Proposed Share Issue and Notice of GM

RNS Number : 6795W

Assura PLC

16 November 2017

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED OR DISTRIBUTED ELECTRONICALLY. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF ASSURA PLC AND ON ITS WEBSITE AT www.assuraplc.com.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).

16 November 2017

ASSURA PLC

("Assura" or the "Company")

Proposed Firm Placing, Placing and Open Offer and Offer for Subscription

and

Notice of General Meeting

The Board of Assura today announces a proposed share issuance to raise gross proceeds of up to £300 million through the issue of up to 526,315,789 New Ordinary Shares by way of a Firm Placing, Placing and Open Offer and additional gross proceeds of up to £30 million through the issue of up to 52,631,578 New Ordinary Shares through an Offer for Subscription (together, "the Share Issue"), all at 57 pence (the "Offer Price") per New Ordinary Share.

The Offer Price represents a discount of 2.7 per cent. to the Closing Price of 58.6 pence per Existing Ordinary Share on 15 November 2017 (being the last business day prior to the announcement of the Share Issue) but a premium of 7.3 per cent. to the Company's last reported EPRA NAV per Ordinary Share as at 30 September 2017 of 53.1 pence.

Highlights of the Share Issue

·      Issue of up to 193,460,489 New Ordinary Shares through the Firm Placing, raising gross proceeds of up to £110 million at the Offer Price. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer

·      Issue of 332,855,300 New Ordinary Shares through the Placing and Open Offer, raising gross proceeds of £190 million at the Offer Price

·      The Firm Placing and Placing being conducted through the Bookbuild will open with immediate effect

·      Under the Open Offer, Qualifying Shareholders will have an Open Offer Entitlement of 2 Open Offer Shares for every 11 Existing Ordinary Shares held

·      Qualifying Shareholders are also being offered the opportunity to subscribe for New Ordinary Shares in addition to their Open Offer Entitlements under the Excess Application Facility

·      Issue of up to 52,631,578 New Ordinary Shares through the Offer for Subscription, in order to raise gross proceeds of up to £30 million at the Offer Price. It is expected that the Offer for Subscription will open on 17 November 2017 and allow interested parties who cannot participate in the Firm Placing, Placing or Open Offer an opportunity to subscribe for New Ordinary Shares

Reasons for the fundraising and use of proceeds

Assura has delivered substantial growth in its portfolio and income over the last three financial years. The Company has a strong investment pipeline and continues to see opportunities to make further investments in the primary care property market which is a sector which has attractive fundamentals and a track record of strong risk adjusted returns. The estimated net proceeds from the Share Issue will be used to make further investments into primary care properties and to reposition the Group's balance sheet.

Fund acquisition and development pipeline: £209 million

The Group has successfully completed acquisitions for consideration of £174.1 million since 31 March 2017 to 14 November 2017 and the Group has a near-term pipeline of acquisitions and developments with a cost of approximately £209 million consisting of £126 million of new acquisition opportunities and £83 million of developments:

·      The Company has identified £126 million of acquisition opportunities, which are anticipated to be under contract before 31 March 2018. These opportunities predominantly represent individual sites where deals are being negotiated directly with the current owner

·      In addition, the Company has a pipeline of £83 million of developments that are on-site or are expected to be underway over the next 12 months

o  The Group currently has five schemes for development on site with a cost of £34.3 million

o  In addition to the development projects currently on-site, the Group has further 12 identified development scheme opportunities with a value of £49 million that are expected to have commenced within 12 months

The Directors believe that the Group's development pipeline is the strongest it has been over the previous five years and that, when combining the acquisitions and developments that have already completed or commenced, along with the Group's near term and 12 month pipeline, the financial year ended 31 March may be the Group's busiest year in recent history.

The Board intends to continue to target acquisitions and to fund developments to secure new investments at above-market yields. The above acquisitions and developments are expected to generate yield on costs or consideration broadly in line with that of the Group's most recent acquisitions, developments and forward funding agreements.

Repositioning the balance sheet: £91 million

The Group intends, subject to completion of the Share Issue, to refinance its Aviva senior secured term loans, which had a balance of £211.7 million as at 30 September 2017 with a weighted average interest rate of 5.43 per cent. The Group anticipates that the associated break costs of this refinancing will be approximately £55 million. The Group will utilise the proceeds of the Share Issue to fund this break cost and deploy £36 million to reduce further the Group's LTV providing substantial capacity for further property investment beyond the Group's current pipeline.

To the extent that the proceeds of the Share Issue are less than £200 million, the Group will review the specific allocation of the use of proceeds between the refinancing of the Aviva senior secured term loans and investment in property acquisitions and developments, subject to the implication for the Group's LTV.

To the extent that the proceeds of the Share Issue are above £300 million, as a result of applications under the Offer for Subscription, the Group will allocate the additional proceeds to reduce its debt in the short term and make further investments into its portfolio in the longer term.

Proposed increase to dividend

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

Subject to completion of the Share Issue (assuming the maximum possible number of Ordinary Shares to be issued under the Firm Placing, Placing and Open Offer), the Board intends to increase the quarterly dividend by 9 per cent. to 0.655 pence per Ordinary Share or 2.62 pence per Ordinary Share on an annualised basis with effect from January 2018. The New Ordinary Shares to be issued pursuant to the Share Issue will also qualify for this dividend. The associated record date is expected to be 15 December 2017.

Director participation

The Directors are interested in an aggregate of 7,722,662 Ordinary Shares (representing approximately 0.42 per cent. of the Existing Ordinary Shares). Simon Laffin, David Richardson, Ed Smith, Jonathan Murphy and Jayne Cottam intend to participate in the Share Issue.

Notice of General Meeting

The Share Issue is conditional on, inter alia, Shareholder approval to grant the Directors authority to allot and issue the New Ordinary Shares as if the applicable statutory pre-emption rights did not apply. Approval will be sought at a General Meeting to be convened at 10.00 a.m. on 4 December 2017 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, notice of which will be set out in the Prospectus. If the Resolution is not passed at the General Meeting, the Share Issue will not proceed.

Publication of Prospectus

The Prospectus will, following publication, be sent to Shareholders and made available on the Company's website, www.assuraplc.com.

Any capitalised terms used but not otherwise defined in this announcement have the meaning given to them in Appendix II.

Jonathan Murphy, CEO said:

"Primary care remains at the heart of the NHS agenda. With Assura's development pipeline being the strongest it has been for many years, the anticipated proceeds of this fund raising will allow us to continue investing in the primary health care estate of the future and positions us at the forefront of this opportunity."

