TIDMWAND

RNS Number : 7282P

WANdisco Plc

11 June 2020

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

11 June 2020

WANdisco plc

("WANdisco" or the "Company")

Proposed Placing of New Ordinary Shares

WANdisco plc (AIM: WAND), the LiveData company for machine learning and AI, announces its intention to raise a minimum of $25 million by way of a non pre-emptive placing (the "Placing") of approximately 3,041,880 new ordinary shares of 10 pence each in the capital of the Company (the "Placing Shares") at a price of 650 pence (the "Placing Price") per Placing Share. The Placing Shares would represent approximately 6.3 per cent. of the Company's current issued ordinary share capital.

The Placing, which is being conducted by way of an accelerated bookbuilding process (the "Bookbuild") available to qualifying new and existing investors, will be launched immediately following this announcement.

Highlights

 
      --   Placing to raise a minimum of $25 million by way of a non 
            pre-emptive placing 
      --   Net proceeds to be used to strengthen the Group's balance 
            sheet and to provide further working capital alongside the 
            optionality to accelerate the Company's growth ambitions and 
            to pursue near term opportunities with channel partners 
      --   Additional liquidity will allow the Group to deliver significant 
            scale through capitalising upon strong operational momentum, 
            including the public launch of the Microsoft Azure LiveData 
            Platform and a global reseller agreement with a large global 
            systems integrator 
      --   The Group continues to work towards becoming run rate break 
            even by capitalising on the opportunity for customers to move 
            their data through the Microsoft Azure LiveData Platform, 
            that will continue to scale in revenue attribution over time 
 

Background to the Placing and use of proceeds

Further to this afternoon's full year results announcement, WANdisco continues to deliver on its strategic goals underpinned by its patented WANdisco Fusion ("Fusion") data replication technology and its WANdisco LiveData platform ("LiveData"). The Company plans to use the proceeds from the Placing (the "Proceeds") to capitalise on its strong operational momentum over the last year and to further accelerate its growth ambitions.

In 2019, the Company delivered on its primary strategic goal through cementing its partnership with Microsoft to embed Fusion into Azure, allowing customers to use Fusion as if it was a native Azure offering. Fusion provides a seamless customer experience and is the fastest and easiest way to establish data connectivity and the replication of continuously changing data from on-premises to cloud storage with guaranteed consistency, no downtime and no business disruption.

In recent days, the Company announced the availability of WANdisco LiveData Platform for Azure in limited public preview, a new Azure service offering available exclusively on Microsoft Azure. This launch marks a landmark occasion in WANdisco's vendor partnership strategy, with the Company being the first independent software vendor to be integrated as a service within Microsoft Azure and will help facilitate petabyte scale cloud migration without business interruption within the world's largest cloud ecosystem. The Company's management in conjunction with Microsoft are targeting an addressable market of 200-300 exabytes of data on-premise, and over the next 12 months expect to sign over 50 new customers on the Azure platform.

The Company has also secured a global reseller agreement with a large global systems integrator. The customer will have access to the Company's full suite of solutions and use these to build its own data migration practice for moving data at scale into the public cloud. This agreement is significant for the Company as the relationship will encompass and target all major public cloud vendors, and a pipeline of opportunities is immediately being explored following successful deployment in a large-scale customer environment. Given the scale and reach of the global systems integrator, with 240,000 people in 46 countries, the Company sees potential for material upside once the global systems integrator's data migration practice is complete.

In order to capitalise on this strong operational momentum and further accelerate its growth ambitions, the Company is seeking to raise additional equity capital. The net Proceeds from the Placing will be used to strengthen the Group's balance sheet and to provide further working capital alongside the optionality to accelerate the Company's growth ambitions and to pursue near term opportunities with channel partners. With a greater reliance on the Microsoft sales organisation and systems integrator partners, the Company can also accelerate enablement of these parties for the business to scale. Secondly, the Company would seek to replicate its achievements with Microsoft on a second platform, given the strong levels of interest from other cloud platform vendors. Following the Placing, the Company's increased liquidity will give further confidence to new strategic partners and customers as well as preparing the Company for this next phase of growth.

Current Trading and Outlook

The Company ended 2019 with a number of delayed deals linked to the availability of its newly launched LiveData Platform. Consequently, 2020 was always going to be a predominantly second half weighted year, with Microsoft projected to represent at least 50 per cent. of the Company's 2020 revenues. With the launch of the LiveData Platform for Azure, the Company remains confident of reaching market estimates for 2020. As at 31 May 2020, the Company's cash balance was c.$12 million and we expect total cash costs in 2020 to be c.$37 million.

David Richards, Chief Executive and Chairman of WANdisco, commented:

"Following the public launch of our joint product with Microsoft in June, there is a plethora of opportunities ahead, both to drive scale and new customer acquisition through the platform, and to replicate this success across other major cloud vendors. This additional liquidity will provide us with the optionality to capitalise on recent successes and accelerate our growth while strengthening our balance sheet. Our embedded technology now provides the key to open the world's largest cloud ecosystem, a model that will deliver significant scale and operational leverage in the years to come."

Details of the Placing

Stifel Nicolaus Europe Limited ("Stifel") and Beech Hill Securities, Inc. ("Beech Hill") are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Placing pursuant to an agreement entered into between the Company and the Joint Bookrunners dated 11 June 2020 (the "Placing Agreement").

The Placing, which is being conducted by way of an accelerated bookbuilding process available to qualifying new and existing institutional investors, will be launched immediately following this announcement (being together with the appendix, the "Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement (the "Appendix").

