Proposed Placing and Acquisition

RNS Number : 4427S

Belvoir Lettings PLC

08 July 2015

 

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

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN BELVOIR LETTINGS PLC IN ANY JUSRISTICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

For Immediate Release                                                                                                                                      8 July 2015

BELVOIR LETTINGS PLC

(the "Company" or "Belvoir") 

Proposed acquisition of Newton Fallowell Limited and Placing of 3,424,000 new Ordinary Shares at 125 pence per share to raise £4.28 million

Posting of Circular to Shareholders and Notice of General Meeting

Belvoir Lettings plc (AIM: BLV), one of the UK's largest lettings franchises, is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Newton Fallowell, a franchise property sales and lettings business based in the East Midlands for a total consideration of up to £6.38 million (the "Acquisition"), and that Cantor Fitzgerald Europe has conditionally placed on behalf of the Company 3,424,000 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") at a placing price of 125 pence per Ordinary Share (the "Placing").  The Placing will raise £4.28 million before expenses and is to a number of new as well as existing institutional investors.

Highlights

·      Initial consideration of £3.9 million in cash (subject to any required adjustments) together with additional earn out consideration not exceeding approximately £2.33 million in cash, determined by EBITDA generated by the Newton Fallowell Group during the period from Completion of the Acquisition to 28 February 2017

·      Initial consideration to be funded by the Placing of 3,424,000 Ordinary Shares raising gross proceeds of £4.28 million (before expenses), at a price of 125 pence per new Ordinary Share to existing and new institutional investors, representing a 5.7 per cent. discount to the closing price of 132.5 pence per Ordinary Share on 7 July 2015

·      The Placing Shares are expected to be admitted to trading on AIM on 29 July 2015

·      Newton Fallowell represents a clear strategic fit with the Belvoir Group

·      First step in becoming multi-brand franchise model, with complementary strengths in lettings and property sales

·      Significantly increases the Group's market presence, adding 31 outlets and providing additional strength and breadth to franchise recruitment offering

·      Established brand with potential for further geographic expansion

·      Expected to be accretive to Belvoir's earnings per share in first full year

·      Belvoir continues to trade positively with managed service fees up 14% on the same period last year

·      A general meeting of the Company (the "General Meeting") is to be held at Buchanan Communications Limited at 107 Cheapside, London EC2V 6DN at 12.00 noon on Tuesday, 28 July 2015

Mike Goddard, Chief Executive, Belvoir commented:

"We are delighted to be announcing the acquisition of Newton Fallowell. This is an exciting milestone in Belvoir's growth, considerably expanding the size of the Group with a fantastic new brand to add to our portfolio.

I'd like to thank our shareholders for their continued support and welcome our new shareholders as we continue to grow the business across the UK."

For further details:

Belvoir Lettings PLC Mike Goddard, Chairman and CEO Louise George, Finance Director	01476 584900 [e-mail]
Cantor Fitzgerald Europe Rick Thompson, David Foreman, Michael Reynolds, Corporate Finance David Banks,  Tessa Sillars, Corporate Broking	0207 894 7000
Buchanan Charles Ryland, Gabriella Clinkard, Robbie Ceiriog-Hughes	0207 466 5000

Background to the Transaction

Information on Newton Fallowell

Newton Fallowell has 31 property sales and lettings branches located across an area of approximately 800 square miles within the East Midlands, a geographical area bordered by Burton on Trent, Boston, Leicester and Retford. The business was established as Newton and Derry in 1999 following the acquisition of the Whitegates Grantham office by Mark Newton and his family. Two more branches followed in 2002 and 2003 in Melton Mowbray and Newark and the first franchised outlet was opened in Oakham in 2004. In 2005 Newton and Derry, then six branches, merged with Fallowells estate agents to form Newton Fallowell. The Newton Fallowell Group now operates from a central office in Grantham and of the 31 property sales and lettings branches, 30 are franchised and one is owned by Newton Fallowell.

Newton Fallowell Group's CEO, Mark Newton, has extensive experience in property sales and lettings. Mark has enjoyed a 30 year career in the sector. He spent 13 years with Black Horse Agencies and was Managing Director of Legal & General Estate Agents Ltd from 1997 to 1999, responsible for 80 owned and 150 franchised branches, before founding Newton Fallowell. Following the Acquisition, Mark has agreed to work within the Enlarged Group until at least 28 February 2017 to support the delivery of forecast growth of the Newton Fallowell Group.

