TIDMDVRG

RNS Number : 0160B

Deepverge PLC

07 June 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

7 June 2021

DeepVerge PLC

("DeepVerge" or "the Company")

Firm Placing of 21,086,888 new Ordinary Shares and conditional Subscription and conditional Placing of 12,264,446 new Ordinary Shares at 30 pence per share to raise GBP10 million

Funds to scale, meet increased demand and expand revenues faster across the Group

DeepVerge (LSE:DVRG.L), announces t hat it has conditionally raised GBP 10 million, before expenses, by way of a placing of 31,500,003 new Ordinary Shares and subscription for 1,833,331 new Ordinary Shares all at a price of 30 pence per New Ordinary Share representing a 11.8% discount on the closing price on 4 June 2021. This comprises a firm placing of 21,086,888 new ordinary shares to raise GBP6.32 million (before expenses); together with a conditional placing of 10,413,115 new Ordinary Shares, to raise GBP3.13 million (before expenses) and a conditional subscription for 1,833,331 new Ordinary Shares, to raise GBP0.55 million which are subject to Shareholders' approval at a General Meeting.

Gerry Brandon, DeepVerge CEO commented:

"DeepVerge has seen a dramatic change over the last year with the acquisition of Modern Water and hitting our maiden EBITDA positive quarter in Q4 2020. Along with organic expansion, 2021 has already brought new and exciting service offerings such as our recently launched Skin Trust Club and initial installations of our real-time wastewater COVID detection products. With such progress, this fundraising enables the Company, on three continents, to scale, to meet increased demand, while expanding revenues faster across the Group.

"DeepVerge and its shareholders are well placed to reap the benefits from a much stronger balance sheet, built from the integration of tried and tested scientific innovation, 30 years of proprietary data, contributing to solving the current global health crisis and acting as society's pandemic sentinel for the future.

The GBP10 million raised today allows us to maintain this momentum. I would like to thank both existing investors for their support and the high net-worth professional, family office and institutional clients of Turner Pope Investments, including Gresham House, who subscribed for a material proportion of the raise ."

The Company has transformed its business model to apply artificial intelligence to life science and environmental test services for bacteria, viruses and toxins. The Company intends to use the net proceeds of GBP10 m for the following purposes:

   --      Acceleration of Labskin Services 
   --      Expand Skin Trust Club 
   --      Expansion of Modern Water Sales 
   --      Working Capital 

The General Meeting at which the resolutions to approve the Placing will be put to Shareholders. The General Meeting is to be held at the offices of Jeffreys Henry LLP at Finsgate, 5 - 7 Cranwood Street, London, EC1V 9EE at 12.00 noon on 23 June 2021. A circular ("Circular") and Notice of General Meeting will be sent later today to shareholders and will be available on the Company's website www.deepverge.com.

 
 DeepVerge plc              Gerry Brandon            +44 (0) 734 0055 648 
 SPARK Advisory Partners    Neil Baldwin / Andrew 
  Limited                    Emmott                  +44 (0) 113 370 8974 
                           -----------------------  --------------------- 
 Turner Pope Investments    Andy Thacker / James 
  (TPI) Limited Broker       Pope                    +44 (0) 20 3657 0050 
                           -----------------------  --------------------- 
 

The following are extracts from the Circular:

"INTRODUCTION

The Company announced on 7 June 2021 that it has conditionally raised GBP 10 million, before expenses, by way of a placing of 31,500,003 new Ordinary Shares and subscription for 1,833,331 new Ordinary Shares all at a price of 30 pence per New Ordinary Share. This comprises a firm placing of 21,086,888 new ordinary shares to raise GBP6.32 million (before expenses), together with a conditional placing of 10,431,115 new Ordinary Shares, to raise GBP3.13 million (before expenses) and a conditional subscription for 1,833,331 new Ordinary Shares, to raise GBP0.55 million, which are subject to Shareholders' approval at a General Meeting.