The timing of the closing of the Placing, the number of Placing Shares and allocations are at the discretion of the Company and the Joint Bookrunners and a further announcement confirming these details will be made in due course. Members of the public are not permitted to participate in the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares of the Company including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue. As the Company will require additional shareholder authorities in order to issue the Placing Shares, their admission to trading will be conditional upon shareholder approval. Therefore, a shareholder circular is due to be published on 12 June 2020 (the "Circular") with the General Meeting due to take place on or around 29 June 2020 (the "General Meeting").

In the event that the Company has demand from investors which exceeds the minimum of $25 million, the Company may consider increasing the size of the Placing up to 5,602,187 new ordinary shares, representing11.6 per cent. of the current issued ordinary share capital of the Company. Any decision to upsize would only be made after careful consideration of the prevailing market conditions and whether appropriate opportunities exist for the deployment of additional Placing proceeds. There is no certainty that the maximum number of new ordinary shares will be issued, even if sufficient investor demand exists.

Prior to launch of the Placing, the Company consulted with a significant number of its shareholders to gauge their feedback as to the terms of the Placing. Feedback from this consultation was supportive and as a result the Board has chosen to proceed with the Placing. The Placing is being structured as a Bookbuild to minimise execution and market risk. The Board intends to apply the principles of pre-emption when allocating Placing Shares to those shareholders that participate in the Placing.

The Company will make an application for the Placing Shares to be admitted to trading on AIM ("Admission"). Subject to Admission becoming effective, it is expected that the settlement of subscriptions in respect of the Placing Shares and trading in the Placing Shares will commence at 8.00 a.m. on 30 June 2020.

The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement and which forms part of this Announcement.

A further announcement will be made following the completion of the Bookbuild.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement.

Timetable

Latest time and date for receipt of commitments under the Placing 8.00 p.m. on 11 June 2020

Results of the Placing announced by close of business on 12 June 2020

Circular for General Meeting publication by close of business on 12 June 2020

General Meeting on 29 June 2020

Admission and dealings in Placing Shares commence 8.00 a.m. on 30 June 2020

The dates set out in the expected timetable above may be adjusted by the Company and Stifel. In such circumstances details of the new dates will be notified to the London Stock Exchange and an announcement will be made through a Regulatory Information Service.

For further information, please contact:

 
WANdisco plc                               Via FTI Consulting 
David Richards, Chief Executive Officer 
 and Chairman 
Erik Miller, Chief Financial Officer 
 
FTI Consulting                             +44 (0)20 3727 1137 
Matt Dixon / Chris Birt / Kwaku Aning 
 
Stifel (Nomad and Joint Bookrunner)        +44 (0)20 7710 7600 
Fred Walsh / Rajpal Padam                  SNELProjectJaguarV12@stifel.com 
                                           +44 (0) 7418 922 756 / 
Equity Sales                                +44 (0) 7418 922 755 
 
Beech Hill Securities (Joint Bookrunner)   +1 212 350 7200 
 

Thomas Lawrence

Dealing codes

Ticker: WAND

ISIN for the Placing Shares: JE00B6Y3DV84

SEDOL for the Placing Shares: B6Y3DV8

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Market Soundings, as defined in MAR, were taken in respect of the proposed Placing with the result that certain persons became aware of this inside information, as permitted by MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of WANdisco is David Richards, Chief Executive Officer and Chairman of WANdisco.

About WANdisco:

WANdisco is the LiveData Company for machine learning and AI. WANdisco solutions enable enterprises to create an environment where data is always available, accurate and protected, creating a strong backbone for their IT infrastructure and a bedrock for running consistent, accurate machine learning applications. With zero downtime and zero data loss, WANdisco Fusion keeps geographically dispersed data at any scale consistent between on-premises and cloud environments allowing businesses to operate seamlessly in a hybrid or multicloud environment. WANdisco has over a hundred customers and significant go-to-market partnerships with Microsoft Azure, Amazon Web Services, Google Cloud, Oracle, and others as well as OEM relationships with IBM and Alibaba.

For more information on WANdisco, visit http://www.wandisco.com.

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

IMPORTANT NOTICES

This Announcement or any part of it 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). The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of Manufacturers under the Product Governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (as defined within the MiFID II Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the proposed placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunners will only procure investors who meet the criteria of professional

clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

Stifel is regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Stifel will not be responsible to anyone (including any purchasers of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Beech Hill is regulated by the SEC and the Financial Industry Regulatory Authority in the United States of America and is acting exclusively for the Company and no one else in connection with the Placing, and Beech Hill will not be responsible to anyone (including any purchaser of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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

Appendix

Terms and Conditions of the Placing

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

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AS AMED FROM TIME TO TIME) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this Announcement.

The Placees will be deemed to have read and understood this Announcement, including its Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