Summary unaudited financial results of the Newton Fallowell Group in the year ended 28 February 2015, together with comparative information for the prior year, are set out below:

Year to 28 February (£'000)	2014	2015
Revenue	1,468	1,768
EBITDA	537	641
Normalised EBITDA	487	654
Normalised EBITDA margin	33.2%	37.0%

Strategic Rationale for the Acquisition and Placing

The Company's strategy is to increase market share and geographical coverage by pursuing acquisition opportunities and by providing partial funding for franchisee-led acquisitions. The Board has identified opportunities to leverage its expertise as a franchisor by investing in other property franchise operations to support a multi-brand model. The Acquisition is in line with this strategy.

The Board considers the Newton Fallowell Group to be a clear strategic fit with Belvoir and believes the Acquisition will provide a number of commercial, operational and financial benefits which are expected to create value for Shareholders. In particular:

•      Newton Fallowell has an established brand and the Acquisition will provide a platform for further geographic expansion of both the Newton Fallowell brand and Belvoir's multi-brand model;

•      the Board does not envisage significant integration costs arising from the Acquisition. The business operations of the Newton Fallowell Group and the Group are complementary and the geographical advantage of the central offices for both operations being based in Grantham will help to successfully assimilate the two businesses;

•      the complementary strengths of property sales within the Newton Fallowell Group and lettings within the Group will enhance the respective market know-how and expertise across both brands for the benefit of franchisees;

•      the Newton Fallowell Group's franchise network will benefit from the support infrastructure of the Belvoir central office team;

•      the Acquisition represents an opportunity to add additional depth and breadth to the Group's service offering to new franchise recruits. The Enlarged Group will be able support a property sales-led or a lettings-led franchise, reflecting the personal strengths and business drivers of individual franchisees; and

•      the Acquisition is expected to be earnings enhancing and improve EBITDA margin in the first full financial year following Completion of the Acquisition.

Details of the Acquisition

On 7 July 2015, the Company entered into the Acquisition Agreements with the Sellers to conditionally acquire the entire issued share capital of Newton Fallowell, for an aggregate sum not exceeding approximately £6.38 million in cash, to be satisfied by the payment of the Initial Consideration on Completion of the Acquisition and by potential further payments of the Earn-Out Consideration.  

Completion of the Main Acquisition Agreement is conditional on Admission taking place (with completion of the Other Acquisition Agreement being conditional upon the Main Acquisition Agreement itself becoming unconditional).  If the condition is not satisfied on or before 30 July 2015 or, if applicable, waived, the Acquisition will not proceed.

Key terms to the Acquisition are:

•      Initial cash consideration of £3.9 million based on February 2015 adjusted EBITDA of £0.64 million

•      Maximum potential earn-out consideration payable of approximately £2.33 million based performance to February 2017:

•      1^st earn-out: Between £0.73 million and £1.46 million based on EBITDA for the year ending 28 February 2016 of between £0.69 million and £0.80 million

•      2^nd earn-out: An amount reflecting the balance of the potential earn-out based on EBITDA for the year ending 28 February 2017 of up to £0.98 million

•      Continuing role for Mark Newton and Andrew Derry during earn-out to ensure improved performance

•      Continuing full time permanent role for two other key directors

Details of the Placing

Cantor Fitzgerald Europe is acting as nominated adviser, broker and placing agent in connection with the Placing.

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being the "Announcement").

Under the terms of the Placing, Cantor Fitzgerald Europe has conditionally placed 3,424,000 Placing Shares at the Placing Price with existing and new investors, raising gross proceeds of approximately £4.28 million.

The Placing Shares will represent approximately 12.5 per cent. of the Enlarged Share Capital.  Following Admission, the Company will have 27,434,417 Ordinary Shares in issue. 

The Placing Price represents a discount of 5.7 per cent. to the Closing Price of 132.5 pence per Ordinary Share on 7 July 2015, being the last dealing day prior to the date of this Announcement.