The Issue Price represents a discount of approximately 11.8 per cent. to the closing price per Ordinary Share of 34 pence at close of business on 4 June 2021, being the last practicable date prior to the announcement of the Placing. The New Ordinary Shares will represent approximately 15.5 per cent. of the Company's Enlarged Issued Share Capital on Second Admission.

The First Tranche Placing is conditional, inter alia, upon First Admission (which is expected to become effective with dealings in the First Tranche Placing Shares to commence on 11 June 2021). The Second Tranche Placing and the Subscription are conditional, inter alia, upon Second Admission (which is expected to become effective with dealings in the Second Tranche Placing Shares and Subscription Shares to commence on 24 June 2021). The Placing has not been underwritten.

For the Second Tranche Placing and Subscription to proceed, the Company requires Shareholders' approval to authorise the Directors to allot the Second Tranche Placing Shares and Subscription Shares and to disapply statutory pre-emption rights in relation to the issue of the New Ordinary Shares.

I am therefore writing to provide you with details of the Placing and to give you notice of the General Meeting at which the resolutions to approve the Placing will be put to Shareholders. The General Meeting is to be held at the offices of Jeffreys Henry LLP at Finsgate, 5 - 7 Cranwood Street, London, EC1V 9EE at 12.00 noon on 23 June 2021. The formal Notice of General Meeting is set out at the end of this document.

BACKGROUND TO, AND REASONS FOR, THE SUBSCRIPTION AND PLACING

The Company has transformed its business model to apply artificial intelligence to life science and environmental test services for bacteria, viruses and toxins. Key activities of the business are as follows:

Labskin

Labskin is a 3D human skin equivalent test platform that scientifically proves the impact of skincare product claims in healthcare, life sciences, skin microbiome clinical trials, pharmaceutical and cosmetics industries. The Labskin division's laboratory space has increased from 924 sq ft in 2018 to 9,000 sq ft in 2021 and the team works with leading skincare companies such as Stryker, L'Oréal and Kimberly-Clark. Labskin's virtual clinical trials with remote collection of human volunteers' skin microbiome provides a solution for the collection of volunteer microbiomes to allow for lab-controlled trials of advanced skin models and human microbiomes. As the data bank of remote volunteers grow, the higher the accuracy and increased reliability of virtual product testing that can be provided to clients, eliminating early human trial and error testing and resulting in a faster time to market.

Skin Trust Club

The Company recently launched the Skin Trust Club Artificial Intelligence Skincare App and Home Test Kit that provide simple, at-home skin microbiome testing for personalised skincare and skin health tracking. The self-administered skin swab is a remote trial and allows the participant to conduct each stage of the trial without interaction. Skin Trust Club's DNA Test generates a report that consumers can use to manage their custom skincare regime. Analysis of skin attributes provides information to create hundreds of different product combinations to suit a person's unique skin microbiome.

Drinking and Wastewater Analysis

The Company's acquisition of Modern Water plc completed in November 2020 and expanded DeepVerge's offering to include environmental data management, monitoring and analysis of water contamination using AI. The Group has over 3,000 units installed in over 60 countries serving clients in water utilities, public health authorities and industrial manufacturers. The Group is introducing new equipment to meet demand across its Microtox and MicroTrace ranges with a new range of real-time surveillance services in water quality monitoring. It is also developing, in partnership with Microsaic Systems and the Aptamer Group, a range of binders to detect contaminants of concern and forever chemicals. The Company has two new containment level 3 (virus) labs at its York facility and is also introducing new services targeting dangerous pathogens including contagious infections as well as community detection of opioids.