 
      1.   it is a Relevant Person and undertakes that it will acquire, 
            hold, manage or dispose of any Placing Shares that are allocated 
            to it for the purposes of its business; 
      2.   if it is in a member state of the EEA and/or if it is a financial 
            intermediary, as that term is used in Article 3(2) of the 
            Prospectus Regulation, that any Placing Shares acquired by 
            it in the Placing will not be acquired on a non-discretionary 
            basis on behalf of, nor will they be acquired with a view 
            to their offer or resale to, persons in any member state of 
            the EEA in circumstances which may give rise to an offer of 
            securities to the public, other than an offer or resale in 
            a member state of the EEA which has implemented the Prospectus 
            Regulation to Qualified Investors, or in circumstances in 
            which the prior consent of Stifel has been given to each such 
            proposed offer or resale; 
      3.   it is acquiring the Placing Shares for its own account or 
            is acquiring the Placing Shares for an account with respect 
            to which it exercises sole investment discretion and has the 
            authority to make and does make the representations, warranties, 
            indemnities, acknowledgements, undertakings and agreements 
            contained in this Announcement; 
      4.   it understands (or if acting for the account of another person, 
            such person has confirmed that such person understands) the 
            resale and transfer restrictions set out in this Appendix; 
      5.   it acknowledges that the Placing Shares have not been and 
            will not be registered under the US Securities Act or with 
            any securities regulatory authority of any state or other 
            jurisdiction of the United States and may not be offered, 
            sold or transferred, directly or indirectly, within the United 
            States except pursuant to an exemption from, or in a transaction 
            not subject to, the registration requirements of the US Securities 
            Act and in compliance with any applicable securities laws 
            of any state or other jurisdiction of the United States; 
      6.   except as otherwise permitted by the Company and subject to 
            available exemptions from applicable securities laws, it, 
            and the person(s), if any, for whose account or benefit it 
            is acquiring the Placing Shares: (i) will be either (a) if 
            outside the United States, purchasing the Placing Shares in 
            an "offshore transaction" as defined in Regulation S under 
            the US Securities Act ("Regulation S"), in accordance with 
            Rule 903 or Rule 904 of Regulation S or (b) if in the United 
            States, a qualified institutional buyer ("QIB"), as such term 
            is defined in Rule 144A under the US Securities Act ("Rule 
            144A"), purchasing the Placing Shares in accordance with Rule 
            144A, or a major US institutional investor, as defined in 
            Rule 15a-6 under the US Securities Exchange Act of 1934, as 
            amended (the "US Exchange Act"), purchasing the Placing Shares 
            in accordance with Section 4(a)(2) of the US Securities Act; 
            (ii) it is aware of the restrictions on the offer and sale 
            of the Placing Shares pursuant to Regulation S, Rule 144A, 
            and the US Securities Act, as applicable; and (iii) the Placing 
            Shares have not been offered to it by means of any "directed 
            selling efforts" as defined in Regulation S; and 
      7.   the Company and the Bookrunners will rely upon the truth and 
            accuracy of the foregoing representations, acknowledgements 
            and agreements. 
 

Selling Restrictions

The New Ordinary Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Placing is being made (i) outside the United States in accordance with Regulation S and applicable laws, and (ii) by way of an offering of New Ordinary Shares to persons in the United States and to US Persons who are QIBs and/or major US institutional investors as defined in Rule 15a-6 under the US Exchange Act, in transactions exempt from the registration requirements of the US Securities Act.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

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

Neither of the Bookrunners makes any representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing Agreement and of the Placing Shares

The Company has today entered into the Placing Agreement with Stifel (the Company's Nominated Adviser and joint bookrunner in connection with the Placing) and Beech Hill (the Company's joint bookrunner in connection with the Placing) (together with Stifel the "Bookrunners" and each a "Bookrunner") under which, subject to the conditions set out therein, each of the Bookrunners have agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares, at the Issue Price. The Placing is not being underwritten by either of the Bookrunners or any other person.

The price per Ordinary Share at which the Placing Shares are to be placed (the "Issue Price") and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and the Bookrunners (the "Term Sheet"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Bookrunners. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

In addition, certain QIBs and/or accredited investors (as defined in Rule 501(a) of Regulation D of the US

Securities Act) will subscribe for New Ordinary Shares on the terms and conditions set out in a Subscription Letter with the Company. The Subscription Letter will require such purchasers to give certain representations, warranties and undertakings to the Company. The Subscription Letter is conditional on, among other things, the passing of the Resolutions.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares in 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 issue of the Placing Shares.

Application for admission to trading

Applications will be made to London Stock Exchange for admission of the New Ordinary Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission").

It is expected that Admission will become effective at 8.00 a.m. on or around 30 June 2020 (or such later time or date as Stifel may agree with the Company) and that dealings in the New Ordinary Shares will commence at that time, and in any event no later than 21 July 2020.