In connection with the Placing, the Company has entered into the Placing Agreement pursuant to which Cantor Fitzgerald Europe, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten.

The Placing Agreement contains customary warranties given by the Company to Cantor Fitzgerald Europe with respect to the Company's business and customary indemnities given by the Company to Cantor Fitzgerald Europe in respect of liabilities arising out of or in connection with the Placing. Cantor Fitzgerald Europe is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or were misleading and which in any such case is material, or on the occurrence of certain force majeure events.

The Placing (raising gross proceeds of £4.28 million at the Placing Price) is conditional, inter alia, on:

•      the passing of the Resolutions;

•      completion of the Acquisition Agreements (subject only to Admission);

•      the conditions in the Placing Agreement relating to the Placing being satisfied (or, if applicable, waived) and the Placing Agreement not having been terminated in accordance with its terms prior to Admission of the Placing Shares; and

•      Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 29 July 2015 (or such later time and/or date as the Company and Cantor Fitzgerald Europe may agree, but in any event not later than 8.00 a.m. on 7 August 2015).

The Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission of the Placing Shares, and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Related Party Transaction

Hargreave Hale, who hold 2,951,366 Existing Ordinary Shares, representing 12.3 per cent. of the existing issued share capital of the Company, has agreed to subscribe for 236,000 Placing Shares.

Accordingly, Hargreave Hale will be treated as a related party for the purposes of Rule 13 of the AIM Rules in relation to the participation by them (or their associates) in the Placing.

The Directors, having consulted with Cantor Fitzgerald Europe in its capacity as the Company's nominated adviser for the purposes of the AIM Rules, consider that the terms on which Hargreave Hale will subscribe for Placing Shares in the Placing are fair and reasonable insofar as Shareholders are concerned.

Notice of General Meeting and Posting of Circular

The General Meeting of the Company at which the Resolutions are to be proposed is being convened to be held at the offices of Buchanan Communications Ltd at 107 Cheapside, London, EC2V 6DN at 12.00 noon on 28 July 2015. The Circular to Shareholders containing notice of that General Meeting along with details of the Acquisition and the Placing has been to Shareholders on 7 July 2015.  A copy of the Circular is available on the Company's website at http://www.Belvoirlettingsplc.com.

Recommendation of the Board

The Board considers that the passing of the Resolutions is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings of 8,208,632 Ordinary Shares representing approximately 34.18 per cent. of the Company's existing issued Ordinary Shares.

Current Trading of Belvoir Group

The Company continues to trade positively with Managed Serviced Fees ("MSF") up 14% on the prior period last year.

Since the year end in December 2014 the company has recruited one new territory and two re-sales in addition to the assisted franchise acquisition in Bury of a local estate agent in May 2015.

A further update will be provided at the time of Belvoir's Interim results due to be announced on 9 September 2015.

Expected Timetable

Publication of Circular to Shareholders	7 July 2015
Latest time and date for receipt of Forms of Proxy	12.00 noon on 26 July 2015
General Meeting	12.00 noon on 28 July 2015
Admission and commencement of dealings on AIM of the Placing Shares	8.00 a.m. on 29 July 2015
Expected date of Completion of the Acquisition	8.00 a.m. on 29 July 2015
Crediting of CREST accounts with Placing Shares	as soon as possible after 29 July 2015
Despatch of definitive share certificates in respect of Placing Shares to be issued in certified form	by 14 August 2015

The Appendix to this Announcement sets out further information relating to the Placing including the terms and conditions of the Placing.

Note to Editors:

About Belvoir Lettings PLC

Belvoir was founded in February 1995 by Mike and Stephanie Goddard. Its Central Office is in Grantham, Lincolnshire.

Belvoir is recognised as one of the largest specialist lettings agency franchises in the UK, with 162 outlets nationwide. Belvoir was officially awarded the Best Lettings Agency Franchise Gold Award at the 2015, 2014, 2013, 2012 and 2010 Lettings Agency of the Year Awards in association with The Sunday Times & The Times. Belvoir also won the Silver Award in 2011.