Enquiries:

Assura plc	[phone]
Jonathan Murphy
Jayne Cottam Orla Ball
Stifel Nicolaus Europe Limited	[phone]
Mark Young Stewart Wallace Tom Yeadon
J.P. Morgan Cazenove	[phone]
Bronson Albery
Barry Meyers

Expected timetable of principal events

Record Date for entitlements under the Open Offer	close of business on 14 November 2017
Announcement of the Share Issue	16 November 2017
Ex-entitlement date	16 November 2017
Despatch of Prospectus, Application Forms and Forms of Proxy	16 November 2017
Offer for Subscription opens	17 November 2017
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	as soon as possible after 8.00 a.m. on 17 November 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 27 November 2017
Recommended latest time for depositing Open Offer Entitlements and Excess Open Offer Entitlements in to CREST	3.00 p.m. on 28 November 2017
Recommended latest time for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 29 November 2017
Latest time and date for receipt of Forms of Proxy and electronic proxy appointments via CREST	11.00 a.m. on 30 November 2017
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 1 December 2017
Latest time and date for receipt of Offer for Subscription Application Forms and payment in full under the Offer for Subscription	11.00 a.m. on 1 December 2017
Announcement of the results of the Open Offer and the Offer for Subscription	4 December 2017
General Meeting	10.00 a.m. on 4 December 2017
Announcement of results of General Meeting	4 December 2017
Admission and commencement of dealings in the New Ordinary Shares	6 December 2017
CREST stock accounts expected to be credited for the New Ordinary Shares	6 December 2017
Share certificates for New Ordinary Shares expected to be despatched	within 14 days of Admission

Each of the times and dates in the table above is indicative only and may be subject to change. References to times in this announcement are to London time. The times and dates set out in the table above and mentioned throughout this announcement may be adjusted by the Company in consultation with Stifel and J.P. Morgan Cazenove, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Shareholders. Any Existing Ordinary Shares sold prior to the close of business on 16 November 2017, the date on which the Existing Ordinary Shares will trade with entitlement, will be sold to the purchaser with the right to receive entitlements under the Open Offer.

Dealing codes

Ticker	AGR
ISIN of the Existing Ordinary Shares (and the New Ordinary Shares once admitted to trading)	GB00BVGBWW93
ISIN of the Open Offer Entitlement	GB00BF3FNC98
ISIN of the Excess Open Offer Entitlement	GB00BF3FNG37
SEDOL	BVGBWW9

Further information in relation to the Share Issue

The Share Issue

The Company proposes to raise gross proceeds of up to £300 million through the issue of up to 526,315,789 New Ordinary Shares by way of a Firm Placing and a Placing and Open Offer and additional gross proceeds of up to £30 million through the issue of up to 52,631,578 New Ordinary Shares by way of an Offer for Subscription, all at the offer price of 57 pence per New Ordinary Share. The Offer Price represents a discount of 2.7 per cent. to the Closing Price but a premium of 7.3 per cent. to the Company's last reported EPRA NAV per Ordinary Share as at 30 September 2017 of 53.1 pence.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of any of its Ordinary Shares in the period from the date of this Announcement until 90 days after Admission without the prior consent of the Joint Bookrunners.

Shareholder approval

The Share Issue requires Shareholder approval to grant the Directors authority to allot and issue the New Ordinary Shares as if the applicable statutory pre-emption rights did not apply. Approval will be sought at a General Meeting convened for 10.00 a.m. on 4 December 2017, notice of which will be set out in the Prospectus. If the Resolution is not passed at the General Meeting, the Share Issue will not proceed.

Reasons for the fundraising and use of proceeds

Primary care real estate has a track record of strong risk adjusted returns, exhibiting a higher return and lower risk profile than other property sectors, based on MSCI IPD data over the last ten years, and the Directors believe there is a compelling investment opportunity for the Group to deploy additional capital into this sector.

To capitalise on current opportunities, the Company wishes to raise capital to make further investments into primary care properties and to refinance certain of the Group's borrowings.

Fund acquisition and development pipeline: £209 million

The Group has successfully completed acquisitions for consideration of £174.1 million since 31 March 2017 to 14 November 2017. The Group has a near-term pipeline of acquisitions and developments with a cost of approximately £209 million. The Company has identified £126 million of acquisition opportunities, which are anticipated to be under contract before 31 March 2018. These opportunities predominantly represent individual sites where deals are being negotiated directly with the current owner.

In addition, the Company has a pipeline of £83 million of developments that are on-site or are expected to be underway over the next 12 months. The Group currently has five schemes for development on site with a cost of £34.3 million. In addition to the development projects currently on-site, the Group has further 12 identified development scheme opportunities with a value of £49 million that are expected to have commenced within 12 months. The Directors believe that the Group's development pipeline is the strongest it has been over the previous five years and that, when combining the acquisitions and developments that have already completed or commenced, along with the Group's near term and 12 month pipeline, the financial year ended 31 March 2018 may be the Group's busiest year in recent history.

The Board intends to continue to target acquisitions and to fund developments to secure new investments at above-market yields. The above acquisitions and developments are expected to generate yield on costs or consideration broadly in line with that of the Group's most recent acquisitions, developments and forward funding agreements.

Repositioning the balance sheet: £91 million

The Group intends, subject to completion of the Share Issue, to refinance its Aviva senior secured term loans, which had a balance of £211.7 million as at 30 September 2017 with a weighted average interest rate of 5.43 per cent. The Group anticipates that the associated break costs of this refinancing will be approximately £55 million. The Group will utilise the proceeds of the Share Issue to fund this break cost and deploy £36 million to reduce further the Group's LTV providing substantial capacity for further property investment beyond the Group's current pipeline.

To the extent that the proceeds of the Share Issue are less than £200 million, the Group will review the specific allocation of the use of proceeds between the refinancing of the Aviva senior secured term loans and investment in property acquisitions and developments, subject to the implication for the Group's LTV.

To the extent that the proceeds of the Share Issue are above £300 million, as a result of applications under the Offer for Subscription, the Group will allocate the additional proceeds to reduce its debt in the short term and make further investments into its portfolio in the longer term.

Current trading and prospects of Assura

Since 30 September 2017 to 14 November 2017, the Group completed the acquisition of four properties for total consideration of £20.5 million, increased its available credit under the RCF from £250.0 million to £300.0 million and privately placed £150.0 million unsecured notes in two tranches with maturities of eight and ten years, with a weighted average coupon of 3.04 per cent.

Principal terms of the Share Issue

Firm Placing

Pursuant to the Sponsor and Placing Agreement, the Joint Bookrunners have severally agreed to use their respective reasonable endeavours to procure Firm Placees for up to 193,460,489 New Ordinary Shares at the Offer Price representing gross proceeds of up to £110 million at the Offer Price. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.

Placing and Open Offer

Pursuant to the Sponsor and Placing Agreement, the Joint Bookrunners have severally agreed to use their respective reasonable endeavours to conditionally place all of the Open Offer Shares with institutional investors at the Offer Price subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Any New Ordinary Shares that are available under the Open Offer and are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements and under the Excess Application Facility may be issued in the Placing. The Open Offer Shares will be offered to Qualifying Shareholders by way of the Open Offer (representing gross proceeds of £190 million at the Offer Price). Excluded Overseas Shareholders will not be able to participate in the Open Offer. The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising (subject to compliance with applicable securities laws) by subscribing both for their Open Offer Entitlement and for any Excess Open Offer Entitlement, subject to availability.

Qualifying Shareholders will have an Open Offer Entitlement of:

2 Open Offer Shares for every 11 Existing Ordinary Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date and so in proportion to any other number of Existing Ordinary Shares held.

Qualifying Shareholders may also apply, under the Excess Application Facility, for any whole number of New Ordinary Shares. Applications for Excess Shares will be satisfied only to the extent that corresponding applications by other Qualifying Shareholders are not made or are made for less than their pro rata entitlements. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take-up of the Open Offer Entitlements, such applications will be scaled back at the discretion of the Directors (in consultation with Stifel and J.P. Morgan Cazenove), who will have regard to the pro rata number of Excess Shares applied for by Qualifying Shareholders under the Excess Application Facility.