Bookbuild

The Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

 
      1.    Each Bookrunner is arranging the Placing as bookrunner and 
             placing agent of the Company. 
      2.    Participation in the Placing will only be available to persons 
             who are Relevant Persons and who may lawfully be, and are, 
             invited to participate by a Bookrunner. Each Bookrunner's 
             agents and their respective affiliates are each entitled to 
             enter bids in the Bookbuild as principal. 
      3.    The Bookbuild if successful, will establish the Issue Price 
             payable to the Bookrunners, as settlement agents for the Company, 
             by all Placees whose bids are successful. The final number 
             of Placing Shares will be agreed between the Bookrunners and 
             the Company following completion of the Bookbuild. Subject 
             to the execution of the Term Sheet, the Issue Price and the 
             number of Placing Shares will be announced on a Regulatory 
             Information Service following the completion of the Bookbuild 
             (the "Pricing Announcement"). 
      4.    To bid in the Bookbuild, Placees should communicate their 
             bid by telephone or in writing to their usual sales contact 
             at the relevant Bookrunner. Each bid should state the aggregate 
             number of Placing Shares which the prospective Placee wishes 
             to subscribe for at either the Issue Price which is ultimately 
             established by the Company and the Bookrunners, or at prices 
             up to a price limit specified in its bid. Bids may be scaled 
             down by the Bookrunners on the basis referred to in paragraph 
             9 below. The Bookrunners are arranging the Placing as agents 
             of the Company. 
      5.    The Bookbuild will open with immediate effect following release 
             of this Announcement and close as soon as reasonably practicable 
             thereafter. Each Bookrunner may, in agreement with the Company, 
             accept bids that are received after the Bookbuild has closed. 
             The Company reserves the right (upon the agreement of the 
             Bookrunners) to reduce or seek to increase the amount to be 
             raised pursuant to the Placing. 
      6.    Each prospective Placee's allocation will be determined by 
             the Bookrunners in their sole discretion and, subject to the 
             execution of the Term Sheet, will be confirmed orally by the 
             relevant Bookrunner as agent of the Company following the 
             close of the Bookbuild. That oral confirmation will constitute 
             an irrevocable legally binding commitment upon that person 
             (who will at that point become a Placee) to acquire the number 
             of Placing Shares allocated to it and to pay the Issue Price 
             in respect of such shares on the terms and conditions set 
             out in this Appendix and in accordance with the Company's 
             articles of association and each Placee will be deemed to 
             have read and understood this Announcement (including this 
             Appendix) in its entirety. 
      7.    Each prospective Placee's allocation and commitment will be 
             evidenced by a form of confirmation or contract note and/or 
             electronic trade confirmation issued to such Placee by the 
             relevant Bookrunner. The terms of this Appendix will be deemed 
             incorporated by reference therein. 
      8.    Each Placee will also have an immediate, separate, irrevocable 
             and binding obligation, owed to the relevant Bookrunner, to 
             pay as principal to that Bookrunner (or as it may direct) 
             in cleared funds immediately on the settlement date an amount 
             equal to the product of the Issue Price and the number of 
             Placing Shares such Placee has agreed to acquire and the Company 
             has agreed to allot and issue to that Placee. 
      9.             The Bookrunners reserve the right not to accept bids or may 
                       choose to accept bids, either in whole or in part, on the 
                   basis of allocations determined in agreement with the Company 
                      and may scale down any bids for this purpose on such basis 
                as they may determine. The Bookrunners may also, notwithstanding 
                       paragraphs 3 and 4 above, subject to the prior consent of 
                       the Company (i) allocate Placing Shares after the time of 
                     any initial allocation to any person submitting a bid after 
                                                                  that time; and 
                     (ii) allocate Placing Shares after the Bookbuild has closed 
                                 to any person submitting a bid after that time. 
      10.   A bid in the Bookbuild will be made on the terms and subject 
             to the conditions in this Announcement (including this Appendix) 
             and will be legally binding on the Placee on behalf of which 
             it is made and, except with the consent of the Bookrunners, 
             will not be capable of variation or revocation after the time 
             at which it is submitted. 
      11.   Except as required by law or regulation, no press release 
             or other announcement will be made by the Bookrunners 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. 
      12.   Irrespective of the time at which a Placee's allocation pursuant 
             to the Placing is confirmed, settlement for all Placing Shares 
             to be acquired pursuant to the Placing will be required to 
             be made at the same time, on the basis explained below under 
             "Registration and Settlement". 
      13.   All obligations under the Bookbuild and Placing will be subject 
             to fulfilment or (where applicable) waiver of the conditions 
             referred to below under "Conditions of the Placing" and to 
             the Placing not being terminated on the basis referred to 
             below under "Right to terminate under the Placing Agreement". 
      14.   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. 
      15.   To the fullest extent permissible by law, neither of the Bookrunners 
             nor any of their respective affiliates, agents, directors, 
             officers or employees shall have any liability to Placees 
             (or to any other person whether acting on behalf of a Placee 
             or otherwise). In particular, neither of the Bookrunners nor 
             any of their respective affiliates, agents, directors, officers 
             or employees shall have any liability (including to the extent 
             permissible by law, any fiduciary duties) in respect of such 
             Bookrunner's conduct of the Bookbuild or of such alternative 
             method of effecting the Placing as the Bookrunners and the 
             Company may agree. 
 

Conditions of the Placing

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

 
      1.   the London Stock Exchange agreeing to admit the Placing Shares 
            to trading on AIM (subject only to allotment); 
      2.   Admission occurring no later than 8.00 a.m. BST on 30 June 
            2020 (or such later time or date as the Bookrunners may otherwise 
            agree with the Company, being no later than 8.00 a.m. BST 
            on 21 July 2020) (the "Closing Date"); 
      3.   the Term Sheet having been executed by the Company and the 
            Bookrunners no later than 7.00 a.m. BST on 12 June 2020 (or 
            such later time or date as Stifel may otherwise agree with 
            the Company); 
      4.   the Resolutions (as shall be set out in the Circular) being 
            approved by the requisite majority of Shareholders attending 
            and voting at the General Meeting; 
      5.   there having been no development or event resulting in a 
            Material Adverse Effect which could, in the good faith opinion 
            of Stifel, materially and adversely affect the Placing or 
            dealings in the Ordinary Shares following Admission; 
      6.   the delivery by the Company to the Bookrunners of a certificate 
            signed by a Director for and on behalf of the Company not 
            later than 5.00 p.m. BST on the Business Day immediately 
            prior to the date on which Admission is expected to occur 
            (and dated as of such date); 
      7.   the Company having complied with its obligations which fall 
            to be performed on or prior to Admission under the Placing 
            Agreement; and 
      8.   none of the warranties on the part of the Company in the 
            Placing Agreement being untrue or inaccurate or misleading 
            when made and none of the warranties ceasing to be true and 
            accurate or becoming misleading at any time prior to Admission 
            by reference to the facts and circumstances then subsisting. 
 

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Bookrunner) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Lock-up

The Company has undertaken that it will not at any time between the date of the Placing Agreement and the date which is 90 days from the date of Admission, offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing other than with the prior written consent of Stifel (save in respect of any options granted or to be granted under the terms of the Company's share schemes and any Subscription Shares pursuant to the Subscription Letters).