Belvoir was voted Best Large Lettings Chain at the Estate & Letting Agent Awards (ESTAs) 2013, and won Silver in 2014. Belvoir has won Brand Builder of the Year at the bfa Franchisor of the Year Awards 2011 and Best Marketing Campaign of the Year at the Franchise Marketing Association (FMA) Awards 2011. Belvoir is a founder member of the SAFE Agent Kitemark scheme, which is fully supported by NALS. SAFE Agent promotes client money protection (CMP) and provides consumers with a clear message on those agents they should do business with.

Belvoir listed on AIM on 21 February 2012.

Definitions

In addition to the terms defined above in this Announcement, the following additional definitions apply throughout this Announcement including its Appendix (unless the context requires otherwise):

"Acquisition Agreements"	the Main Acquisition Agreement and the Other Acquisition Agreement, together relating to the acquisition by the Company from the Sellers of the entire issued share capital of Newton Fallowell;
"Admission"	the effective admission of the Placing Shares to trading on AIM pursuant to the AIM Rules;
"AIM"	AIM, a market operated by London Stock Exchange;
"AIM Rules"	the 'AIM Rules for Companies' published by London Stock Exchange for companies whose shares are traded on AIM, governing the admission to and operation of AIM, as amended from time to time;
"Board" or "Directors"	the directors of the Company at the date of this Announcement;
"Cantor Fitzgerald Europe"	Cantor Fitzgerald Europe, the Company's nominated adviser and broker;
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (i.e. not in CREST);
"Circular"	the circular of the Company posted to Shareholders on 7 July 2015 containing notice of that General Meeting along with details of the Acquisition and the Placing;
"Closing Price"	the closing market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange;
"Completion of the Acquisition"	completion of the Acquisition Agreements in accordance with their terms;
"CREST"	a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;
"Earn-Out Consideration"	payments in aggregate not exceeding £2,329,861 payable in amounts to be determined by reference to the EBITDA performance of the Newton Fallowell Group over the period from Completion of the Acquisition to 28 February 2017;
"EBITDA"	earnings before interest, tax, depreciation and amortisation;
"Enlarged Group"	the Group as enlarged by the Acquisition;
"Enlarged Share Capital"	the number of Ordinary Shares in issue assuming completion of the Placing;
"Euroclear"	Euroclear UK & Ireland Limited;
"Existing Ordinary Shares"	the Ordinary Shares in issue as at the date of this Announcement;
"FCA"	the Financial Conduct Authority;
"Group"	the Company and its subsidiaries as at the date of the Circular;
"Initial Consideration"	£3.9 million (subject to adjustment as provided in the Main Acquisition Agreement) in cash;
"London Stock Exchange"	London Stock Exchange plc;
"Newton Fallowell"	Newton Fallowell Limited, a company registered in England and Wales with company number 5372232;
"Newton Fallowell Group"	Newton Fallowell and its subsidiaries and subsidiary undertakings as at the date of this Announcement;
"Main Acquisition Agreement"	the conditional acquisition agreement dated 7 July 2015 made between the Company and the Main Sellers pursuant to which the Company has agreed, conditional on Admission, to acquire all of the issued share capital of Newton Fallowell owned by the Main Sellers;
"Main Sellers"	Mark Newton, Andrew Ironmonger Derry, David Alexander Newton and David Zak Spackman;
"Other Acquisition Agreement"	the conditional acquisition agreement dated 7 July 2015 made between the Company and the Other Sellers pursuant to which the Company has agreed, conditional on the Main Acquisition Agreement becoming unconditional in all respects, to acquire all of the issued share capital of Newton Fallowell owned by the Other  Sellers;
"Other Sellers"	Peter Kasimir Bruning and Berkeley, Burke Trustee Company Limited, Paula Collins, Gary James Hartley and Martin Rapley and Hornbuckle Mitchell Trustees Limited;
"Placing Agreement"	the agreement dated 7 July 2015 between the Company and Cantor Fitzgerald Europe in relation to the Placing, further details of which are set out in section 5 of the letter from the Chairman of the Company contained in the Circular;
"Placing Price"	125 pence per Placing Share
"Placing Shares"	3,424,000 new Ordinary Shares, to be allotted and issued pursuant to the Placing subject to, amongst other things, the passing of the Resolutions at the General Meeting and Admission;
"Resolutions"	the resolutions set out in the Notice of General Meeting at the end of the Circular;
"Sellers"	the Main Sellers and the Other Sellers;
"Shareholders"	persons who are registered holders of Ordinary Shares from time to time;
"uncertificated" or "uncertificated form"	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland; and
"£"	Sterling, the lawful currency of the United Kingdom.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

TERMS AND CONDITIONS OF THE PLACING

FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION

The information contained herein is restricted and is not for publication, release or distribution in or into the United States, Canada, Australia, Japan, Singapore, the Republic of South Africa, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of any subscription for Placing Shares.

