notice of General Meeting will be made available on the Company's website at https://www.revolutionbarsgroup.com/investors/.

Notes

Enquiries:

Inside Information

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for making this announcement on behalf of the Company is Rob Pitcher, CEO.

Notice related to financial adviser

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement. Neither Cavendish nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

FTI Financial Services Limited ("FTI Consulting") is authorised and regulated by the Financial Conduct Authority and is acting exclusively for the Company with respect to a potential transaction and will not be responsible to anyone other than the Company. Neither FTI Consulting nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability, or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of FTI Consulting in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.revolutionbarsgroup.om/investors/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

Revolution Bars Group Plc

(the "Company" or the "Group")

Proposed Restructuring Plan,

Fundraising to raise up to £12.5 million

via Firm Placing of up to 389,000,000 Ordinary Shares

Subscription of up to 661,000,000 Ordinary Shares,

Placing and Open Offer of up to 201,292,455 Ordinary Shares,

Each at a price of 1.0 pence per Ordinary Share,

Launch of Formal Sale Process

1.    INTRODUCTION

The Company announces that, following a period of external challenges which have impacted the Company's business and trading performance, the Board has considered all the strategic options available to it. The Board has concluded that it is in the best interest of the Company to support the proposal of a Restructuring Plan by Revolution Bars Limited ("RBL" or the "Plan Company") alongside a number of additional measures to be implemented across the Group to re-shape its business, as well as exploring in parallel, a Formal Sale Process, in order to deliver the best outcome for stakeholders.

In order to fund the potential Restructuring Plan and provide additional working capital for the Group, the Board has concluded, having undertaken a detailed review of the Group's financial forecasts and expected trading performance, that the Company needs to raise additional equity capital from new and existing investors via Firm Placing, Subscription and Placing and Open Offer (the "Fundraising"). Without the additional funding proposed to be raised in connection with the Fundraising and without the cost savings delivered through the proposed Restructuring Plan, the Board anticipates that the Group will face liquidity pressures from Q1 FY25 onwards.

As an alternative to the potential Restructuring Plan, the Company has today launched a formal sale process pursuant to the Takeover Code ("Formal Sale Process" or "FSP"), to explore whether a sale of the shares in the Company will provide a more beneficial outcome for stakeholders than the Restructuring Plan. In addition, the Company is exploring whether a sale of the shares in one or more of the Company's subsidiaries, or the business and assets of one or more of the Company's subsidiaries, including the Plan Company will provide a more beneficial outcome for stakeholders than the Restructuring Plan (the "M&A Process").

Parties with a potential interest in a transaction should contact FTI Consulting in the first instance, whose details are set out above. Following the initial contact with FTI Consulting parties with a potential interest in making an offer for the ordinary shares of the Company pursuant to the Takeover Code via the Formal Sale Process will be referred to Cavendish, whose details are set out above.

The Board has appointed Cavendish as its independent financial adviser for the purposes of Rule 3 of the Code in relation to the Formal Sale Process. The Board has appointed FTI Consulting as its financial adviser in relation to the M&A Process.

The Fundraising

The Company therefore announces the Firm Placing, Subscription and Placing and Open Offer of, in aggregate, assuming full take up under the Placing and Open Offer, 1,251,292,455 new ordinary shares of 0.1 pence each in the Company ("New Ordinary Shares") at a price of 1.0 pence per new ordinary share ("Issue Price") to raise gross proceeds of £10.5 million (or such other amount as the Company and Cavendish may agree) under the Firm Placing and Subscription, and up to approximately £2.0 million under the Placing and Open Offer (the Firm Placing, Subscription and Placing and Open Offer together, the "Fundraising").

The Issue Price represents a discount of approximately 16.7 per cent. to the Closing Price on the 28 March 2024, being last trading day before Suspension, and a discount of approximately 60.0 per cent to the volume weighted average price of 2.5 pence per Ordinary Share for the 60-day period to the last trading day before Suspension. In setting the Issue Price, the Directors have considered the process by which the New Ordinary Shares need to be offered to investors to ensure the success of the Fundraising and raise a significant level of equity compared to the market capitalisation of the Company. The Directors believe that both the Issue Price and the discount are appropriate.

Cavendish is acting as broker, bookrunner and nominated adviser in connection with the Fundraising.

The Fundraising is conditional, inter alia, on (i) the Restructuring Plan being sanctioned by the Court and there being (a) no outstanding application for permission to appeal the order 21 days following the order being made, or (b)  in the event of any application for permission to appeal, such application has been unsuccessful, refused, withdrawn or discontinued, in each case on or before the Long Stop Date or such later date as may be provided for in the documents which govern the Fundraising,  (ii) the Subscription Agreements not having been terminated in accordance with their terms (as described below), (iii) the passing of the Fundraising Resolutions to be set out in the Notice of General Meeting (without material amendment) and (iv) the Placing Agreement not having been terminated in accordance with its terms prior to Admission occurring on or around 3 September 2024 (but no later than the Long Stop Date).

The Company has also entered into the Subscription Agreements with four key investors in relation to the Subscription. These agreements contain customary conditions (noting that certain subscribers have the benefit of conditions pertaining to the financial benefit to be derived by the Group should the Restructuring Plan be implemented).

2.    BACKGROUND TO AND REASONS FOR THE FUNDRAISING, THE RESTRUCTURING PLAN AND THE FORMAL SALE PROCESS

The Group has faced significant external challenges over the last four years, including the pandemic, inflationary cost pressures and labour shortfalls.  Customer demand has also been impacted more recently by the cost of living crisis and regular train strikes, particularly for younger consumers, which has impacted Revolution branded sites in particular.

In order to mitigate the impacts associated with these challenges, the Board has deployed several strategies. In particular, the Board sought to diversify the Group's business via the acquisition of Peach Pub Company (Holdings) Limited ("Peach") in October 2022.  The acquisition of Peach has diversified the Group's trading patterns and income streams, given its greater exposure to day time and mid-week trading sessions, providing a natural balance to Revolution and Revolucion de Cuba, which trade more strongly in the evening and weekends. Furthermore, Peach pubs are located outside of larger town and city centres and have benefited from working from home dynamics.  In addition, the Group refreshed Revolucion de Cuba's brand proposition during 2023, following which the Group has seen improvement in like for like sales for Revolucion de Cuba, which has consistently outperformed the CGA Bars Cohort during 2023.