Open Offer Entitlements will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will not be allocated but will be aggregated and made available in the Excess Application Facility.

The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders and is not subject to scaling back.

Application Forms for Qualifying non-CREST Shareholders are expected to be posted to Qualifying non-CREST Shareholders on 16 November 2017 and Open Offer Entitlements are expected to be credited to stock accounts of Qualifying CREST Shareholders in CREST by 17 November 2017. The latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is 11.00 a.m. on 1 December 2017, with Admission expected to take place on 6 December 2017.

Any Qualifying Shareholder who has sold or transferred all or part of his registered holding(s) of Existing Ordinary Shares prior to the close of business on 16 November 2017 is advised to consult his stockbroker, bank or other agent through whom the sale or transfer was effected as soon as possible since the invitation to apply for Open Offer Shares under the Open Offer may be a benefit which may be claimed from him under the rules of the London Stock Exchange by those who purchased his holding(s) or part thereof.

Further information on, and the terms and conditions of, the Open Offer will be set out in the Prospectus.

Offer for Subscription

Up to 52,631,578 New Ordinary Shares are available under the Offer for Subscription at the Offer Price, representing gross proceeds of up to £30 million at the Offer Price. The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot New Ordinary Shares on a private placement basis to applicants in other jurisdictions. The terms and conditions of application under the Offer for Subscription will be set out in the Prospectus. The terms and conditions should be read carefully before an application is made. Investors should consult their respective stockbroker, bank manager, solicitor, accountant or other financial adviser if they are in any doubt about the contents of the Prospectus.

The latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription and settlement of relevant CREST instructions (as appropriate) is 11.00 a.m. on 1 December 2017, with Admission expected to take place on 6 December 2017.

The Offer for Subscription is separate to, and does not form part of, the Firm Placing, or Placing and Open Offer.

The Share Issue is conditional, amongst other things, on:

·      the execution of the Placing Terms Agreement by the parties thereto following completion of the Bookbuild;

·      the satisfaction of certain conditions contained in the Sponsor and Placing Agreement between the Company, Stifel and J.P. Morgan Cazenove, which are typical for an agreement of that nature;

·      Stifel and J.P. Morgan Cazenove not having terminated the Sponsor and Placing Agreement in accordance with its terms;

·      the approval of the Resolution by Shareholders at the General Meeting (or any adjournment thereof); and

·      Admission occurring on or before 8.00 a.m. on 6 December 2017 (or such later time and/or date as the Joint Bookrunners and the Company may agree, being not later than 22 December 2017).

To the extent that any Firm Placee or Placee procured by the Joint Bookrunners fails to subscribe for any or all of the Firm Placed Shares and/or Placing Shares which have been allocated to it, pursuant to the Sponsor and Placing Agreement each of the Joint Bookrunners shall severally subscribe, as principal, for such Firm Placed Shares and/or Placing Shares at the Offer Price. Each of the Joint Bookrunner's obligation to subscribe for Firm Placed Shares is subject to certain conditions in the Sponsor and Placing Agreement including, among others, the execution of the Placing Terms Agreement. The Offer for Subscription is not being underwritten.

Bookbuild

The Bookbuild will open with immediate effect. The timing of the closing of the Bookbuild is at the discretion of Stifel and J.P. Morgan Cazenove, following consultation with the Company. The bookbuild will determine (i) the number of firm Placed Shares and (ii) the identity of the Firm Placees and Placees and their respective allocations.

By choosing to participate in the Firm Placing and the Placing and by making an oral and legally binding offer to acquire New Ordinary Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Firm Placing and the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix I.

Applications for Admission

Applications will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment

of the Official List and to trading on the premium segment of London Stock Exchange's Main Market. It is expected Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 6 December 2017.

Board intentions and recommendation

The Board considers the terms of the Share Issue to be in the best interests of Assura and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings and those of their connected persons, which amount in aggregate to 7,722,662 Ordinary Shares, representing approximately 0.42 per cent. of the Company's issued ordinary share capital as at 14 November 2017 (being the latest practicable date prior to the publication of the Prospectus).

IMPORTANT NOTICE

Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that the Open Offer Entitlements will not be tradeable or listed and that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded.

Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be subscribed for under the Placing with the net proceeds retained for the benefit of the Company and Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer to receive any proceeds from it.

This announcement has been issued by and is the sole responsibility of Assura. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

This announcement is not a prospectus but an advertisement and investors should not make any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by Assura in connection with the Share Issue.

Copies of the Prospectus will, following publication, be available from the registered office of Assura and on Assura's website at www.assuraplc.com. The Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders and prospective investors in the United States, Australia, Canada, Japan and the Republic of South Africa. Neither the content of Assura's website nor any website accessible by hyperlinks on Assura's website is incorporated in, or forms part of, this announcement. The Prospectus will provide further details of the New Ordinary Shares being offered pursuant to the Share Issue.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, any Excluded Territory or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory in any Excluded Territory. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into any Excluded Territory.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or if and when published the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Share Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Notice to all investors

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Securities plc (which conducts its UK investment banking services as "J.P. Morgan Cazenove") is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA. Stifel and J.P. Morgan Cazenove are each acting exclusively for the Company in connection with the Share Issue. Neither Stifel nor J.P. Morgan Cazenove will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to Share Issue or any transaction, matter or arrangement described in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel and J.P. Morgan Cazenove by FSMA or the regulatory regime established thereunder, none of Stifel, J. P. Morgan Cazenove nor any of their respective affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Ordinary Shares, the Share Issue, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Stifel, J.P. Morgan Cazenove and each of their respective affiliates directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Assura or Stifel or J.P. Morgan Cazenove. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Assura since the date of this announcement or that the information in it is correct as at any subsequent date.

Cautionary statement regarding forward-looking statements

This announcement contains forward-looking statements. These statements relate to the future prospects, developments and business strategies of the Company. Forward-looking statements are identified by the use of such terms as "believe", "could", "envisage", "estimate", "potential", "intend", "may", "plan", "will" or variations or similar expressions, or the negative thereof. The forward-looking statements contained in this announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. If one or more of these risks or uncertainties materialise, or if underlying assumptions prove incorrect, the Company's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, certain of which are beyond the Company's control, potential investors should not place any reliance on forward-looking statements. These forward-looking statements speak only as at the date of this announcement. Except as required by law, the Company undertakes no obligation to publicly release any update or revisions to the forward-looking statements contained in this announcement to reflect any change in events, conditions or circumstances on which any such statements are based after the time they are made.

APPENDIX I - TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING

IMPORTANT INFORMATION ON THE FIRM PLACING AND THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING AND THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND; (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX 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 APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF NEW ORDINARY SHARES (AS DEFINED BELOW).

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

Persons who are invited to and who choose to participate in the Firm Placing and the Placing, by making an oral or written offer to acquire Firm Placed Shares and Placing Shares (together, the "New Ordinary Shares") pursuant to the terms and conditions of the Firm Placing and the Placing, including any individuals, funds or others on whose behalf a commitment to acquire New Ordinary Shares is given, (each such person, a "Placee") will (i) be deemed to have read and understood this Announcement, including this Appendix, the placing proof prospectus dated 16 November 2017 (the "Placing Proof") prepared in accordance with the Prospectus Rules relating to the Company and the Share Issue, and made available to Placees, in their entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, the Placing Proof and the placing letter to be completed and signed by Placees in connection with the Firm Placing and the Placing (the "Placing Letter"), including providing (and shall only be permitted to participate in the Firm Placing and the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out therein and in this Appendix.