Right to terminate under the Placing Agreement

At any time before Admission, each of the Bookrunners is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate in any respect which either of the Bookrunners considers to be material in the context of the Placing and/or Admission; or (ii) if it comes to the notice of either of the Bookrunners that any statement contained in the Placing Agreement was or has become untrue, incorrect or misleading in any respect which either of the Bookrunners considers to be material in the context of the Placing and/or Admission; or (iii) in the opinion of either of the Bookrunners, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (v) if there has occurred (a) a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom, (b) the outbreak or escalation of hostilities or acts of terrorism involving the United Kingdom or any other Relevant Jurisdiction or the declaration by the United Kingdom or any other Relevant Jurisdiction of a national emergency or war; (c) any other occurrence of any kind which (by itself or together with any other such occurrence) in either of the Bookrunner's reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Group taken as a whole; or (d) any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in either of the Bookrunner's reasonable opinion is likely to adversely affect the Placing in a material way.

Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by either of the Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of that Bookrunner, and that it need not make any reference to Placees and that the relevant Bookrunner shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus or admission document

No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA or the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, the Bookrunners or any other person and neither of the Bookrunners nor the Company nor any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: JE00B6Y3DV84) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Bookrunners reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in either Bookrunner's reasonable opinion delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with the relevant Bookrunner stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to the relevant Bookrunner or its sub-agent and settlement instructions. Each Placee will be deemed to agree 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 that it has in place with the relevant Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by Stifel or its sub-agent, in each case, as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 30 June 2020 on a trade date + 3 basis in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the relevant Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of the relevant Bookrunner, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the relevant Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which that Bookrunner lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation (as applicable) is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Bookrunners nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and the Bookrunners may agree that the Placing Shares should be issued in certificated form. The Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the 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 a Placee's jurisdiction.

Representations and warranties

By participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Stifel (in its capacity as the nominated adviser, joint bookrunner and agent of the Company), Beech Hill (in its capacity as joint bookrunner and agent of the Company) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