The Group has also driven operational efficiencies by reducing staffing levels, amending opening hours and introducing temporary closures during quieter periods. The Group has extended its strategy to reduce costs and reduce cash outflows throughout the business, which has included redundancies and a reduction in overhead costs, in addition to also reducing capital expenditure. Further to this, the Group has managed the estate diligently and undergone a process of site rationalisation, including by way of a company voluntary arrangement of the Plan Company followed by consensual landlord negotiations to reduce rents and/or vacate underperforming sites across the Group's portfolio.

The Group announced on 5 January 2024 that year-on-year, like-for-like sales for the four weeks from 4 to 31 December were +9.0%, the best festive period since 2019. Revolucion de Cuba and Peach Pubs performed well, and the Revolution brand also traded positively on a like-for-like basis over the festive period. However, as subsequently announced on 24 January 2024, the impact of labour challenges, including the immediate net impact of the increase in National Living Wage, operating cost inflationary pressures and country-wide train strikes caused a deterioration in the trading of the Company's estate. As a result of the challenges faced by several of the Plan Company's trading sites, the Board has considered the strategic options available to the Group including the Restructuring Plan for the Plan Company, the Fundraising and the Formal Sale Process and M&A Process.

The Board is of the view that the options are either a Restructuring Plan of the Plan Company alongside a series of other measures including further cost rationalisation and operational initiatives to drive improved financial performance across each of the brands of the Group, or, if it provides a better outcome for stakeholders, a sale of the shares in the Company, a sale of the shares in one or more of the Company's subsidiaries, or a sale of the business and assets of either the Company and/or the business and assets of the Company's subsidiaries via the Formal Sale Process.

3.    THE RESTRUCTURING PLAN

The Restructuring Plan, if implemented, will affect the Plan Company, which holds 38 Revolution branded sites, six sites that are already closed, one Playhouse site and one Founders & Co site. The current expectation is that the implementation of the Restructuring Plan^[1] would enable: (i) the Plan Company to exit the leases of certain loss making sites (currently anticipated to be 18 sites, of which 6 are already currently closed); and (ii) impose a rent reduction on certain sites (currently expected to be 14 sites) to enable them to return to profitability at a sustainable level.

Should the Restructuring Plan be sanctioned, it is expected that rent reductions would apply for the three year period from the date of sanction of the Restructuring Plan. The site categorisation and terms of the Restructuring Plan will not be finalised until after the Fundraising and the outcome of the Formal Sale Process is known. Discussions with potentially affected stakeholders will be commencing in the coming days. 

The Board expects the Restructuring Plan to return the Plan Company to profitability (£3.8 million improvement in Adj. EBITDA in FY25 compared to its forecasts without the Restructuring Plan) through site rationalisations, rent reductions and other tangible cost savings. Furthermore, the Board anticipates that the Restructuring Plan will enable a deleveraging of the Group over the two financial periods ending June 2025 and June 2026 (to less than 2x LTM EBITDA anticipated by the end of FY26)^[2]. In addition, the Board expects the equity investment and improved EBITDA generation to enable a recommencement of the Group's refurbishment programme from the start of FY26, with eight sites expected to be refurbished in FY26 and with further refurbishments and selected estate expansion thereafter.

Under the procedure applicable to the Restructuring Plan, there will be a convening hearing, at which the Court will establish whether it has jurisdiction, consider the eligibility of the Plan Company and determine the constitution of classes of creditors and therefore how many meetings should be convened.

Creditors affected by the Restructuring Plan and who have an economic interest in the Plan Company will be entitled to vote. If there is one or more classes of dissenting creditors (i.e. a class which does not approve the Restructuring Plan by the requisite majority), the Restructuring Plan can still be sanctioned by the Court if it is satisfied the following criteria are met:

·      Condition A: Creditors in the dissenting class(es) are no worse off than they would be in the most likely Relevant Alternative scenario; and

·      Condition B: The Restructuring Plan is approved by a number representing 75% in value of a class of creditors or (as the case may be) members, present and voting (in person or by proxy) who would receive payment or have a genuine economic interest in the Plan Company in the event of the Relevant Alternative.

The ability for the Court to 'cram down' dissenting creditors and/or Shareholders is a key feature of the Restructuring Plan, however, as set out above, it requires any dissenting class(es) to be no worse off than in the Relevant Alternative and the Court to be satisfied that the Restructuring Plan is fair. The "Relevant Alternative" is the scenario the Court considers would be the most likely to occur if the Restructuring Plan is not sanctioned.

The Court will only sanction a Restructuring Plan that is capable of being implemented. As such, the Fundraising will provide the Company with sufficient capital to fund the Plan Company's implementation of the Restructuring Plan, to provide additional working capital to the Group, and enable the Group to recommence its site refurbishment programme in FY26.

The Group also continues to explore alternative options available to ensure that any steps taken deliver the best outcome for stakeholders. In addition to the potential Restructuring Plan of the Plan Company, the Group is pursuing the Formal Sale Process, which invites offers for the shares in the Company and/or one or more of its subsidiaries, and also a sale of the business and assets of the Company and/or one of more of its subsidiaries.

Having invested significant time and resources to undertake a thorough diligence process the Board unanimously believes that progressing the Restructuring Plan is in the best interests of the Company, in the event that a Formal Sale Process and/or the M&A Process does not deliver a better outcome for stakeholders.

4.    LENDER CONCESSIONS AND WARRANT INSTRUMENTS

The Company's secured creditor, the Lender has agreed, in principle and subject to final and legally binding documentation being entered into and to the Restructuring Plan being implemented, to provide, in aggregate, c.£6.9 million of additional support to the Group. £6.2m of this additional support would be documented through the Restructuring Plan of the Plan Company by way of a £4.0 million write-off of existing debt and 12 months of payment-in-kind interest estimated, based on the latest company projections, to total £2.2 million. In addition, the Lender has provided c.£0.7 million of additional working capital support by allowing the Group to retain proceeds from the sale of the freehold support office and has also agreed in principle and subject to final and legally binding documentation being entered into and subject to the Restructuring Plan being sanctioned, to extend the term of the facilities, reschedule the amortisation of the outstanding facility, relax the minimum liquidity covenant until April 2025 and delay the reinstatement of the maintenance covenants for a period of time to provide the Group with significant flexibility..