This Appendix and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or South Africa or any other Excluded Territory.

The New Ordinary Shares referred to in this Appendix have not been, nor will they be, registered or offered under the relevant securities laws of any state, province or territory of any Excluded Territory. Accordingly, the New Ordinary Shares may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within any of the Excluded Territories except pursuant to an applicable exemption from registration or qualification requirements. None of the terms and conditions set out in this Appendix, the Placing Proof, or the Placing Letter is or constitutes an invitation or offer to sell or the solicitation of an invitation or an offer to buy New Ordinary Shares in any jurisdiction in which such offer to sell or solicitation is unlawful. Persons into whose possession these documents come should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Joint Bookrunners do not make any representation to any Placees regarding an investment in the securities referred to in the Announcement (including this Appendix), the Placing Proof, the Placing Letter or the Prospectus.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of either of the Joint Bookrunners nor any of their respective affiliates, employees, agents or advisers nor any other person acting on their behalf, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in the Placing Proof, the Announcement or this Appendix or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Firm Placing and Placing and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions.

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.

Details of the Sponsor and Placing Agreement, the Firm Placing and the Placing

The Joint Bookrunners have entered into a sponsor and placing agreement (the "Sponsor and Placing Agreement") with the Company under which they severally agreed to use their respective reasonable endeavours to procure Placees for the New Ordinary Shares at the Offer Price, on the terms and subject to the conditions set out therein.

The Firm Placed Shares are not subject to clawback and do not form part of the Placing and Open Offer. The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer.

The commitments of Placees in the Placing are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The full terms and conditions of the Open Offer will be contained in the Prospectus which is expected to be published by the Company on or about 16 November 2017 following approval by the FCA in accordance with the Prospectus Rules and, in respect of Qualifying Shareholders who hold their Ordinary Shares in certified form, in the Application Form.

Each of the Joint Bookrunners has severally (and not jointly or jointly and severally) agreed with the Company, in the event of any default by any Placee in paying for any New Ordinary Shares allocated to it, to take up such New Ordinary Shares themselves at the Offer Price in each case in the agreed proportions as set out in the Sponsor and Placing Agreement.

The New Ordinary Shares will, when issued, be credited as fully paid and will, following Admission (as defined below), rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of any of its Ordinary Shares in the period from the date of this Announcement until 90 days after Admission without the prior consent of the Joint Bookrunners.

Application for listing and admission to trading

Applications will be made to the FCA for admission of the New Ordinary Shares to the premium listing segment of the Official List and to trading on the premium segment of London Stock Exchange plc's Main Market (together, "Admission"). It is expected that Admission will become effective at or about 8.00 a.m. (London time) on 6 December 2017 (or such later time and/or date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 22 December 2017) and that dealings in the New Ordinary Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Firm Placing and the Placing (the "Bookbuild") in order to establish (i) the number of New Ordinary Shares in the Firm Placing; and (ii) the identity of Placees and their respective allocations. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Firm Placing and the Placing.

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

Participation in, and principal terms of, the Firm Placing and the Placing

1.            The Joint Bookrunners are acting as bookrunners and agents of the Company in connection with the Firm Placing and the Placing.

2.            The Joint Bookrunners are arranging the Firm Placing and the Placing severally (and not jointly nor jointly and severally) as bookrunners and agents of the Company. Participation in the Firm Placing and the Placing will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids as principal in the Bookbuild.

3.            The Bookbuild will establish the identity of the Placees and allocations of New Ordinary Shares to be allocated to Placees pursuant to the Firm Placing and the Placing whose bids are successful. The results of the Firm Placing and the Placing will be announced through a Regulatory Information Service following completion of the Bookbuild (the "Placing Results Announcement").

4.            To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at one of the Joint Bookrunners.  Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for at the Offer Price.  Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below.

5.            A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix, the Placing Letter and the Placing Proof, will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and legally binding obligation owed to the Joint Bookrunners, as agent for the Company, to pay the Joint Bookrunners (or as they may direct) in cleared funds an amount equal to the product of the Offer Price and the aggregate number of Firm Placed Shares and, once apportioned after clawback (in accordance with the procedure explained below under "Placing procedure" and in the Placing Letter), the Placing Shares, which such Placee has agreed to acquire. Each Placee's obligations will be owed to the Joint Bookrunners.

6.            The book will open with immediate effect and may close at any time thereafter, at the discretion of the Joint Bookrunners following consultation with the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7.            Each prospective Placee's allocation will be agreed between the Joint Bookrunners and will be confirmed to Placees orally by the relevant Joint Bookrunner following the close of the Bookbuild, and the Placing Letter will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Bookrunner and the Company, to acquire the number of New Ordinary Shares allocated to it (and in the respective numbers of Firm Placed Shares and Placing Shares (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) so allocated) and to pay the Offer Price on the terms and conditions set out in this Appendix, the Placing Proof, the Placing Letter and in accordance with the Company's articles of association. Each Placee will confirm such irrevocable and legally binding commitment by completing, signing and returning the letter of confirmation contained in the Placing Letter in accordance with the instructions therein, and should a Placee fail to do so, the Joint Bookrunners will retain the right to cancel their allocation or terminate such irrevocable and legally binding commitment.

8.            All obligations under the Bookbuild, the Firm Placing and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Firm Placing and the Placing" and to the Sponsor and Placing Agreement not having being terminated on the basis referred to below under "Right to terminate under the Sponsor and Placing Agreement".

9.            The Joint Bookrunners 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 Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate New Ordinary Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Firm Placing and the Placing, at its absolute discretion. The acceptance of the bids shall be at the relevant Joint Bookrunner's absolute discretion, subject to agreement with the Company.

10.          Irrespective of the time at which a Placees' allocation pursuant to the Firm Placing and the Placing is confirmed, settlement for all New Ordinary Shares to be acquired pursuant to the Firm Placing and the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement" and in the Placing Letter.

11.          No commissions are payable to Placees in respect of the Firm Placing.

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

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

14.          To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, directors, employees, agents or advisers nor any other person acting on their behalf shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners nor any of their respective affiliates, directors, employees, agents or advisers nor any other person acting on their behalf shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or such alternative method of effecting the Firm Placing and the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Firm Placing and the Placing

The Firm Placing and the Placing are conditional, inter alia, upon:

(a)           the approval of the Resolution at the General Meeting (or any adjournment thereof);

(b)           Admission becoming effective by not later than 8.00 a.m. on 6 December 2017 (or such later time and/or date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 22 December 2017); and

(c)           the Sponsor and Placing Agreement becoming unconditional in all respects.

If (i) any of the conditions contained in the Sponsor and Placing Agreement in relation to the New Ordinary Shares are not fulfilled or waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Joint Bookrunners and the Company may agree); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Sponsor and Placing Agreement is terminated in the circumstances specified below, the Firm Placing and the Placing will lapse and the Placee's rights and obligations hereunder in relation to the New Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Joint Bookrunners may in their absolute discretion and upon such terms as they think, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Sponsor and Placing Agreement, save that the above conditions relating to, inter alia, Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix and the Placing Letter.