SARS-CoV-2 and COVID-19 Testing

With access to the SARS CoV-2 virus at a category 3 laboratory with the University of Aberdeen and Liverpool University, the Company's Microtox unit is able to identify the virus S-Protein in quantities at 40 femtogram per millimetre ("Fg/mL"). The results were close to 100% sensitivity and specificity on DeepVerge's Microtox nano-optofluidic chip and Microtox, using AI was able to detect super-spreaders (with a high viral load), average spreaders and the lower limit sufficient to pick up the low emitters (asymptomatic). The effectiveness of Microtox was demonstrated in a 40 subject clinical trial conducted with the cooperation of the Royal college of Surgeons, Ireland, where 16 subjects were independently confirmed as COVID-19 positive with PCR tests. Breath samples were tested on the Microtox BT nano-optofluidic chip surface with Affimer reagents and Optimers. Detection of the live virus was confirmed indicating 9 times increase in digital spectrum signal on the Microtox compared to control. Microtox delivered results in under 60 seconds from breath samples. Subject to completion of additional human trails,

the Microtox BT would be expected to meet the criteria for UK, MHRA's Target Production Profile Rapid Breath Test.

USE OF PROCEEDS

The gross proceeds receivable by the Company pursuant to the Placing and Subscription are expected to be GBP 10 million. The Company intends to use the net proceeds of approximately GBP9.4 million for the following purposes:

   --      Acceleration of Labskin Services 
   --      Expand Skin Trust Club 
   --      Expansion of Modern Water Sales 
   --      Working Capital 

CURRENT TRADING AND PROSPECTS

The Company's most recent published results are the interim results for the six months ended 30 June 2020 and were released on 18 September 2020. A copy of these results can be found at www.deepverge.com .

In a post year end trading update notified on 11 January 2021, the Company confirmed:

-- Unaudited revenues for the Company for year ended 31 December 2020 were GBP4.4 million (2019: GBP1.017 million - audited).

o Aggregate unaudited revenues increased to GBP6.1 million, (includes GBP1.7 million relating to Modern Water in the pre-acquisition period to 9 November 2020).

o Strong sales in Q4 2020 delivered the Company's first EBITDA profitable quarter (excluding exceptional costs associated with the acquisition of Modern Water).

   --          Revenue guidance of GBP10 million for 2021. 

The Company's final audited results for the financial year ended 31 December 2020 are expected to be notified on or around 28 June 2021, but in any event no later than 30 June 2021.

In an update RNS, dated 31 March 2021, the Company also confirmed:

   --    FY 2021 guidance remains at GBP10m with GBP3.6m already received in Modern Water orders in Q1 

-- The Labskin Division has sealed its reputation as a leading diagnostics partner with global partners and new service offerings

o We work with 18 of the top 20 global pharma companies.

o Virtual clinical trials with remote collection of human volunteer's skin microbiome

-- New solution for the collection of volunteer microbiomes to allow for lab controlled clinical trials of advanced skin models (pigmented, acne, atopic dermatitis, psoriasis) and human microbiomes;

-- As the data bank of remote volunteers grow the higher the accuracy and increased reliability of virtual product testing can be provided to clients eliminating early human trial and error testing and faster time to market

-- Building of a data repository to allow AI modelling of skin conditions and ingredient effects;

o Launch of Skin Trust Club Artificial Intelligent (A.I.) Skincare App and Home Test Kit

-- 2,000 members in the Alpha test with more than 5,000 before we stopped accepting for the Beta of which we will throttle back to complete.

-- Self-administered skin swab from home-test-kit allows the clinical trial or Skin Trust Club participant to conduct a simple test without interaction;

-- DNA test that generates a report consumers can use to manage their custom skincare regimen. Analysis of skin attributes provides information to create hundreds of different product combinations to suit a person's unique skin microbiome;

-- As the data bank of remote volunteers grow the higher the accuracy and increased reliability of virtual product testing can be provided to clients eliminating early human trial and error testing and faster time to market

-- Environmental Health division also continues to grow apace with new equipment, solutions, labs and services creating a strong $5m (GBP3.7m) sales pipe for Microtox and Microtrace in Q1 alone

o New equipment rolling off production lines on three continents to meet demand across the Microtox and MicroTrace range with new range of real-time surveillance services in Water Quality Monitoring

o New solutions to detect contaminants of concern and forever chemicals through Microsaic systems, mass spectroscopy-based identification systems and our work with the Aptamer Group

o Two New Containment Level 3 (Virus) level labs at our York UK facility

o New services to detect dangerous pathogens, including contagious infections as well as community detection of opioids.