However, the Lender wants to understand the outcome of the Formal Sale Process, and whether a more optimal outcome could be achieved through the Formal Sale Process or the Restructuring Plan of the Plan Company. The Lender has also agreed to waive future minimum liquidity covenant breaches to allow the Plan Company to explore the implementation of a Restructuring Plan and progress the Formal Sale Process.

The Warrants

The Company has also agreed in principle to issue warrants to subscribe for up to 149,634,097 new Ordinary Shares ("Warrant Shares") to the Lender at an exercise price of 0.1 pence per Warrant Share.  Accordingly, there will potentially be up to 149,634,097 Warrant Shares that may be issued by the Company following Admission on an exercise of the Warrants pursuant to the Warrant Instrument which it is intended will be entered into by the Company prior to Admission. Each Warrant will grant the holder the right to subscribe for one new Ordinary Share. The Warrants will be exercisable at a price of 0.1 pence per Ordinary Share during a particular time to be agreed, but such exercise is conditional on:

1. (i) the Company having completed a refinancing of its debt facilities and (ii) the volume weighted average market price for the ordinary shares (as derived from the AIM Appendix of the Daily Official List) being 4 pence or more per ordinary share for 60 consecutive days at any time which may have occurred prior to the refinancing being completed or after; or

2. the sale of all or substantially all of the business and assets of the Group or part thereof, if the proposed partial transaction is expected to result in a payment to shareholders of the Company.

The issue and validity of the Warrant Shares will be conditional, amongst other things, on the passing of the Fundraising Resolutions.

Whilst commercial terms for the Warrants have been agreed, the Lender will use reasonable endeavours to ensure that what is being proposed can be achieved and if the Lender is unable to accept the Warrants for any reason that the Lender and the Company will act in good faith to agree an alternative which achieves a similar commercial position.

The other key terms and conditions of the Warrants as currently envisaged are set out below:

Subscription RightsEach Warrant to be issued is intended to confer on the Lender the right to subscribe for one new Ordinary Share at a price of 0.1 pence per Ordinary Share, by notice to the Company during the a particular time to be agreed, conditional on (1) (i) the Company having completed a refinancing of its debt facilities and (ii) the volume weighted average market price for the ordinary shares (as derived from the AIM Appendix of the Daily Official List) being 4 pence or more per ordinary share for 60 consecutive days at any time which may have occurred prior to the refinancing being completed or after; or, (2) the sale of all or substantially all of the business and assets of the Group or part thereof, if the proposed partial transaction is expected to result in a payment to shareholders of the Company.

Exercise of Warrants                                                The Warrants will be capable of being exercised in whole or in part during an exercise period yet to be determined.

Adjustment to Subscription Rights                       The subscription rights conferred by the Warrants and/or the exercise price of the Warrants shall be adjusted by the Board in its sole discretion on the occurrence of certain events in relation to the Company, including

a)          a subdivision, consolidation or reclassification of the Ordinary Shares;

b)         a reduction of capital or any other reduction in the number of Ordinary Shares in issue from time to time;

c)          an issue of Ordinary Shares by way of dividend or distribution or by way of capitalisation of profits or reserves; or

d)         a consolidation, amalgamation or merger of the Company with or into another entity in certain circumstances,

with the intention, in broad terms, that any such adjustment will leave the Lender in a similar position to the position they were in immediately before the event giving rise to the adjustment.

Transfer                                                                      The Warrants will be freely transferable by the holders.

Security                                                                      The Warrants are not secured.

Modifications                                                             The Company may amend the provisions of the instrument constituting the Warrants ("Warrant Instrument") without the consent of the holders of the Warrants where such amendment is of a minor nature or to correct a manifest error. Otherwise no amendment or abrogation to the terms of the instrument are permitted without the consent of holders of at least 75 per cent. of the Warrants in issue at the time.

Information Rights                                                   The Warrants are intended to entitle holders to receive the Company's annual report and accounts and all accompanying documents, together with every other document sent to the holders of the Ordinary Shares, in each case at the same time as it is sent to the holders of Ordinary Shares.

Administration                                                          The Warrants will be in certificated form. There will also be provisions in the Warrant Instrument for convening meetings of the holders of Warrants.

5.    FUTURE STRATEGY

Following completion of the Fundraising and implementation of the Restructuring Plan, the Board believes the positive guest and brand metrics across the Group's portfolio will enable the Group to benefit from improving market conditions. Furthermore, the Board believes that the improving economic and market dynamics with rising consumer confidence and falling inflation provide a platform for the recovery of the Group's business. The Board also believes that the Group's experienced management team has the sector credentials and expertise to drive medium term group through like for like revenue improvement and expansion of the Group's portfolio, whilst significantly reducing Group leverage.

The Group's strategic focus for the next three financial years can therefore be summarised as follows:

FY25

·      Executing the Restructuring Plan, rationalising its trading estate and protecting the Group's liquidity;

·      Maximising the use of the Group's CRM database;

·      Rolling out the low cost elements of the revised Revolution Bars brand proposition;

·      Continuing the 'premiumisation of Peach Pubs' product and service; and

·      Continuing the enhancement of Revolucion de Cuba's entertainment and brand proposition.

FY26

·      Reducing leverage;

·      Recommencing the 5 year investment cycle for the Group's bars, with a target ROCE of 50% from refurbished sites;

·      Recommencing the 7-8 year investment cycle for the Group's pubs, again with a target ROCE of 50% from refurbished sites; and

·      Exploring site acquisition opportunities across the Peach and De Cuba brands.

FY27

·      Continuing to reduce leverage; and

·      Recommencing the expansion of the Group's brands, with a focus on Peach, Founders & Co and Revolucion de Cuba.

Estate Expansion

The Board believes there is medium and long term site growth potential across Peach, Founders & Co and Revolucion de Cuba given the strength of their respective propositions. 

Peach Pubs

The Board is currently seeing a number of high quality investment opportunities in the leasehold food-led pub market, either as single site or multi-site portfolio expansion opportunities. The Group's key focus is on locations in prosperous towns, with the potential to achieve more than £200,000 site EBITDA per site. Typical sites are expected to require approximately £1.0 million initial capex investment and £250,000 opening costs, with an expectation that is some cases landlords would fund approximately 50 per cent. of the initial capex required. Target areas include Winchester, Bristol, Bath, Cheltenham, Worcester and Brighton.