Neither of the Joint Bookrunners nor any of their respective affiliates, directors, employees, agents or advisers nor any other person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Firm Placing and the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Firm Placing and the Placing generally and by participating in the Firm Placing and the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate under the Sponsor and Placing Agreement

The Joint Bookrunners may terminate the Sponsor and Placing Agreement in certain circumstances (such as material adverse change or force majeure event) but only prior to Admission. The Joint Bookrunners are not entitled to terminate the Sponsor and Placing Agreement after Admission.

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

Lock-up

Pursuant to the terms of the Sponsor and Placing Agreement, the Company has undertaken that it will not without the prior written consent of the Joint Bookrunners, during the period ending 90 days from the date of Admission: (i) directly or indirectly, issue, allot, offer, pledge, sell, contract to sell, lend, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, deposit into any depositary receipt facility or otherwise transfer or dispose of any Ordinary Shares (or any interest therein or in respect thereof) in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or file any registration statement under the Securities Act with respect to any of the foregoing (or publicly announce the same); or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly, or indirectly, the economic consequences of ownership of the Ordinary Shares, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of the Ordinary Shares or such other securities, in cash or otherwise.

The foregoing undertaking does not apply to: (a) the issue and offer by or on behalf of the Company of the new Ordinary Shares pursuant to the Share Issue; (b) any Ordinary Shares issued or to be issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in this document; (c) any Ordinary Shares issued or to be issued or options to subscribe for or acquire Ordinary Shares granted pursuant to existing or proposed employee benefit plans of the Company disclosed in this document; and (d) any Ordinary Shares issued or to be issued to Shareholders instead of cash in respect of any dividend declared by the Company.

By participating in the Firm Placing and the Placing, Placees agree that the exercise by any Joint Bookrunner of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lockup under the Sponsor and Placing Agreement shall be within the absolute discretion of that Joint Bookrunner and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Withdrawal rights

Placees will be deemed to acknowledge that their respective agreement to subscribe for New Ordinary Shares pursuant to the Firm Placing and the Placing is not by way of acceptance of a public offer made or to be made in the Prospectus but is by way of a collateral contract and, accordingly, section 87Q of FSMA does not entitle a Placee or Placees to withdraw its or their acceptance(s) in the event that the Company publishes a supplementary prospectus in connection with the Share Issue and/or Admission. Without prejudice to such acknowledgement, if Placees are so entitled to withdraw, by accepting the offer of a placing participation contained in the Placing Letter, they will irrevocably agree (if applicable) in the Placing Letter not to exercise any such rights and to confirm their acceptance of the offer on the same terms immediately after any such right to withdraw arises.

Placing procedure

Following the closing of the Bookbuild, each Placee allocated Firm Placed Shares in the Firm Placing and conditionally allocated Placing Shares in the Placing will be sent the Placing Letter confirming the contract concluded upon acceptance by the Joint Bookrunners of such Placee's earlier oral commitment to subscribe for New Ordinary Shares and also confirming the number of Firm Placed Shares allocated to it and the number of Placing Shares conditionally allocated to it (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer) at the Offer Price, the aggregate amount owed by such Placee to the Joint Bookrunner and settlement instructions.

The commitments of Placees to acquire the Placing Shares pursuant to the Placing are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Joint Bookrunners have discretion with regard to the manner and extent of any scaling back of a Placee's conditional allocation, and such scaling back may not be pro rata to conditional allocations.

Upon closing of the Open Offer (and following clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), the Joint Bookrunners will confirm the final allocations of Placing Shares to be issued to Placees (each a "Final Placing Participation") pursuant to the Placing orally or in writing to Placees and will issue a contract note or trade confirmation in respect of such Final Placing Participations. The contract note or trade confirmation will include the payment and settlement procedures to be followed by Placees in connection with their subscriptions for (i) the Placing Shares comprised in their Final Placing Participations and (ii) the number of Firm Placed Shares that have been allocated to them and which they have agreed to acquire (each a "Firm Participation").

The Joint Bookrunners will notify Placees if any of the dates in this Appendix should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Off-set

If a Placee is entitled to participate in the Open Offer by virtue of being a Qualifying Shareholder it will be able to apply to subscribe for New Ordinary Shares under the terms and conditions of the Open Offer.

In circumstances where the Placee validly takes up and pays for New Ordinary Shares under the Open Offer to which it is entitled as a Qualifying Shareholder it may request that its conditional allocation of Placing Shares be reduced by up to the number of New Ordinary Shares validly taken up and paid for under the Open Offer (up to a maximum of the number of New Ordinary Shares in its Open Offer Entitlement), provided always that the Joint Bookrunners are satisfied that the Placee has validly taken up and paid for the New Ordinary Shares under the Open Offer. Further details of Placees' rights to request off-set in this way is set out in the Placing Letter.

Registration and settlement

Settlement of transactions in the New Ordinary Shares following Admission will take place within CREST, subject to certain exceptions. The Joint Bookrunners and the Company reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST by the expected time for settlement and delivery set out in the contract note or trade confirmation or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the instructions set out in the Placing Letter and the contract note or trade confirmation (if applicable) and in accordance with the standing CREST instructions in respect of the New Ordinary Shares that it has in place with the relevant Joint Bookrunner.

Representations, warranties and further terms

By participating in the Firm Placing and the Placing and/or completing (as applicable), signing and returning the letter of confirmation attached to the Placing Letter, each Placee (and any person acting on such Placees' behalf) (referred to as "you" or "your" below) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as bookrunners and placing agents of the Company, in each case as a fundamental term of their application for New Ordinary Shares), the following:

1.            the Joint Bookrunners are not acting for you; the Joint Bookrunners are acting solely for the Company in relation to the Share Issue and Admission and in no other capacity;

2.            you have not relied on any information, representations and/or warranties from Joint Bookrunners or the Company or any other person and have only relied on the information contained in the Announcement and the Placing Proof;

3.            you understand and accept that by offering you a placing participation, the Joint Bookrunners are not making any recommendations to or advising you regarding the suitability or merits of any transaction you may enter into in connection with the Firm Placing and the Placing or otherwise and that you are not, and do not regard yourself as, our client in connection with the Firm Placing and the Placing, and that the Joint Bookrunners are acting solely for the Company in relation to the transaction as set out in the Placing Proof and will not be responsible to you for providing the protections afforded to their respective clients or for advising you on the transactions and arrangements proposed in the Placing Proof and/or the Sponsor and 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. In addition, any payment by you will not be treated as client money governed by the rules of the FCA;

4.            you irrevocably agree to subscribe for the number of, Firm Placed Shares comprised in your Firm Participation and the number of Placing Shares comprised in your Final Placing Participation, in each case, at the Offer Price and on the terms set out in this Appendix, the Placing Proof and the Placing Letter, that you have obtained all necessary consents and authorities to enable you to give your commitment to so subscribe, you have funds available to do so, and that you will pay for your Firm Participation and your Final Placing Participation in full;

5.            you have received and read a copy of the Announcement and the Placing Proof and all such other information as you deem necessary to make an investment decision in relation to the New Ordinary Shares;

6.            (i) you have made your own assessment and have satisfied yourself concerning the relevant tax, legal, currency and other economic considerations relevant to your investment in the New Ordinary Shares and have relied on your own investigation of the business, financial or other position of the Company in accepting a participation in the Firm Placing and the Placing; (ii) neither of the Joint Bookrunners nor any of their respective affiliates, directors, employees, agents or advisers nor any other person acting on behalf of any of them has provided, or will provide you, with any material regarding the New Ordinary Shares in addition to the Placing Proof, the Prospectus and the Announcement other than the Placing Results Announcement; and (iii) you have not requested that the either of the Joint Bookrunners, the Company or any of their respective affiliates or any person acting on behalf of any of them to provide you with any such information;