-- Initial data from ongoing Phase III COVID-19 detection studies demonstrates ability to identify and detect the virus

o Public Health England access to the SARS-CoV-2 virus at Category 3 lab with University of Aberdeen, Genoa, Italy and Liverpool University

-- Identified the virus S-Protein in quantities at 40 femtogram per millilitre ("Fg/mL")

-- Close to 100% sensitivity and specificity on DeepVerge's Microtox(R) BT nano-optofluidic chip

o 40 subject breath test clinical trial concluded at Royal College of Surgeons, Ireland

-- 16 independently confirmed as COVID-19 positive with PCR tests

-- Breath samples were tested on the Microtox(R) BT nano-optofluidic chip surface with Affimer(R) reagents ("Avacta Group") and Optimers ("Aptamer Group")

-- Detection of the live virus confirmed indicating 9 times increase in digital spectrum signal on the Microtox(R) BT compared to control

-- Microtox(R) BT delivered results in under 60 seconds from breath samples

o Subject to completion of additional human trials, the Microtox(R) BT would be expected to meet the criteria for UK, MHRA's Target Product Profile Rapid Breath Test which would enable us to roll out the COVID19 and other pathogen breath tests later this year

-- On 26 April, Skin Trust Club iOS App went live after successful completion of 2,000 Alpha skin tests

-- On 28 April the Company announced it had entered into a Memorandum of Understanding for a Joint Venture with China Resources Environmental Protection Development Limited to cover the manufacture, assembly and sale of environmental monitoring equipment

-- On the 6 May the Company announced the establishment of a new AI centre of excellence in Cork, Ireland to play key role in real-time detection of SARS-CoV-2 in Ireland and across Europe . In addition, the Irish headcount, based on growing demand, is expected to triple in 2021 adding up to 60 new hires for roles in data science, physics and epidemiology

-- 2021 looks to be a promising year for DeepVerge with progress ramping up and particularly strong interest from China for our Microtox products, as well as our new Labskin offerings.

DETAILS OF THE PLACING

The firm placing of the First Tranche Placing Shares has raised approximately GBP6.32 million (before expenses) for the Company, and the conditional placing of the Second Tranche Placing Shares raised GBP3.13 million (before expenses), in each case at the Issue Price.

The Company has not received any advance assurance from HM Revenue & Customs as regards whether the Placing Shares will be capable of being a "qualifying holding" for the purposes of investment by venture capital trusts ("VCTs") or whether placees will be able to obtain Enterprise Investment Scheme ("EIS") reliefs in respect of the Placing Shares.

The Placing of the New Ordinary Shares has been conducted in separate tranches to assist investors in the Placing to claim certain reliefs available to EIS investors and VCTs. The First Tranche Placing Shares has been offered to those investors seeking to claim EIS relief in relation to their subscription and to VCTs and the Second Tranche Placing Shares has been offered to those investors who are neither seeking EIS relief nor are VCTs.

Neither the Company, the Directors nor any of the Company's advisers give any warranty, undertaking or other assurance that any tax reliefs will continue to be available and not withdrawn at a later date. The actual availability of qualifying status for VCT and EIS relief would be contingent upon certain conditions being met by both the Company and the relevant investors.

Shareholders and proposed investors must take their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances and rely on it.

The First Tranche Placing Shares have been allotted and it is expected that they will be admitted to trading on 11 June 2021.