Founders & Co

The Board believes that the success of the Group's first site in Swansea supports the roll-out potential of Founders & Co. Several locations have been evaluated including very progressed discussions regarding a site in Sheffield. A typical new site is expected to require approximately £1.0 million of capex investment and £250,000 of opening costs with a 4-year target pay back on this investment. The Board believes that there is a broad range of target locations across the UK subject to availability of sufficient funding.

Revolucion de Cuba

Whilst the Group's priority in the medium term will be the expansion of Peach and Founders & Co, the Board believes there remains capacity in the UK for expansion of its portfolio of Revolucion de Cuba sites. In particular, the Board believes there is potential for site expansion across London together with other target cities such as Brighton and Edinburgh. The Board considers that the United Kingdom could support a portfolio of 30 Revolucion de Cuba sites. A typical new site is expected to require approximately £1.0 million of capex investment and £250,000 of opening costs. Furthermore, the Board believes that there is potential to consider converting certain Revolution Bars sites into Revolucion de Cuba sites to mitigate the initial capex outlay.

6.    DIRECTORS PARTICIPATION IN THE FUNDRAISING

The following Directors of the Company intend to subscribe for an aggregate of 12,050,000 New Ordinary Shares at the Issue Price in the Placing and Open Offer as follows:

Number of New Ordinary Shares

7.    PROPOSED BOARD CHANGES

As detailed above, the Subscription included the subscription of 300,000,000 New Ordinary Shares (raising gross proceeds of £3.0 million) with Luke Johnson, the founder of Risk Capital Partners and a serial investor in hospitality businesses. It is expected that Mr Johnson will join the Board as a non-executive director following completion of the Restructuring Plan and the Fundraising with a view to him being proposed to take the role of Chairman at the Company's annual general meeting in 2024, in each case subject to the required regulatory due diligence checks pursuant to the AIM Rules.

Luke Johnson has been involved in the hospitality industry for 40 years. He was chair of PizzaExpress in the 1990s, chair of Giraffe restaurants, chair of Strada restaurants, chair of Draft House pubs, a director of Laines Pubs and is a director and co-owner of Gail's bakeries.

In addition, for as long as Robus  holds in aggregate at least 17 per cent. of the Company's issued share capital following Admission, it will have the right to appoint a board observer to attend the Company's board meetings.

8.     USE OF PROCEEDS

The gross proceeds of the Fundraising are expected to be approximately £12.5 million (assuming full subscription of the Placing and Open Offer). It is proposed that such proceeds will be used to fund the implementation of the Restructuring Plan by the Plan Company (£4.5 million) and provide additional working capital to the Group.

9.    EFFECT OF THE FUNDRAISING ON THE COMPANY'S SHARE CAPITAL

Upon completion of the Placing and Open Offer, and assuming their full take up, the Placing Shares and Open Offer Shares will represent approximately 13.5 per cent. of the Enlarged Share Capital. The Firm Placing Shares and Subscription Shares will represent approximately 70.2 per cent. of the Enlarged Share Capital. The New Ordinary Shares (assuming full take up of the Placing and Open Offer) will represent approximately 84.6 per cent. of the Enlarged Share Capital and the Existing Ordinary Shares will represent approximately 15.4 per cent. of the Enlarged Share Capital. If the Warrants to be issued are exercised in full, the Warrant Shares issued pursuant to such exercise will represent 10.0 per cent. of the Company's issued share capital immediately after Admission.

10.  DILUTIVE IMPACT OF THE FUNDRAISING

The proposed issue of the New Ordinary Shares pursuant to the Fundraising will dilute existing shareholdings of Shareholders. Qualifying Shareholders will be able to reduce the extent of this dilution by applying for Open Offer Shares under the Open Offer.

The maximum dilution which a Shareholder will be subject to if he/she does not participate in the Open Offer as a result of completion of the Fundraising (assuming full take up of the Open Offer), is 84.6 per cent.

11.  PROPOSED NEW INCENTIVE SCHEME

It is proposed that, a new incentive scheme will be implemented for Executive Board members and the Group's senior management team to ensure alignment with shareholders of the Company conditional upon completion of the Placing and implementation of the Restructuring Plan. It is intended that the overall shareholder dilution of the new incentive plan will be limited to 10% of the total issued share capital of the Company following completion of the Placing and implementation of the Restructuring Plan.  Further details of the proposed new incentive scheme will be announced in due course.

12.  The Formal Sale Process/M&A Process

In order to explore whether a potential sale of the Company or any of its business, assets and/or subsidiaries would provide a better outcome to stakeholders than the Restructuring Plan, a Formal Sale Process (as referred to in Note 2 on Rule 2.6 of the Takeover Code) and an M&A Process are being launched.

This approach has been agreed with the Takeover Panel with any discussions with third parties pursuant to the sale process taking place within the context of the Formal Sale Process and the M&A Process to enable conversations with parties interested in exploring such a proposal to take place on a confidential basis.

The Company intends to conduct a targeted process, focused on those parties who understand and value the full potential of the Company and the Company's business and assets. Any interested party will be required to enter into a non-disclosure and standstill agreement with the Company, before being permitted to participate in the process.

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the Formal Sale Process will not be required to be publicly identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the Formal Sale Process.

The Company is considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements as set out in paragraph 17 below will apply.

The outcome of the Formal Sale Process or the M&A Process may or may not result in a sale of the Company or some or all of the Company's subsidiaries, businesses and assets (of both the Company and/or its subsidiaries). The Company is not in receipt of any approaches, nor is it in discussions with any potential offeror, at the time of this announcement. Further information on the Takeover Code is set out in paragraph 17 below.  

APPENDIX 1

TERMS AND CONDITIONS OF THE EQUITY PLACINGS

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE EQUITY PLACINGS.

THE 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 FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE EQUITY PLACINGS.  THE ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THE ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN REVOLUTION BARS GROUP PLC.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THEREFORE MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE FIRM PLACING SHARES AND THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Firm Placing Shares and/or the Placing Shares is being made in any such jurisdiction.