7.            the contents of the Placing Proof, the Prospectus, the Announcement and the Placing Results Announcement are exclusively the responsibility of the Company and that neither of the Joint Bookrunners nor any of their respective affiliates, directors, employees, agents or advisers nor any other person acting on their behalf make any representation or warranty, express or implied, in relation to, nor will be responsible for or shall have liability for, any information, representation or statement contained therein or any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and neither of the Joint Bookrunners nor their respective affiliates or any person acting on their behalf will be responsible or liable for your investment decision in relation to the New Ordinary Shares based on any information, representation or statement contained in the Placing Proof, the Prospectus, the Announcement, the Placing Results Announcement or this Appendix;

8.            you will only be entitled to rely on any information or representation in relation to the Company or the New Ordinary Shares contained in the Placing Proof, the Prospectus, the Announcement and any supplementary prospectus published by the Company in connection with the Offer or Admission pursuant to section 87G of FSMA;

9.            unless otherwise agreed in writing with the Joint Bookrunners, you are a person whose ordinary activities involve you (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of your business and you undertake that you will (as principal or agent) acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to you for the purposes of your business;

10.          unless otherwise agreed in writing with the Joint Bookrunners, if you are a resident in the EEA, you are a qualified investor within the meaning of the law in the relevant member state implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive;

11.          you have complied with your obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended) and the Terrorism Act 2000 (as amended), the Terrorism Act 2006 (as amended), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the Financial Conduct Authority and any other applicable legislation concerning prevention of money laundering (the "Regulations") and you will on request from the relevant Joint Bookrunner provide any such information and provide such assistance to such Joint Bookrunner in order to verify your identity which the Bookrunners may require in compliance with the Regulations and, if you are making payment on behalf of a third party, you have obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations. Definitive certificates in respect of the New Ordinary Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the New Ordinary Shares to you in uncertificated form, may be retained at the Joint Bookrunners' or the Company's registrars, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Joint Bookrunners' (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, such Joint Bookrunner and/or the Company may, at its absolute discretion, terminate your commitment in respect of the Firm Placing and the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited. Your attention is further drawn to the section entitled "Money Laundering Regulations" contained in Part II of the Prospectus;

12.          the New Ordinary Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the New Ordinary Shares are not being and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and you further acknowledge that, subject to certain exceptions, the New Ordinary Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed within the United States;

13.          you understand that the New Ordinary Shares have not been registered under the applicable laws of Australia, Canada, Guernsey, Japan, Jersey, Hong Kong Special Administrative Region of the People's Republic of China, Switzerland and the United States and any other jurisdiction where the availability of the Firm Placing and the Placing would breach any applicable law (each an "Excluded Territory"). To the extent that you are a resident of any Excluded Territory or a corporation, partnership or other entity organised under the laws of any Excluded Territory, you will only take up New Ordinary Shares pursuant to an available exemption under applicable law;

14.          you have not and will not distribute or publish the Placing Proof, the Prospectus, the Announcement, the Placing Results Announcement, this Appendix or any advertisement or other offering material in relation to the New Ordinary Shares directly or indirectly in, into or within any of the Excluded Territories;

15.          you will not make any offer to the public of the New Ordinary Shares and have not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom or elsewhere in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any member state of the EEA);

16.          you have observed the laws of all relevant jurisdictions, obtained any requisite governmental exchange controls or other consents, complied with all relevant formalities and paid any issue, transfer or other taxes due in connection with your Firm Participation and your Final Placing Participation in any territory and that you have not taken any action which will or may result in either of the Joint Bookrunners or the Company being in breach of the legal or regulatory requirements of any jurisdiction;

17.          you have 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 New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and you acknowledge and agree that the Placing Proof and the Prospectus are not being issued by the Joint Bookrunners in their respective capacities as an authorised person under section 21 of FSMA and they may not therefore be subject to the controls which would apply if they were made or approved as a financial promotion by an authorised person;

18.          you have complied and will comply with all applicable provisions of FSMA with respect to anything done by you in relation to the New Ordinary Shares in, from or otherwise involving, the United Kingdom;

19.          you are not, and will not be, liable, and you are not applying as nominee(s) or agent(s) for a person or persons who is/are or may be liable, to pay stamp duty reserve tax under sections 93 or 96 of the Finance Act 1986 or stamp duty under sections 67 or 70 of the Finance Act 1986, in each case at the increased rates referred to in those sections. For the avoidance of doubt, if this confirmation is incorrect, stamp duty or stamp duty reserve tax may be payable for which neither of the Joint Bookrunners nor the Company will be responsible and if, as a result, any of those persons is obliged by law to pay any such stamp duty or stamp duty reserve tax, they shall be entitled to receive it from you for which purposes you agree to indemnify on demand each of the Joint Bookrunners and the Company on an after-tax basis in respect of any such liability for stamp duty and/or stamp duty reserve tax (and any related interest, fines or penalties) arising in respect thereof;

20.          you irrevocably appoint any director or employee of the Joint Bookrunners as your agent for the purpose of executing and delivering to the Company and/or the Company's registrar any document on your behalf necessary to enable you to be registered as the holder of New Ordinary Shares comprising your Firm Participation and your Final Placing Participation or to complete the sale of such New Ordinary Shares on your behalf in the circumstances referred to earlier;

21.          if you are a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, any New Ordinary Shares subscribed for by you in the Firm Placing and 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 which has implemented the Prospectus Directive other than Qualified Investors (for the purposes of the Prospectus Directive), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

22.          you have not been engaged to subscribe for the New Ordinary Shares on behalf of any other person who is not a Qualified Investor (for the purposes of the Prospectus Directive) unless the terms on which you are engaged to enable you to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

23.          you (i) are entitled to acquire the New Ordinary Shares under the law of all relevant jurisdictions; (ii) have fully observed such laws; (iii) have the capacity and authority and are entitled to enter into and perform your obligations as an acquirer of New Ordinary Shares and will honour such obligations; and (iv) have obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix and the Placing Letter) to enable you to enter into the transactions contemplated hereby and to perform your obligations in relation thereto and, in particular, if you are a pension fund or investment company you are aware of and acknowledge you are required to comply with all applicable laws and regulations with respect to your subscription for the New Ordinary Shares;

24.          you are a person of a kind described in Articles 19, 43 and/or 49 of the Order or this Appendix may otherwise be lawfully distributed to you pursuant to another applicable exemption under the Order and that you understand that the information contained in this Appendix is only directed in the United Kingdom at (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Order; (ii) high net worth entities (including companies and unincorporated associations of high net worth and trusts of high value) or other persons falling within Article 49(2)(a) to (d) of the Order; and (iii) persons to whom this Appendix may otherwise be lawfully distributed, and that, accordingly, any investment or investment activity to which this Appendix relates is available only to you as such a person or will be engaged in only with you as such a person;

25.          you are aware of the obligations regarding insider dealing in (i) the Criminal Justice Act 1993; (ii) Articles 17,18 and 19 of the Market Abuse Regulation (EU) No 596/2014; and (iii) the Proceeds of Crime Act 2002 and confirm that you have and will continue to comply with those obligations;

26.          your acknowledgements, confirmations, undertakings, representations, warranties and agreements in this Appendix are given for the benefit of the Company as well as each of the Joint Bookrunners and are irrevocable;

27.          neither the Company nor either of the Joint Bookrunners owes any fiduciary or other duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Firm Placing and the Placing to any Placee in respect of any representations, warranties, undertakings or indemnities in the Sponsor and Placing Agreement or the Announcement or the contents of the terms and conditions contained in this Appendix, the Placing Proof or the Prospectus;

IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 27 (INCLUSIVE), THE STATEMENTS IN PARAGRAPHS 28 AND 29 APPLY IF YOU ARE NOT LOCATED IN THE UNITED STATES.