 
      1.    it has read and understood this Announcement (including its 
             Appendices) in its entirety and that its participation in 
             the Bookbuild and the Placing and its acquisition of Placing 
             Shares is subject to and based upon all the terms, conditions, 
             representations, warranties, indemnities, acknowledgements, 
             agreements and undertakings and other information contained 
             herein; 
      2.    no offering document or prospectus or admission document 
             has been prepared in connection with the Placing and it has 
             not received a prospectus, admission document or other offering 
             document in connection with the Bookbuild, the Placing or 
             the Placing Shares; 
      3.    it has neither received nor relied on any 'inside information' 
             as defined in MAR concerning the Company, including, but 
             not limited to, any price sensitive information concerning 
             the Company, in accepting this invitation to participate 
             in the Placing; 
      4.    it has the power and authority to carry on the activities 
             in which it is engaged, to acquire Placing Shares and to 
             execute and deliver all documents necessary for such acquisition; 
      5.    neither of the Bookrunners nor the Company nor any of their 
             respective affiliates, agents, directors, officers or employees 
             nor any person acting on behalf of any of them has provided, 
             and none of them will provide it, with any material regarding 
             the Placing Shares or the Company other than information 
             included in this Announcement (including this Appendix), 
             nor has it requested any of Stifel, Beech Hill, the Company, 
             or any of their respective affiliates or any person acting 
             on behalf of any of them to provide it with any such information; 
      6.    (i) it has made its own assessment of the Company, the Placing 
             Shares and the terms of the Placing based on this Announcement 
             (including this Appendix) and any information publicly announced 
             to a Regulatory Information Service by or on behalf of the 
             Company prior to the date of this Announcement (the "Publicly 
             Available Information"); (ii) the Company's Ordinary Shares 
             are listed on AIM and the Company is therefore required to 
             publish certain business and financial information in accordance 
             with the rules and practices of the LSE and relevant regulatory 
             authorities (the "Exchange Information"), which includes 
             a description of the nature of the Company's business, most 
             recent balance sheet and profit and loss account, and similar 
             statements for preceding years, and it has reviewed such 
             Exchange Information as it has deemed necessary or that it 
             is able to obtain or access the Exchange Information without 
             undue difficulty; and (iii) it has had access to such financial 
             and other information (including the business, financial 
             condition, prospects, creditworthiness, status and affairs 
             of the Company, the Placing and the Placing Shares, as well 
             as the opportunity to ask questions) concerning the Company, 
             the Placing and the Placing Shares as it has deemed necessary 
             in connection with its own investment decision to acquire 
             any of the Placing Shares and has satisfied itself that the 
             information is still current and relied on that investigation 
             for the purposes of its decision to participate in the Placing; 
      7.    (i) neither the Company, Stifel, Beech Hill, nor any of its 
             respective affiliates has made any representations to it, 
             express or implied, with respect to the Company, the Placing 
             and the Placing Shares or the accuracy, completeness or adequacy 
             of the Publicly Available Information or the Exchange Information, 
             and each of them expressly disclaims any liability in respect 
             thereof; and (ii) it will not hold either of the Bookrunners 
             nor any of its respective affiliates responsible for any 
             misstatements in or omissions from any Publicly Available 
             Information or any Exchange Information. Nothing in this 
             paragraph or otherwise in this Announcement (including this 
             Appendix) excludes the liability of any person for fraudulent 
             misrepresentation made by that person; 
      8.    the content of this Announcement (including this Appendix) 
             is exclusively the responsibility of the Company and that 
             none of Stifel, Beech Hill nor any of its respective affiliates, 
             agents, directors, officers or employees nor any person acting 
             on its behalf has or shall have any liability for any information, 
             representation or statement contained in this Announcement 
             (including this Appendix) or any information previously published 
             by or on behalf of the Company and will not be liable for 
             any Placee's decision to participate in the Placing based 
             on any information, representation or statement contained 
             in this Announcement or otherwise. Each Placee further represents, 
             warrants and agrees that the only information on which it 
             is entitled to rely and on which such Placee has relied in 
             committing itself to acquire the Placing Shares is contained 
             in this Announcement (including this Appendix) and any Publicly 
             Available Information including (without limitation) the 
             Exchange Information, such information being all that it 
             deems necessary to make an investment decision in respect 
             of the Placing Shares and that it has neither received nor 
             relied on any other information given, investigation made 
             or representations, warranties or statements made by any 
             of Stifel, Beech Hill or the Company nor any of their respective 
             affiliates, agents, directors, officers or employees nor 
             any person acting on its or their behalf and none of the 
             Bookrunners nor the Company nor any of their respective affiliates, 
             agents, directors, officers or employees will be liable for 
             any Placee's decision to accept an invitation to participate 
             in the Placing based on any other information, representation, 
             warranty or statement; 
      9.    in making any decision to acquire the Placing Shares, it 
             has knowledge and experience in financial, business and international 
             investment matters as is required to evaluate the merits 
             and risks of taking up the Placing Shares. It further confirms 
             that it is experienced in investing in securities of this 
             nature in this sector and is aware that it may be required 
             to bear, and is able to bear, the economic risk of participating 
             in, and is able to sustain a complete loss in connection 
             with, the Placing. It further confirms that it relied on 
             its own examination and due diligence of the Company and 
             its associates taken as a whole, and the terms of the Placing, 
             including the merits and risks involved, and not upon any 
             view expressed or information provided by or on behalf of 
             either of the Bookrunners; 
      10.   (i) it and each account it represents is not and at the time 
             the Placing Shares are acquired will not, be a resident of 
             any jurisdiction in which it is unlawful to make or accept 
             an offer to acquire the Placing Shares, and it and each account 
             it represents is either (a) (1) outside the United States 
             and will be outside the United States at the time that any 
             buy order for Placing Shares is originated by it, (2) acquiring 
             the Placing Shares in an "offshore transaction" within the 
             meaning of Regulation S and (3) not acquiring any of the 
             Placing Shares as a result of any form of "directed selling 
             efforts" within the meaning of Regulation S or (b) if inside 
             the United States, is either a QIB or a major US institutional 
             investor (as defined in Rule 15a-6 under the US Exchange 
             Act); (ii) it is not acquiring the Placing Shares with a 
             view to the offer, sale, resale, transfer, delivery or distribution, 
             directly or indirectly of any such Placing Shares into the 
             United States, Australia, Canada, Japan or the Republic of 
             South Africa; and (iii) the Placing Shares have not been 
             and will not be registered under the securities legislation 
             of the United States, Australia, Canada, Japan or the Republic 
             of South Africa and, subject to certain exceptions, may not 
             be offered, sold, acquired, renounced, distributed or delivered 