All offers of the Firm Placing Shares and/or the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  In the United Kingdom, the Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Firm Placing Shares and/or the Placing Shares and neither the Firm Placing Shares nor the Placing Shares have been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Firm Placing Shares and/or the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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

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

By participating in the Bookbuild and the Equity Placings, each Placee will be deemed to have read and understood the Announcement in its entirety, to be participating, making an offer and acquiring Firm Placing Shares and/or the Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

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

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

1.     it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Firm Placing Shares and/or the 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 who acquires any Firm Placing Shares and/or the Placing Shares pursuant to the Equity Placings:

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

b)    if it is not a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus regulation, its participation in the Equity Placings has been specifically agreed with Cavendish in writing; and

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

i.      the Firm Placing Shares and/or the Placing Shares acquired by it in the Equity Placings have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or

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

3.     in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Firm Placing Shares and/or the Placing Shares pursuant to the Equity Placings:

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

b)    if it is not a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation, its participation in the Equity Placings has been specifically agreed with Cavendish in writing; and

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

i.      the Firm Placing Shares and/or the Placing Shares acquired by it in the Equity Placings have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or

ii.     where Firm Placing Shares and/or the Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Firm Placing Shares and/or the Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons; and

4.     it is acquiring the Firm Placing Shares and/or the Placing Shares for its own account or is acquiring the Firm Placing Shares and/or 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 the Announcement; and

5.     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

6.     except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is located outside of the United States and is acquiring the Firm Placing Shares and/or the Placing Shares in "offshore transactions" as defined in and in accordance with Regulation S under the Securities Act; and

7.     it has not offered, sold or delivered and will not offer to sell or deliver any of the Firm Placing Shares and/or the Placing Shares to persons within the United States, directly or indirectly; neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Firm Placing Shares and/or the Placing Shares; and it is not taking up the Firm Placing Shares and/or the Placing Shares for resale in or into the United States; and

8.     the Company and Cavendish will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No prospectus

The Firm Placing Shares and/or 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 Equity Placings or the Firm Placing Shares and/or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in the Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of the Announcement (the "Publicly Available Information") and subject to any further terms set out in the contract note, electronic trade or other (oral or written) confirmation to be sent to individual Placees.

Each Placee, by participating in the Equity Placings, agrees that the content of the Announcement 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 Cavendish or the Company or any other person and none of Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective Affiliates has or shall have any liability for any Placee's decision to participate in the Equity Placings based on any other information, representation, warranty or statement.  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 Equity Placings.  No Placee should consider any information in the Announcement to be legal, tax or business advice.  Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Firm Placing Shares and/or 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

Cavendish has entered into a placing and open offer agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, will agree to use its reasonable endeavours to procure Placees for the Firm Placing Shares and/or the Placing Shares. Neither of the Equity Placings is being underwritten.

The final number of New Ordinary Shares at the Issue Price will be determined following completion of the Bookbuild as set out in the Announcement.

The Firm Placing Shares are not subject to clawback.

The Placing Shares are being offered pursuant to the Placing, subject to clawback in respect of valid applications received for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Further details of the placing procedure and terms on which the Firm Placing Shares and Placing Shares are being offered are set out below.

The Firm Placing Shares and/or the Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid, and will rank pari passu in all respects with the existing issued ordinary shares of £0.001 pence each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.

Lock-up

As part of the Equity Placings, the Company has agreed that, for a period commencing on the date of the Placing Agreement and ending one hundred and twenty (120) days after the date of Admission, it will not without the prior written consent of Cavendish directly or indirectly allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share in the capital of the Company (save for the allotment and issue of any New Ordinary Shares in relation to the Fundraising and the grant and exercise of options pursuant to the option schemes, agreements and arrangements disclosed in the Circular or otherwise by Regulatory Information Service before the date of this Agreement).

Applications for admission to trading

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM.

Subject to, amongst other things, the Fundraising Resolutions being passed by the requisite majorities at the General Meeting, it is expected that settlement of the Firm Placing Shares and/or the Placing Shares will become effective on or around 8.00 a.m. on 3 September 2024 and that dealings in the Firm Placing Shares and/or the Placing Shares on AIM will commence at that time or such later time and/or dates as the Company and Cavendish may agree (being in any event no later than 8.00 a.m. on 30 September 2024 or such later date as is agreed in writing between the Company and Cavendish as may be required as the result of a delay in the Court timetable for obtaining sanction of the Restructuring Plan ).

The Bookbuild

Cavendish will today commence an accelerated bookbuilding process to determine demand for participation in the Equity Placings by potential Placees at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Equity Placings.  No commissions will be paid to Placees or by Placees in respect of any Firm Placing Shares and/or Placing Shares.

Cavendish and the Company shall be entitled to effect the Equity Placings by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Principal terms of the Bookbuild and Equity Placings:

1.     Cavendish is arranging the Equity Placings as broker and placing agent of the Company.

2.     Participation in the Equity Placings will only be available to persons who may lawfully be, and are, invited by Cavendish to participate.  Cavendish and any of its Affiliates are entitled to enter bids in the Bookbuild.

3.     The number of Firm Placing Shares and Placing Shares will be agreed by Cavendish (in consultation with the Company) following completion of the Bookbuild. The number of Firm Placing Shares and Placing Shares (subject to clawback) to be issued will be announced on an RIS following the completion of the Bookbuild via the Bookbuild Results Announcement.

4.     The price per New Ordinary Share (the "Issue Price") is fixed at 1 pence.

5.     Each Placee's allocation will be determined by Cavendish in its discretion following consultation with the Company and will be confirmed to Placees either orally or by email by Cavendish.  Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at its absolute discretion, in consultation with the Company, and may scale down any bids for this purpose on the basis referred to in paragraph 6 below. 

6.     Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation issued to such Placee by Cavendish.  The terms of this Appendix will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.

7.     Subject to paragraphs 4 and 5 above, Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed.  Cavendish may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company:

a)     allocate Firm Placing Shares and/or Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and

b)    allocate Firm Placing Shares and/or Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

Each Placee's allocation and commitment to acquire Firm Placing Shares and/or Placing Shares will be made on the terms and subject to the conditions in this appendix and will be legally binding on the Placee on behalf of which it is made and except with Cavendish's consent will not be capable of variation or revocation after the time at which it is submitted.  Following Cavendish's oral or written confirmation of each Placee's allocation and commitment to acquire Firm Placing Shares and/or Placing Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to pay in cleared funds an amount equal to the number of Firm Placing Shares and, once apportioned after clawback in accordance with procedure outlined below, any Placing Shares for which such Placee has agreed to subscribe. 