28.          you are not a person located in the United States and you will acquire the New Ordinary Shares in an "offshore transaction", as defined in Regulation S, conducted in accordance with Regulation S and the New Ordinary Shares were not offered to you by means of "directed selling efforts", as defined in Regulation S;

29.          you are not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for New Ordinary Shares was given and you are not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Ordinary Shares into the United States;

IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 27 (INCLUSIVE), THE STATEMENTS IN PARAGRAPHS 30 TO 41 (INCLUSIVE) APPLY IF YOU ARE LOCATED IN THE UNITED STATES.

30.          you are a QIB within the meaning of Rule 144A ("Rule 144A") under the Securities Act. Further, if you are acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts: (i) each such account is for the benefit of a QIB; (ii) you have investment discretion with respect to each account; and (iii) you have full power and authority to make the representations, warranties, undertakings, agreements and acknowledgments herein on behalf of each such account;

31.          any New Ordinary Shares you acquire will be for your own account (or for the account of a QIB as to which you exercise sole investment discretion and have authority to make the statements contained in this Appendix) for investment purposes, and not with a view to resale or distribution within the meaning of the US securities laws, subject to the understanding that the disposition of your property shall at all times be and remain within your control;

32.          the New Ordinary Shares are being offered in a transaction not involving any public offering in the United States for the purposes of the Securities Act and that the New Ordinary Shares are not being and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

33.          you are an institution which (i) has such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of your investment in the New Ordinary Shares; (ii) you, and any accounts for which you are acting, are able to bear the economic risk, and sustain a complete loss, of such investment in the New Ordinary Shares; and (iii) you are aware and understand that no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of any such investment;

34.          the New Ordinary Shares have not been offered to you by means of any "general solicitation" or "general advertising" (as those terms are defined in Regulation D under the Securities Act) nor by means of any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

35.          you understand that the New Ordinary Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and you agree that for so long as such securities are "restricted securities" (as so defined), they may not be deposited into any unrestricted depositary facility established or maintained by any depositary bank;

36.          as long as the New Ordinary Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, you will not reoffer, resell, pledge or otherwise transfer the New Ordinary Shares, except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S (which, for the avoidance of doubt, includes a sale on the London Stock Exchange) or some other available exemption from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States;

37.          you understand that there may be certain consequences under United States and other tax laws resulting from an investment in the New Ordinary Shares and you have made such investigation and have consulted your own independent advisers or otherwise have satisfied yourselves concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

38.          you understand that, to the extent the New Ordinary Shares are delivered to you in certificated form, the certificate delivered in respect of the New Ordinary Shares will bear a legend substantially to the following effect for so long as the securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act:

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

39.          you understand and acknowledge that the Company shall have no obligation to recognise any offer, sale, pledge or other transfer made other than in compliance with the restrictions on transfer set forth and described herein and that the Company may make notation on its records or give instructions to Capita Asset Services, a trading name of Capita Registrars Limited, as the Company's registrar, and any transfer agent of the New Ordinary Shares in order to implement such restrictions;

40.          you confirm that, to the extent you are purchasing the New Ordinary Shares for the account of one or more other persons, (i) you have been duly authorised to sign the letter of confirmation included in your Placing Letter and make the confirmations, acknowledgements and agreements set forth herein on their behalf: and (ii) the provisions of this Appendix constitute your legal, valid and binding obligations and the legal, valid and binding obligations of any other person for whose account you are acting;

41.          you are not, taking into account your participation in the Firm Placing and the Placing, required to register as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or are a registered broker-dealer under Section 15 of the Exchange Act);

IN ADDITION TO THE STATEMENTS IN PARAGRAPHS 1 TO 29 (INCLUSIVE), THE STATEMENTS IN PARAGRAPHS 42 to 51 (INCLUSIVE) APPLY IF YOU ARE LOCATED IN CANADA.

42.          where required by law, you are purchasing as principal, or are deemed to be purchasing as principal in accordance with applicable securities laws of the province in which you are resident, for your own account and not as agent for the benefit of another person;

43.          you, or any ultimate purchaser for which you are acting as agent, are entitled under applicable Canadian securities laws to purchase the New Ordinary Shares without the benefit of a prospectus qualified under such securities laws and without limiting the generality of the foregoing, are an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") and section 73.3(1) of the Securities Act (Ontario), as applicable, and a "permitted client" as defined in section 1.1 of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103"), and:

(i)             are purchasing the New Ordinary Shares from a dealer registered as an "investment dealer" or "exempt market dealer" as defined under applicable securities laws; or

(ii)            are purchasing the New Ordinary Shares from a dealer permitted to rely on the "international dealer exemption" contained in, and have received the notice from such dealer referred to in section 8.18 of NI 31-103;

44.          you are not a person created or used solely to purchase or hold securities as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45 106 or section 73.3(1) of the Securities Act (Ontario), as applicable;

45.          you acknowledge that the distribution of the New Ordinary Shares in Canada are being made on a private placement basis only and that you will not receive a prospectus that has been prepared in accordance with Canadian securities laws and filed with any securities regulatory authority in Canada;

46.          you acknowledge that any New Ordinary Shares subscribed for are restricted securities in Canada and any resale of the New Ordinary Shares must be made in accordance with applicable Canadian securities laws, which may require such resale to be made in accordance with prospectus and registration requirements or exemptions from the prospectus and registration requirements, that such resale restrictions may apply to resales of the New Ordinary Shares outside of Canada and that the New Ordinary Shares are subject to restrictions on redemptions, withdrawals, assignments, transfers and encumbrances;

47.          if resident in Quebec, by purchasing the securities described herein, you will be deemed to confirm that you have expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only.  En achetant les valeurs mobilières décrites aux présentes, l'acheteur confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement;

48.          if you are an individual investor you acknowledge that the Company may be required to file a report of trade with all applicable securities regulatory authorities in Canada containing personal information about you and, if applicable, any disclosed beneficial purchaser of the New Ordinary Shares and that:

(i)             you have been notified by the Company of such delivery of a report of trade containing the full legal name, residential address, telephone number and email address of each purchaser or disclosed beneficial purchaser, the number and type of securities purchased, the total purchase price paid for such securities, the date of the purchase and specific details of the prospectus exemption relied upon under applicable securities laws to complete such purchase, including how the purchaser or disclosed beneficial purchaser qualifies for such exemption;

(ii)            the foregoing information is collected indirectly by the applicable securities regulatory authority under the authority granted to it for the purposes of the administration and enforcement of securities legislation, whom you may contact for more information regarding the indirect collection of such information; and

(iii)           by completing this certificate, you authorize the indirect collection of this information by each applicable securities regulatory authority and acknowledges that such information is made available to the public under applicable securities legislation;

49.          your name, address, telephone number and other specified information, including the number of New Ordinary Shares you have purchased and the aggregate purchase price paid by you, may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By purchasing the New Ordinary Shares, you consent to the disclosure of such information;

50.          you acknowledge that the directors and officers of the Company are likely to be located outside of Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or those persons.  All or a substantial portion of the assets of the Company and those persons is likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Company or those persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or those persons outside of Canada; and

51.          you acknowledge that you have not been provided with any written offering material including offering memorandum in connection with the purchase of the Placing Shares.