The Second Tranche Placing Shares and the Subscription Shares have been placed conditional upon, inter alia, the passing of the Resolutions at the General Meeting. It is expected that the Second Tranche Placing Shares and Subscription Shares will be admitted to trading on AIM at 8.00 a.m. on 24 June 2021.

The Issue Price represents a discount of approximately 11.8 per cent. to the closing price per Ordinary Share of 34 pence at close of business on 4 June 2021, being the last practicable date prior to the announcement of the Placing.

The Company, SPARK and Turner Pope have entered into the Placing Agreement, pursuant to which Turner Pope has agreed, subject to certain conditions, to use its reasonable endeavours to procure placees pursuant to the Placing. The Company has agreed to pay all costs and expenses relating to the Placing and the applications for Admission including commission payable to Turner Pope.

The Placing Agreement contains certain warranties given by the Company in favour of SPARK and Turner Pope in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify SPARK and Turner Pope in respect of certain liabilities they may incur in respect of the Placing or Admission. It also contains provisions entitling SPARK and Turner Pope to terminate the Placing Agreement if, inter alia, a breach of any of the warranties occurs, a force majeure event occurs or an event occurs which is material in the context of the Placing.

In addition, under the terms of the Placing Agreement, the Broker Warrants will be issued to JIM Nominees Limited (as nominee on behalf of Turner Pope) as part of the consideration payable to Turner Pope for its services as placing agent to the Transaction . The Broker Warrants will be exercisable at an exercise price equal to the Issue Price per Ordinary Share at any time up to the date three years following Second Admission. No application is being made for the Broker Warrants to be admitted to trading on AIM.

The First Tranche Placing is conditional, inter alia, upon:

(a) admission of the First Tranche Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 11 June 2021 (or such later time and/or date as the Company, SPARK and Turner Pope may agree (being not later than 8.00 a.m. on 22 July 2021)).

The Second Tranche Placing is conditional, inter alia, upon:

   (a)         the passing of the Resolutions at the General Meeting; 

(b) the Placing Agreement becoming unconditional in all respects (save for Second Admission occurring) and not having been terminated in accordance with its terms; and

(c) admission of the Second Tranche Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 24 June 2021 (or such later time and/or date as the Company, SPARK and Turner Pope may agree (being not later than 8.00 a.m. on 22 July 2021)).

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above the Placing will not proceed.

The Placing is not underwritten by Turner Pope or any other person.

The Placing will result in the issue of 31,500,003 new Ordinary Shares representing approximately 14.64 per cent. of the Enlarged Issued Share Capital. The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares on Admission.

DETAILS OF THE SUBSCRIPTION

Certain parties have agreed to subscribe for 1,833,331 New Ordinary Shares pursuant to the Subscription.

The Subscription Shares will be issued at the Issue Price, raising GBP550,000 for the Company. The parties who have subscribed pursuant to the Subscription have subscribed directly with the Company for the Subscription Shares, which are issued on the same terms and conditions as the Placing Shares.

The Subscription is conditional upon Admission of the Subscription Shares to trading on AIM becoming effective. If this condition is not satisfied, the Subscription Shares will not be issued.

The Subscription is not being underwritten.

SETTLEMENT AND DEALINGS

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

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that the First Tranche Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 11 June 2021, and that the Second Tranche Placing Shares and Subscription Shares will be admitted to trading on AIM at 8.00 a.m. on 24 June 2021. Second Admission will be subject, inter alia, to the passing of the Resolutions at the General Meeting.

Placees who elect to receive their Placing Shares in CREST will have their CREST account credited with their Placing Shares following Admission. For placees who elect to receive the Placing Shares in certificated form, definitive certificates in respect of the First Tranche Placing Shares and Second Tranche Placing Shares are expected to be sent to Shareholders by 24 June 2021 and 9 July 2021 respectively.

RECOMMATION

The Directors unanimously consider that the Placing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in relation to their own and associated holdings of 23,614,341 Ordinary Shares in total, representing approximately 12.99 per cent. of the Existing Ordinary Shares (as at the date of this document).