8.     Except as required by law or regulation, no press release or other announcement will be made by Cavendish or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

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

10.  All obligations under the Bookbuild and Equity Placings will be subject to fulfilment of the conditions referred to below under "Conditions of the Equity Placings" and to the Equity Placings not being terminated on the basis referred to below under "Termination of the Equity Placings".

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

12.  To the fullest extent permissible by law and applicable FCA rules and regulations, none of:

a)     Cavendish;

b)    any of its Affiliates; or

c)     to the extent not contained within (a) or (b), any person connected with Cavendish as defined in the FSMA,

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither Cavendish nor any of its Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Bookbuild or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Placing Procedure

Placees shall acquire the Firm Placing Shares to be issued pursuant to the Firm Placing and Placing Shares to be issued pursuant to the Placing (after clawback) and any allocation of the Firm Placing Shares and Placing Shares (subject to clawback) to be issued pursuant to the Placings will be notified to them on or around 10 April 2024 (or such other time and/or date as the Company and Cavendish may agree).

Placees will be called upon to subscribe for, and shall subscribe for, the Placing Shares only to the extent that valid applications by Qualifying Shareholders under the Open Offer are not received by 11.00 a.m. on 30 April 2024 (or by such later time and/or date as the Company may agree with Cavendish) or if applications have otherwise not been deemed to be valid in accordance with the terms and conditions of the Circular and, in respect of qualifying non-CREST holders only, the Application Form.

Payment in full for any Firm Placing Shares and Placing Shares so allocated in respect of the Equity Placings at the Issue Price must be made by no later than 11.00 a.m. on 3 September 2024 (or such other date as shall be notified to each Placee by Cavendish). Cavendish will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the crediting of the Open Offer Entitlements in CREST, Admission or otherwise.

Registration and Settlement

Settlement of transactions in the Firm Placing Shares and/or Placing Shares (ISIN: GB00BVDPPV41) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST is expected to occur (subject to the Fundraising Resolutions having been duly passed at the General Meeting), on 3 September 2024 (each a "Settlement Date"), in accordance with the contract notes or electronic trade confirmation or other (oral or written) confirmation.  Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Firm Placing Shares and/or Placing Shares to CREST or the use of CREST in relation to the Equity Placings, the Company and Cavendish may agree that the Firm Placing Shares and/or Placing Shares should be issued in certificated form.  Cavendish reserves the right to require settlement for the Placing Shares, and to deliver the Firm Placing Shares and/or Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Following the close of the Bookbuild, each Placee to be allocated New Ordinary Shares in the Equity Placingss will be sent a contract note in accordance with the standing arrangements in place with Cavendish stating the number of New Ordinary Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to Cavendish and settlement instructions (subject, in the case of the Placing Shares, to clawback). 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 New Ordinary Shares that it has in place with Cavendish.

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

Each Placee is deemed to agree that, if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for Cavendish's own 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 Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Firm Placing Shares and/or Placing Shares on its behalf.  By communicating a bid for Firm Placing Shares and/or Placing Shares, such Placee confers on Cavendish all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which Cavendish lawfully takes in pursuance of such sale.

If Firm Placing Shares and/or Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or the electronic trade confirmation or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation.  Insofar as Firm Placing Shares and/or Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Firm Placing Shares and/or Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  If there are any circumstances in which any United Kingdom 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 Firm Placing Shares and/or 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 or agreement to transfer Firm Placing Shares and/or Placing Shares), the Company shall not be responsible for payment thereof.  Placees will not be entitled to receive any fee or commission in connection with the Equity Placings.

Conditions of the Equity Placings

The Equity Placings are conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Cavendish's obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions"):

1.     the publication and dispatch of the Circular by the Company on 15 April 2024 (or such later time and date as the Company and Cavendish may agree);

2.     the passing of the Fundraising Resolutions required to complete the Equity Placings, the Subscription and Open Offer to be set out in the Notice of General Meeting (without material amendment);

3.     the Company having complied with all of its material obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;

4.     none of the warranties contained in the Placing Agreement, in the opinion of Cavendish, being untrue or inaccurate or misleading at the date of the Placing Agreement or becoming untrue or inaccurate or misleading at any time between such date and Admission by reference to the facts and circumstances from time to time subsisting;

5.     the Restructuring Plan being sanctioned by the Court and there being (i) no outstanding application for permission to appeal the order 21 days following the order being made, or (ii)  in the event of any application for permission to appeal, such application has been unsuccessful, refused, withdrawn or discontinued, in each case on or before the Long Stop Date or such later date as may be provided for in the documents which govern the Fundraising;;

6.     the Bank having provided and not withdrawn the Bank Waiver;

7.     the Term Sheet having been signed by all the parties thereto and not having been withdrawn;

8.     the Subscription Agreements having been signed by all the parties thereto and not having been terminated in accordance with their terms; and

9.     Admission occurring no later than 8.00 a.m. on 3 September 2024 (or such later time and/or date, not being later than 8.00 a.m. on 30 September 2024 (or such later date as is agreed in writing between the Company and Cavendish as may be required as the result of a delay in the Court timetable for obtaining sanction of the Restructuring Plan) (the "Closing Date").

Cavendish may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of certain such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing Agreement relating to (amongst other things) Admission taking place 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 Cavendish by the relevant time or date specified (or such later time or date as the Company and Cavendish may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Termination of the Placing', the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Ordinary 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 Cavendish, 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 Equity Placings, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Equity Placings generally, and by participating in the Equity Placings each Placee agrees that any such decision is within the absolute discretion of Cavendish.

Termination of the Equity Placings

Cavendish is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if at time before Admission:-

1.     in the opinion of Cavendish, the Company has failed in any material respect to comply with any of its obligations under the Placing Agreement which Cavendish considers to be material in the context of the Fundraising;

2.     any of the warranties or undertakings contained in the Placing Agreement is not, or has ceased to be, true and accurate in any material respects and not misleading (or would not be true and accurate in all material respects and not misleading if then repeated) by reference to the facts subsisting at the time;

3.     there has occurred, in the opinion of Cavendish, a material adverse change (whether or not foreseeable at the date of the Placing Agreement); or

4.     the occurrence in the opinion of Cavendish of certain force majeure events, the effect of which is such as to make it, in the opinion of Cavendish, impracticable or inadvisable to proceed with the Fundraising in the manner contemplated in the Placing Agreement or Admission.