             or transferred, directly or indirectly, within or into those 
             jurisdictions; 
      11.   it understands, and each account it represents has been advised 
             that, (i) the Placing Shares have not been and will not be 
             registered under the US Securities Act or under the applicable 
             securities laws of any state or other jurisdiction of the 
             United States; (ii) the Placing Shares are being offered 
             and sold (a) if outside the United States only in "offshore 
             transactions" within the meaning of and pursuant to Regulation 
             S under the US Securities Act or (b) if inside the United 
             States, to QIBs in accordance with Rule 144A or major US 
             institutional investors (as defined in Rule 15a-6 under the 
             US Exchange Act) in accordance with section 4(a)(2) of the 
             US Securities Act; and (iii) no representation has been made 
             as to the availability of any exemption under the US Securities 
             Act or any relevant state or other jurisdiction's securities 
             laws for the reoffer, resale, pledge or transfer of the Placing 
             Shares; 
      12.   it will not distribute, forward, transfer or otherwise transmit 
             this document or any other materials concerning the Placing 
             (including any electronic copies thereof), in or into the 
             United States; 
      13.   if it is a pension fund or investment company, its acquisition 
             of Placing Shares is in full compliance with applicable laws 
             and regulations; 
      14.   neither it, nor the person specified by it for registration 
             as holder of Placing Shares is, or is acting as nominee or 
             agent for, and the Placing Shares will not be allotted to, 
             a person who is or may be liable to stamp duty or stamp duty 
             reserve tax under any of sections 67, 70, 93 and 96 of the 
             Finance Act of 1986 (depositary receipts and clearance services); 
      15.   it has complied with its obligations under the Criminal Justice 
             Act 1993, section 118 of FSMA, and in connection with money 
             laundering and terrorist financing under the Proceeds of 
             Crime Act 2002 (as amended), the Terrorism Act 2000, the 
             Terrorism Act 2006, the Money Laundering Regulations 2007 
             (the "Regulations") and the Money Laundering Sourcebook of 
             the FCA and, if making payment on behalf of a third party, 
             that satisfactory evidence has been obtained and recorded 
             by it to verify the identity of the third party as required 
             by the Regulations; 
      16.   if a financial intermediary, as that term is used in Article 
             3(2) of the Prospectus Regulation, the Placing Shares acquired 
             by it in the Placing will not be acquired on a non-discretionary 
             basis on behalf of, nor will they be acquired with a view 
             to their offer or resale to, persons in a member state of 
             the EEA other than to Qualified Investors, or in circumstances 
             in which the prior consent of Stifel has been given to the 
             proposed offer or resale; 
      17.   it and any person acting on its behalf falls within Article 
             19(5) and/or 49(2)(a) to (d) of the Order and undertakes 
             that it will acquire, hold, manage and (if applicable) dispose 
             of any Placing Shares that are allocated to it for the purposes 
             of its business only; 
      18.   it has not offered or sold and will not offer or sell any 
             Placing Shares to the public in any member state of the EEA 
             except in circumstances falling within Article 3(2) of the 
             Prospectus Regulation which do not result in any requirement 
             for the publication of a prospectus pursuant to Article 3 
             of that Regulation; 
      19.   it has only communicated or caused to be communicated and 
             will only communicate or cause to be communicated any invitation 
             or inducement to engage in investment activity (within the 
             meaning of section 21 of FSMA) relating to the Placing Shares 
             in circumstances in which section 21(1) of FSMA does not 
             require approval of the communication by an authorised person; 
      20.   it has complied and will comply with all applicable provisions 
             of FSMA with respect to anything done by it in relation to 
             the Placing Shares in, from or otherwise involving, the United 
             Kingdom; 
      21.   if in a member state of the EEA, it is a "qualified investor" 
             within the meaning of the Prospectus Regulation; 
      22.   if in the UK, that it is a person (i) who has professional 
             experience in matters relating to investments falling within 
             Article 19(5) of the Order, (ii) falling within Article 49(2)(A) 
             to (D) ("High Net Worth Companies, Unincorporated Associations, 
             etc") of the Order, or (iii) to whom this Announcement may 
             otherwise be lawfully communicated; 
      23.   that no action has been or will be taken by any of the Company, 
             either of the Bookrunners or any person acting on behalf 
             of the Company or either of the Bookrunners that would, or 
             is intended to, permit a public offer of the Placing Shares 
             in any country or jurisdiction where any such action for 
             that purpose is required; 
      24.   it is acting as principal only in respect of the Placing 
             or, if it is acting for any other person: (i) it is duly 
             authorised to do so and has full power to make the acknowledgments, 
             representations and agreements herein on behalf of each such 
             person; and (ii) it is and will remain liable to the Company 
             and/or the Bookrunners for the performance of all its obligations 
             as a Placee in respect of the Placing (regardless of the 
             fact that it is acting for another person). Each Placee agrees 
             that the provisions of this paragraph 24 shall survive the 
             resale of the Placing Shares by or on behalf of any person 
             for whom it is acting; 
      25.   (i) it and any person acting on its behalf is entitled to 
             acquire the Placing Shares under the laws of all relevant 
             jurisdictions which apply to it, (ii) it has paid any issue, 
             transfer or other taxes due in connection with its participation 
             in any territory, (iii) it has not taken any action which 
             will or may result in the Company, either of the Bookrunners, 
             any of their affiliates or any person acting on their behalf 
             being in breach of the legal and/or regulatory requirements 
             of any territory in connection with the Placing, (iv) that 
             the acquisition of the Placing Shares by it or any person 
             acting on its behalf will be in compliance with applicable 
             laws and regulations in the jurisdiction of its residence, 
             the residence of the Company, or otherwise, and (v) it has 
             all necessary capacity and has obtained all necessary consents 
             and authorities to enable it to commit to this participation 
             in the Placing and to perform its obligations in relation 
             thereto (including, without limitation, in the case of any 
             person on whose behalf it is acting, all necessary consents 
             and authorities to agree to the terms set out or referred 
             to in this Announcement (including this Appendix)) and will 
             honour such obligations; 
      26.   it (and any person acting on its behalf) will make payment 
             for the Placing Shares allocated to it in accordance with 
             the terms and conditions of this Announcement (including 
             this Appendix) on the due time and date set out herein, failing 
             which the relevant Placing Shares may be placed with other 
             persons or sold as the relevant Bookrunner may in its discretion 
             determine and it will remain liable for any amount by which 
             the net proceeds of such sale falls short of the product 
             of the Issue Price and the number of Placing Shares allocated 
             to it and may be required to bear any stamp duty for stamp 
             duty reserve tax (together with any interest or penalties 
             due pursuant to the terms set out or referred to in this 
             Announcement) which may arise upon the sale of such Placee's 
             Placing Shares on its behalf; 
      27.   its allocation (if any) of Placing Shares will represent 
             a maximum number of Placing Shares which it will be entitled, 
             and required, to acquire, and that the Bookrunners may call 
             upon it to acquire a lower number of Placing Shares (if any), 
             but in no event in aggregate more than the aforementioned 
             maximum; 
      28.   neither of the Bookrunners nor any of its respective affiliates, 
             agents, directors, officers or employees, nor any person 