INDICATIVE TIMETABLE

 
                                                                   2021 
 Posting of this document and Form of Proxy                      7 June 
 
 Admission and commencement of dealings in the          8.00 a.m. on 11 
  First Tranche Placing Shares                                     June 
 
  First Tranche Placing Shares credited to CREST 
  stock accounts                                        8.00 a.m. on 11 
                                                                   June 
  Latest time and date for receipt of Forms of 
  Proxy and receipt of electronic proxy appointments      12.00 noon on 
  via the CREST system                                          21 June 
 
 General Meeting                                          12.00 noon on 
                                                                23 June 
 
 Results of General Meeting announced through                   23 June 
  Regulatory Information Service 
 
 
 
 Admission and commencement of dealings in the          8.00 a.m. on 24 
  Second Tranche Placing Shares and Subscription                   June 
  Shares 
 
 
 
 Second Tranche Placing Shares and Subscription         8.00 a.m. on 24 
  Shares credited to CREST stock accounts                          June 
 
 Share certificates for New Ordinary Shares                   by 9 July 
  sent to Shareholders 
 

KEY STATISTICS

 
 Issue Price                                              30 pence 
 Number of Existing Ordinary Shares                    181,840,942 
 Number of New Ordinary Shares to be issued             33,333,334 
 Number of Ordinary Shares the subject of the 
  Broker Warrants                                        2,520,000 
 Number of Ordinary Shares in issue immediately 
  following Second Admission                           215,174,276 
 Percentage of Enlarged Issued Share Capital        15.5 per cent. 
  represented by the New Ordinary Shares 
 Market capitalisation of the Company following    GBP64.6 million 
  Second Admission (at the Issue Price) 
 Estimated net proceeds of the Subscription         GBP9.4 million 
  and Placing receivable by the Company 
 

DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires:

 
 "Admission"                 First Admission, in the case of the First 
                                Tranche Placing Shares, and/or Second Admission, 
                                in the case of the Second Tranche Placing 
                                Shares and Subscription Shares, as the context 
                                requires; 
 
 "AIM"                       the AIM market operated by the London Stock 
                                Exchange; 
 
 "AIM Rules"                 the rules for AIM companies as published 
                                by the London Stock Exchange from time to 
                                time; 
 
 "Articles"                    the Company's articles of association; 
 
 "Board" or "Directors"    the directors of the Company at the date 
                                of this document; 
 
 
 "Broker Warrant Instrument"   the warrant instrument dated 7 June 2021 
                                and executed by the Company under which 
                                the Broker Warrants will be issued to Turner 
                                Pope, a summary of the key terms of which 
                                can be found in Section 5 of Part 1 of this 
                                document; 
 "Broker Warrants"             transferable (but unlisted) warrants to 
                                be issued to JIM Nominees Limited (as nominee 
                                on behalf of Turner Pope) to subscribe for 
                                up to 2,520,000 new Ordinary Shares, equivalent 
                                to 8 per cent. of the Placing Shares, exercisable 
                                at the Issue Price for three years from 
                                Second Admission; 
 "certificated"/"in           a share or other security which is not in 
  certificated form"            uncertificated form (that is, not in CREST); 
 
 "Company" or "DeepVerge"    DeepVerge plc, a company registered in England 
                                and Wales with registered number 10205396; 
 
 "CREST"                     the computerised settlement system to facilitate 
                                transfer of title to or interests in securities 
                                in uncertificated form operated by Euroclear 
                                UK & Ireland Limited; 
 
 "EIS relief"                  relief under the Enterprise Investment Scheme, 
                                as set out in Part V of the Income Tax Act 
                                2007, as amended; 
 
 "Enlarged Issued             the entire issued ordinary share capital 
  Share Capital"               of the Company immediately following Second 
                                Admission; 
 