Upon termination, Cavendish shall be released and discharged (except for any liability arising before or in relation to such termination) from its obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If Cavendish exercises its right to terminate the Placing Agreement before Admission, then the Placing Agreement shall cease and terminate and the Equity Placings will not proceed.

By participating in the Equity Placings, each Placee agrees that (i) the exercise by Cavendish of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Cavendish 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 the heading 'Termination of the Equity Placings' and the heading 'Conditions of the Equity Placings', and its participation will not be capable of rescission or termination by it after oral confirmation by Cavendish of the allocation and commitments following the close of the Bookbuild.

Representations, warranties and further terms

By submitting a bid in the Bookbuild, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and Cavendish (in its capacity as placing agent of the Company in respect of the Equity Placings) that (save where Cavendish expressly agrees in writing to the contrary):

1.     it has read and understood the Announcement in its entirety and that its acquisition of the Firm Placing Shares and/or Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that 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 Admission, the Equity Placings, the Company, the Firm Placing Shares and/or Placing Shares or otherwise, other than the information contained in the Announcement and the Publicly Available Information;

2.     neither Cavendish nor any of its respective affiliates, 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 Equity Placings;

3.     it has not received and will not receive a prospectus or other offering document in connection with the Equity Placings and acknowledges that no prospectus or other offering document:

a)     is required under the Prospectus Regulation or other applicable law; and

b)    has been or will be prepared in connection with the Equity Placings;

4.     in connection with the Equity Placings, Cavendish and any of their affiliates acting as an investor for its own account may acquire Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Equity Placings. Accordingly, references in this Announcement to the New Ordinary Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Cavendish or any of its affiliates acting in such capacity;

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

6.     it is acquiring Ordinary Shares for its own account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgments, representations and agreements contained in this Announcement;

7.     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 AIM Rules for the Companies (the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it applies in the United Kingdom as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

8.     that these terms and conditions represent the whole and only agreement between it, Cavendish and the Company in relation to its participation in the Equity Placings and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Equity Placings, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Firm Placing Shares and/or Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Firm Placing Shares and/or Placing Shares. Each Placee agrees that neither the Company, Cavendish nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

9.     it has made its own assessment of the Firm Placing Shares and/or Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Equity Placings and neither Cavendish nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Firm Placing Shares and/or Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested Cavendish, the Company, any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such information;

10.  neither Cavendish nor any person acting on behalf of it nor any of its Affiliates has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

11. 

a)     the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Firm Placing Shares and/or Placing Shares is contained in the Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Firm Placing Shares and/or Placing Shares and it has made its own assessment of the Company, the Firm Placing Shares and/or Placing Shares and the terms of the Equity Placings based on the information in the Announcement and the Publicly Available Information;

b)    neither Cavendish, nor the Company (nor any of their respective Affiliates) have made any representation or warranty to it, express or implied, with respect to the Company, the Equity Placings or the Firm Placing Shares and/or Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Equity Placings or the Firm Placing Shares and/or Placing Shares;

c)     neither Cavendish nor the Company will be liable for any Placee's decision to participate in the Equity Placings based on any other information, representation, warranty or statement;

d)    it has conducted its own investigation of the Company, the Equity Placings (including its terms and conditions) and the Firm Placing Shares and/or Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Equity Placings; and

e)    it has not relied on any investigation that Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Equity Placings or the Firm Placing Shares and/or Placing Shares;

12.  the content of the Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf nor any of its Affiliates is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in the Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Equity Placings based on any information, representation, warranty or statement contained in the Announcement, the Publicly Available Information or otherwise.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

13.  the Firm Placing Shares and/or Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Firm Placing Shares and/or Placing Shares under the Securities Act or any other securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan and, therefore the Firm Placing Shares and/or Placing Shares may not be offered, re-offered, sold, re-sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

14.  it may be asked to disclose in writing or orally to Cavendish : (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

15.  where it is acquiring Firm Placing Shares and/or Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Firm Placing Shares and/or Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Equity Placings in the form provided to it by Cavendish;

16.  it has the funds available to pay for the Firm Placing Shares and/or Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total amount in accordance with the terms of the Announcement on the due time and date set out herein, failing which the relevant Firm Placing Shares and/or Placing Shares may be placed with other Placees or sold at such price as Cavendish determines;

17.  it and/or each person on whose behalf it is participating:

a)     is entitled to acquire Firm Placing Shares and/or Placing Shares pursuant to the Equity Placings under the laws and regulations of all relevant jurisdictions;

b)    has fully observed such laws and regulations;

c)     has the capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Firm Placing Shares and/or Placing Shares and will honour such obligations; and

d)    has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Firm Placing Shares and/or Placing Shares;

18.  it is not, and any person who it is acting on behalf of is not, and at the time the Firm Placing Shares and/or Placing Shares are acquired will not be, a resident of, or be located or have an address in, or subject to the laws of, the United States, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Firm Placing Shares and/or Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

19.  it and the beneficial owner of the Firm Placing Shares and/or Placing Shares is, and at the time the Firm Placing Shares and/or Placing Shares are acquired will be, outside the United States and acquiring the Firm Placing Shares and/or Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act; 

20.  it understands that neither the Firm Placing Shares nor the Placing Shares have been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Firm Placing Shares and/or Placing Shares;

21.  it understands that the Firm Placing Shares and/or Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Firm Placing Shares and/or Placing Shares may, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.  EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

22.  it is not taking up the Firm Placing Shares and/or Placing Shares as a result of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

23.  it will not distribute, forward, transfer or otherwise transmit the Announcement or any part of it, or any other presentational or other materials concerning the Equity Placings in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

24.  none of Cavendish, the Company nor any of their respective Affiliates nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Equity Placings and that participation in the Equity Placings is on the basis that it is not and will not be a client of Cavendish and that Cavendish does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Equity Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement, nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

25.  it will make payment to Cavendish for the Firm Placing Shares and/or Placing Shares allocated to it in accordance with the terms and conditions of the Announcement on the due times and dates set out in the Announcement, failing which the relevant Firm Placing Shares and/or Placing Shares may be placed with others on such terms as Cavendish determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the proceeds of such Firm Placing Shares and/or Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in the Announcement) which may arise upon the sale of such Placee's New Ordinary Shares on its behalf;