Miscellaneous

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

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

Unless the context otherwise requires, all references to time are to London time. All times and dates in this Announcement are subject to amendment by the Joint Bookrunners in agreement with the Company. The Joint Bookrunners shall notify Placees and any person acting on their behalf of any changes.

The contents of the websites of the Company (including any materials which are hyper-linked to such websites) do not form part of the Announcement or this Appendix and prospective investors should not rely on them.

APPENDIX II - DEFINITIONS

Admission	admission of the New Ordinary Shares (i) to the premium listing segment of the Official List and (ii) to trading on premium segment of the Main Market of the London Stock Exchange
Application Form	the personalised application form which accompanies the Prospectus for Qualifying non-CREST Shareholders for use in connection with the Open Offer
Assura or Company	Assura plc, a public limited company incorporated in England and Wales and registered with number 9349441
Assura Group or Group	the Company together with its subsidiaries and subsidiary undertakings
Aviva	Aviva Commercial Finance Limited
Board	the Directors of the Company
Bookbuild	the bookbuilding process in relation to the Firm Placing and the Placing
Closing Price	the closing, mid-market price of an Existing Ordinary Share on 15 November 2017 (the last business day prior to this announcement) as published by the London Stock Exchange
CREST	the relevant system (as defined in the Regulations) for the paperless settlement of trades and the holding of securities in uncertificated form operated by Euroclear in accordance with the Regulations
Directors	the directors of the Company from time to time, as the context requires, and Director shall be construed accordingly
Disclosure Guidance Rules and the Transparency Rules	the Disclosure Guidance Rules and the Transparency Rules made, in the case Transparency Rules, by the FCA under Part VI of FSMA
EPRA NAV EU Market Abuse Regulation Euroclear	the balance sheet net assets calculated by excluding own shares held and deferred tax the Market Abuse Regulation (EU) No. 596/2014 Euroclear UK & Ireland Limited, the operator of CREST
Excess Application Facility	the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements
Excess Open Offer Entitlements	in respect of each Qualifying CREST Shareholder who has taken up his Open Offer Entitlement in full, the entitlement (in addition to the Open Offer Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling back as will be set out in Prospectus
Excess Shares	Open Offer Shares which may be applied for in addition to Open Offer Entitlements
Excluded Overseas Shareholders	(other than as agreed in writing by the Company and as permitted by applicable law) Shareholders who are resident or otherwise located in any Excluded Territory
Excluded Territory	Australia, Canada, Guernsey, Japan, Jersey, Hong Kong Special Administrative Region of the People's Republic of China, Switzerland and the United States or territories for which the distribution of this announcement and any accompanying documents or the making of the offer to subscribe for New Ordinary Shares pursuant to the Share Issue may constitute a violation of relevant securities laws and "Excluded Territory" shall mean any of them
Existing Ordinary Shares	the 1,830,704,153 existing Ordinary Shares of 10 pence each in nominal value in the capital of the Company as at the date of this announcement
FCA	the Financial Conduct Authority of the United Kingdom Authority
Firm Placee	any person who has agreed to subscribe for Firm Placed Shares pursuant to the Firm Placing
Firm Placed Shares	up to 193,460,489 New Ordinary Shares which the Company is proposing to issue pursuant to the Firm Placing
Firm Placing	the subscription by the Firm Placees for the Firm Placed Shares
FSMA	the Financial Services and Markets Act 2000 as amended
General Meeting	the general meeting of the Company to be convened pursuant to the Notice of General Meeting in order to, amongst other things, pass the Resolution, including any adjournment thereof
Joint Bookrunners	Stifel and J.P. Morgan Cazenove
J.P. Morgan Cazenove	J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), joint bookrunner for the Company
Listing Rules	the Listing Rules made by the FCA under section 73A of FSMA
Loan to Value or LTV London Stock Exchange	has the meaning given to it in Important Information (Non-IFRS/Non-GAAP Financial Information - Net Debt and Loan to Value) in the Prospectus London Stock Exchange plc
New Ordinary Shares	up to 578,947,367 new Ordinary Shares of 10 pence each in nominal value in the capital of the Company to be issued in connection with the Share Issue
Notice of General Meeting	the notice convening the General Meeting set out at the end of the Prospectus
Offer for Subscription	the offer for subscription of New Ordinary Shares at the Offer Price on the terms to be set out in the Prospectus
Offer for Subscription Application Form	the application form included with the Prospectus for use in connection with the Offer for Subscription
Offer Price	57 pence per New Ordinary Share
Official List	the official list maintained by the UK Listing Authority pursuant to Part VI of FSMA
Open Offer	the conditional invitation to Qualifying Shareholders to apply for 332,855,300 New Ordinary Shares at the Offer Price on a pre-emptive basis
Open Offer Entitlement	the pro rata entitlement to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer
Open Offer Shares	the 332,855,300 New Ordinary Shares for which Qualifying Shareholders are being invited to apply at the Offer Price to be issued pursuant to the terms of the Open Offer
Ordinary Shares	ordinary shares of 10 pence each in the capital of the Company
Placing	the conditional placing by Stifel and J.P. Morgan Cazenove of the Placing Shares, subject to clawback pursuant to the Open Offer, on behalf of the Company on the terms and subject to the conditions contained in the Sponsor and Placing Agreement
Placing Terms Agreement	the Placing Terms Agreement to be entered into by the Company, Stifel and J.P. Morgan Cazenove following completion of the Bookbuild in their respective sole discretions
Placing Shares	the 332,855,300 New Ordinary Shares to be conditionally placed pursuant to the terms of the Placing
Placee	any person who has agreed to subscribe for Placing Shares pursuant to the Placing
PRA	the Prudential Regulation Authority of the United Kingdom
Prospectus	the prospectus to be issued by the Company in respect of the Share Issue, together with any supplements or amendments thereto
Prospectus Rules	the Prospectus Rules of the FCA made under Part VI of FSMA
Qualifying CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in uncertificated form
Qualifying non-CREST Shareholders	Qualifying Shareholders holding Ordinary Shares in certificated form
Qualifying Shareholders	holders of Ordinary Shares (other than Excluded Overseas Shareholders) on the Company's register of members on the Record Date
Record Date	the record date for the Open Offer, being close of business on 14 November 2017
Resolution	the resolution to be proposed at the General Meeting, as set out in the Notice of General Meeting
Shareholders	holders of Ordinary Shares
Share Issue	the Firm Placing, Placing and Open Offer and Offer for Subscription
Sponsor and Placing Agreement	the Sponsor and Placing Agreement dated 16 November 2017 in relation to the Share Issue made between Stifel, J.P. Morgan Cazenove and Assura
Stifel	Stifel Nicolaus Europe Limited, sponsor and joint bookrunner for the Company
UK Listing Authority	the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States, U.S., US or USA	the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and any other area subject to its jurisdiction

 

END

 

 

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