 "Existing Issued             the entire existing issued ordinary share 
  Share Capital"               capital of the Company comprising the Existing 
                                Ordinary Shares; 
 
 "Existing Ordinary           the 181,840,942 Ordinary Shares in issue 
  Shares"                      at the date of this document; 
 "First Admission"           the admission to trading on AIM of the First 
                                Tranche Placing Shares in accordance with 
                                Rule 6 of the AIM Rules; 
  "First Tranche Placing" 
                                the firm placing of the First Tranche Placing 
  "First Tranche Placing        Shares; 
  Shares" 
                                the 21,086,888 new Ordinary Shares to be 
                                allotted under the First Tranche Placing; 
 
 "Form of Proxy"             the form of proxy for use at the General 
                                Meeting which accompanies this document; 
 
 "General Meeting"           the general meeting of the Company, notice 
  or "GM"                       of which is set out at the end of this document, 
                                and any adjournment thereof; 
 
 "Group"                       the Company, its subsidiaries and subsidiary 
                                undertakings; 
 
 "Issue Price"               30 pence, being the issue price of the Placing 
                                Shares and the Subscription Shares; 
 
 "London Stock Exchange"      London Stock Exchange plc; 
 
 "Modern Water"               Modern Water plc, a subsidiary of the Company; 
 
 "New Ordinary Shares"         together the 33,333,334 new Ordinary Shares 
                                to be issued by the Company pursuant to 
                                the Placing and the Subscription; 
 
 "Notice of General           the notice of the General Meeting, which 
  Meeting"                     is set out at the end of this document; 
 
 "Ordinary Share(s)"           ordinary share(s) of 0.1 pence each in the 
                                capital of the Company; 
 
 "Placing"                     the placing of the Placing Shares under 
                                the terms of the Placing Agreement (comprising 
                                the First Tranche Placing and the Second 
                                Tranche Placing); 
 
 "Placing Agreement"           the agreement dated 7 June 2021 between 
                                (1) the Company, (2) Turner Pope and (3) 
                                SPARK; 
  "Placing Shares" 
                                together the 31,500,003 new Ordinary Shares 
                                to be issued by the Company pursuant to 
                                the First Tranche Placing and the Second 
                                Tranche Placing; 
 
 "Registrars"                Neville Registrars Limited; 
 
 "Regulatory Information      a service approved by the FCA for the distribution 
  Service"                     to the public of 
                                regulatory announcements and included within 
                                the list maintained 
                                on the FCA's website; 
 
 "Resolutions"               the resolutions to be proposed at the General 
                                Meeting, as set out in the Notice of General 
                                Meeting; 
 
 "Second Admission"          the admission to trading on AIM of the Second 
                                Tranche Placing Shares and the Subscription 
                                Shares in accordance with Rule 6 of the 
                                AIM Rules; 
 
 "Second Tranche Placing"      the conditional placing of the Second Tranche 
                                Placing Shares; 
  "Second Tranche Placing 
  Shares"                       the 10,431,115 new Ordinary Shares to be 
                                issued pursuant to the Second Tranche Placing; 
  "Shareholder(s)" 
                                holder(s) of Ordinary Shares; 
 
 "SPARK"                      SPARK Advisory Partners Limited, the Company's 
                                nominated adviser; 
 "Subscription"                the subscription for the Subscription Shares 
                                pursuant to Subscription Letters; 
 "Subscription Shares"         the 1,833,331 New Ordinary Shares subscribed 
                                pursuant to the Subscription; 
 "Turner Pope"                 Turner Pope Investments (TPI) Ltd, the Company's 
                                broker; 
 
 "UK" or "United            the United Kingdom of Great Britain and 
  Kingdom"                     Northern Ireland; and 
 
 "uncertificated"            a share or security recorded in the Company's 
  / "in                        register of 
 uncertificated form"          members as being in uncertificated form, 
                                title to which may be transferred by means 
                                of CREST." 
 

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