             acting on behalf of it, is making any recommendations to 
             it or advising it regarding the suitability of any transactions 
             it may enter into in connection with the Placing and participation 
             in the Placing is on the basis that it is not and will not 
             be a client of either of the Bookrunners and neither of the 
             Bookrunners has any duties or responsibilities to it for 
             providing the protections afforded to its clients or customers 
             or for providing advice in relation to the Placing nor in 
             respect of any representations, warranties, undertakings 
             or indemnities contained in the Placing Agreement nor for 
             the exercise or performance of any of their respective rights 
             and obligations thereunder including any rights to waive 
             or vary any conditions or exercise any termination right; 
      29.              if it has received any 'inside information' (for the purposes 
                        of MAR and section 56 of the Criminal Justice Act 1993) in 
                        relation to the Company and its securities in advance of 
                        the Placing, it confirms that it has received such information 
                        within the market soundings regime provided for in article 
                        11 of MAR and associated delegated regulations and it has 
                        not: 
                        (i) used that inside information to acquire or dispose of 
                        securities of the Company or financial instruments related 
                        thereto or cancel or amend an order concerning the Company's 
                        securities or any such financial instruments; 
                        (ii) used that inside information to encourage, require, 
                        recommend or induce another person to 
                        deal in the securities of the Company or financial instruments 
                        related thereto or to cancel or amend an order concerning 
                        the Company's securities or such financial instruments; or 
                        (iii) disclosed such information to any person, prior to 
                        the information being made publicly available. 
      30.   the person whom it specifies for registration as holder of 
             the Placing Shares will be (i) itself; or (ii) its nominee, 
             as the case may be. Neither of the Bookrunners nor the Company 
             will be responsible for any liability to stamp duty or stamp 
             duty reserve tax or other similar taxes resulting from a 
             failure to observe this requirement. Each Placee and any 
             person acting on behalf of such Placee agrees to participate 
             in the Placing and it agrees to indemnify on an after-tax 
             basis and hold harmless the Company, each of the Bookrunners 
             and each of their respective affiliates, agents, directors, 
             officers and employees in respect of the same on the basis 
             that the Placing Shares will be allotted to the CREST stock 
             account of Stifel who will hold them as nominee on behalf 
             of such Placee until settlement in accordance with its standing 
             settlement instructions; 
      31.   it indemnifies and holds harmless the Company, each of the 
             Bookrunners and their respective affiliates, agents, directors, 
             officers and employees from any and all costs, claims, liabilities 
             and expenses (including legal fees and expenses) arising 
             out of or in connection with any breach of the representations, 
             warranties, acknowledgements, agreements and undertakings 
             in this Appendix and further agrees that the provisions of 
             this Appendix shall survive after completion of the Placing; 
      32.   in connection with the Placing, each of the Bookrunners and 
             any of its affiliates acting as an investor for its own account 
             may acquire Placing Shares in the Company and in that capacity 
             may acquire, 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 Placing. Neither of the Bookrunners intends to disclose 
             the extent of any such investment or transactions otherwise 
             than in accordance with any legal or regulatory obligation 
             to do so; 
      33.   its commitment to acquire Placing Shares on the terms set 
             out in this Announcement (including this Appendix) will continue 
             notwithstanding any amendment that may or in the future be 
             made to the terms and conditions of the Placing and that 
             Placees will have no right to be consulted or require that 
             their consent be obtained with respect to the Company's or 
             either of the Bookrunner's conduct of the Placing; 
      34.   neither the Company nor either of the Bookrunners owes any 
             fiduciary or other duties to any Placee in respect of any 
             representations, warranties, undertakings or indemnities 
             in the Placing Agreement; 
      35.   its commitment to acquire Placing Shares on the terms set 
             out herein and in the contract note will continue notwithstanding 
             any amendment that may in future be made to the terms of 
             the Placing and Placees will have no right to be consulted 
             or require that their consent be obtained with respect to 
             the Company's or either of the Bookrunner's conduct of the 
             Placing; 
      36.   these terms and conditions and any agreements entered into 
             by it pursuant to these terms and conditions (including any 
             non-contractual obligations arising out of or in connection 
             with such agreements) shall be governed by and construed 
             in accordance with the laws of England and it submits (on 
             behalf of itself and on behalf of any person on whose behalf 
             it is acting) to the exclusive jurisdiction of the English 
             courts as regards any claim, dispute or matter arising out 
             of any such contract, except that enforcement proceedings 
             in respect of the obligation to make payment for the Placing 
             Shares (together with any interest chargeable thereon) may 
             be taken by either Bookrunner in any jurisdiction in which 
             the relevant Placee is incorporated or in which any of its 
             securities have a quotation on a recognised stock exchange; 
             and 
      37.   the foregoing acknowledgements, agreements, undertakings, 
             representations, warranties and confirmations are given for 
             the benefit of each of the Company and the Bookrunners (for 
             their own benefit and, where relevant, the benefit of their 
             respective affiliates and any person acting on their behalf) 
             and are irrevocable. The Company, each of the Bookrunners 
             and their respective affiliates, agents, directors, officers 
             and employees and others will rely upon the truth and accuracy 
             of the foregoing acknowledgements, representations, warranties 
             and agreements and it agrees that if any of the acknowledgements, 
             representations, warranties and agreements made in connection 
             with its acquiring of Placing Shares is no longer accurate, 
             it shall promptly notify the Company and the Bookrunners. 
             It irrevocably authorises the Bookrunners and the Company 
             to produce this Announcement pursuant to, in connection with, 
             or as may be required by any applicable law or regulation, 
             administrative or legal proceeding or official inquiry with 
             respect to the matters set out herein. 
 

Taxation

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Bookrunners will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, each of the Bookrunners and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

Neither the Company nor the Bookrunners are liable to bear any capital duty, stamp duty or any other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Bookrunners and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the relevant Bookrunner accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each of the Bookrunners and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Stifel, any money held in an account with Stifel 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 rules and regulations of the FCA made under 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 Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business; and the Placee will rank only as a general creditor of the Stifel.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of each of the Bookrunners and the Company under the Announcement and the Terms and Conditions contained in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to the Bookrunners the jurisdiction in which the funds are managed or owned.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. The Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IOESFEFIFESSELM

(END) Dow Jones Newswires

June 11, 2020 11:45 ET (15:45 GMT)

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