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

27.  the person who it specifies for registration as holder of the Firm Placing Shares and/or Placing Shares will be:

a)     the Placee; or

b)    a nominee of the Placee, as the case may be,

and that Cavendish and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Firm Placing Shares and/or Placing Shares pursuant to the Equity Placings and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Firm Placing Shares and/or Placing Shares will be allotted to a CREST stock account of Cavendish or transferred to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

28.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Firm Placing Shares and/or 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 (depository receipts and clearance services) and that it is not participating in the Equity Placings as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Firm Placing Shares and/or Placing Shares would give rise to such a liability;

29.  if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Firm Placing Shares and/or Placing Shares that are allocated to it for the purposes of its business only;

30.  it has not offered or sold and will not offer or sell any Firm Placing Shares and/or Placing Shares to persons in a Relevant State prior to the expiry of a period of six months from Admission 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 FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

31.  if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

32.  it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Firm Placing Shares and/or Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Announcement has not been approved by Cavendish 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 financial promotion by an authorised person;

33.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Firm Placing Shares and/or Placing Shares (including all relevant provisions of the FSMA and the MAR in respect of anything done in, from or otherwise involving the United Kingdom);

34.  if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Firm Placing Shares and/or Placing Shares acquired by it in the Equity Placings 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 other than Qualified Investors, or in circumstances in which the express prior written consent of Cavendish has been given to each proposed offer or resale;

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

36.  if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Equity Placings, it has not:

a)     dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;

b)    encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or

c)     unlawfully disclosed such information to any person, prior to the information being made publicly available;

37.  Cavendish and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Firm Placing Shares and/or Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Firm Placing Shares and/or Placing Shares any other securities of the Company or other related investments in connection with the Equity Placings or otherwise.  Accordingly, references in the Announcement to the Firm Placing Shares and/or Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its affiliates acting as an investor for its or their own account(s).  Neither Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

38.  it:

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

b)    is not a person:

i.      with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

ii.     named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

iii.    subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, the "Regulations") 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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Cavendish such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Equity Placings (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Cavendish on the basis that any failure by it to do so may result in the number of Firm Placing Shares and/or Placing Shares s that are to be acquired by it or at its direction pursuant to the Equity Placings being reduced to such number, or to nil, as Cavendish may decide at its sole discretion;

39.  in order to ensure compliance with the Regulations, Cavendish (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 Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Firm Placing Shares and/or Placing Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Firm Placing Shares and/or Placing Shares to it in uncertificated form may be delayed at Cavendish's or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Cavendish 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;

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

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

42.  its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to subscribe for, and that Cavendish or the Company may call upon it to subscribe for a lower number of New Ordinary Shares (including, in the case of the Placing, if scaled back due to clawback), but in no event in aggregate more than the aforementioned maximum;

43.  Cavendish may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Equity Placings, should it see fit;

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

45.  it acknowledges that its commitment to acquire Firm Placing Shares and/or Placing Shares on the terms set out in the Announcement and in the contract note, through the electronic trade confirmation or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Equity Placings and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cavendish's conduct of the Equity Placings;

46.  it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Firm Placing Shares and/or Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Equity Placings.  It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Equity Placings, including the merits and risks involved;

47.  it acknowledges that it will not look to Cavendish for all or part of any such loss it may suffer. It further acknowledges that it is able to sustain a complete loss of investment in the Ordinary Shares. It further acknowledges that it has no need for liquidity with respect to its investment in the Ordinary Shares. It further acknowledges that it 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 Ordinary Shares.

48.  it irrevocably appoints any duly authorised officer of Cavendish 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 Firm Placing Shares and/or Placing Shares for which it agrees to acquire upon the terms of the Announcement;

49.  the Company, Cavendish and others (including each of their respective Affiliates) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;

50.  it is acting as principal only in respect of the Equity Placings or, if it is acquiring the Firm Placing Shares and/or Placing Shares as a fiduciary or agent for one or more investor accounts, it:

a)     is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

b)    will remain liable to the Company and Cavendish for the performance of all its obligations as a Placee in respect of the Equity Placings (regardless of the fact that it is acting for another person);

51.  time is of the essence as regards its obligations under this Appendix;

52.  any document that is to be sent to it in connection with the Equity Placings will be sent at its risk and may be sent to it at any address provided by it to Cavendish;

53.  the Firm Placing Shares and/or Placing Shares will be issued subject to the terms and conditions of this Appendix; and

54.  the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Firm Placing Shares and/or Placing Shares pursuant to the Bookbuild and/or the Equity Placings and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination or 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 Firm Placing Shares and/or Placing Shares (together with interest chargeable thereon) may be taken by the Company or Cavendish 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.

By participating in the Equity Placings, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cavendish, the Company or each of their respective Affiliates arising from the performance of the Placee's obligations as set out in the Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Equity Placings.

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

The agreement to allot and issue Firm Placing Shares and/or Placing Shares Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Firm Placing Shares and/or Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Firm Placing Shares and/or Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Firm Placing Shares and/or Placing Shares , stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Cavendish shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify Cavendish accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Firm Placing Shares and/or Placing Shares or the agreement by them to acquire any Firm Placing Shares and/or Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Equity Placings as an agent or nominee) the allocation, allotment, issue or delivery of Firm Placing Shares and/or Placing Shares s has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that either the Company and/or Cavendish have incurred any such liability to such taxes or duties.

The Company and Cavendish are not liable to bear any taxes that arise on a sale of Ordinary Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Cavendish and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold Cavendish and/or the Company and their respective affiliates harmless form any and al 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.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to Cavendish for itself and on behalf of the Company and are irrevocable.

Cavendish is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Bookbuild and the Equity Placings or any other matter referred to in the Announcement, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild or the Fundraising or any other matters referred to in the Announcement.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cavendish may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Firm Placing Shares and/or Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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 the Cavendish's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in the Announcement are to London time, unless otherwise stated.

All times and dates in the Announcement may be subject to amendment.  Placees will be notified of any changes.

No statement in the Announcement is intended to be a profit forecast or estimate, and no statement in the Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.

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 Firm Placing Shares and/or Placing Shares to be issued pursuant to the Equity Placings will not be admitted to trading on any stock exchange other than the AIM market of the 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 Announcement.

APPENDIX 2

DEFINITIONS