These Terms and Conditions (the "Terms and Conditions") do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction (all such persons being "Relevant Persons").  In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in the United States, Canada, Australia, Japan, Singapore or the Republic of South Africa, subject to certain limited exemptions.

Members of the public are not eligible to take part in the Placing and each Placee agrees and warrants that it is not acquiring Placing Shares on behalf of members of the public or its Retail clients (as that term is defined in the Rules of the FCA), save where the Placee does so on a fully discretionary basis and without reference to any such Retail clients. In the UK, the Terms and Conditions are directed only at persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses and who have professional experience in matters relating to investments falling within the definition of 'investment professionals' in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or are high net worth body corporates, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49 of the Order or to whom it may otherwise lawfully be communicated.

The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any other securities legislation of any state of the United States or registered or qualified under the applicable securities laws of any province of Canada or Australia, Japan, Singapore or the Republic of South Africa. Accordingly, the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, within the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa or offered or sold to, or for the account or benefit of, US persons (as defined in Regulation S of the Securities Act ("Regulation S") ("US Person")) or a national, citizen or resident of any province of Canada or Australia, Japan, Singapore or the Republic of South Africa. The Placing Shares are being offered and sold outside the United States to persons who are not US Persons in transactions complying with Regulation S, which provides an exemption from the requirement to register the offer and sale under the Securities Act. In certain cases, the Placing Shares may be offered and sold in the United States, but only in private placements to Accredited Investors (within the meaning of Regulation D of the Securities Act ("Regulation D")) in transactions complying with Rule 506 of Regulation D, which provides an exemption from the requirement to register the offer and sale under the Securities Act.

These Terms and Conditions apply to any person who offers to subscribe for Placing Shares in the Placing.  Each person (a "Placee") to whom these Terms and Conditions apply, as described above, who confirms his agreement, whether by telephone or otherwise, with Cantor Fitzgerald Europe to subscribe for Placing Shares in the Placing, hereby agrees with Cantor Fitzgerald Europe to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired in the Placing.

Capitalised terms not otherwise defined in this Appendix are as defined in the Announcement relating to the Placing of which this Appendix forms a part.

The Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Terms and Conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights and obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor Fitzgerald Europe, in accordance with all relevant requirements.

Terms of the Placing

Each Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed orally with Cantor Fitzgerald Europe and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this Appendix, to subscribe and pay for the relevant number of Placing Shares (the "Placing Participation") at the Placing Price of 125 pence per share. Such commitment is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with Cantor Fitzgerald Europe acting in its capacity as agent of the Company and are therefore directly enforceable by the Company.

After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a confirmatory email stating the number of Placing Shares allocated to it at the Placing Price, the total subscription amount payable to Cantor Fitzgerald Europe and including settlement instructions (the "Confirmation Note").

Each Placee will be deemed to have read this Appendix in its entirety. Cantor Fitzgerald Europe is acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Placing and to the fullest extent permitted by law and applicable FCA rules, neither Cantor Fitzgerald Europe nor any of its affiliates will have any liability, obligation or duty to Placees or to any person other than the Company in respect of the Placing.

The Placing Shares will rank pari passu in all respects and form one class with the existing Ordinary Shares of the Company in issue on Admission, including the right to receive dividends or other distributions, if any.

Application for Admission

Application will be made to London Stock Exchange plc for Admission of the Placing Shares to trading on AIM. It is anticipated that Admission of the Placing Shares to AIM will become effective at 8.00 a.m. on 29 July 2015 and that dealings in the Placing Shares will commence at that time and date for normal account settlement.

Placing Participations conditional

Placing Participations are in all respects conditional upon:-

(i)         the Placing Agreement entered into between Cantor Fitzgerald Europe and the Company relating to the placing of the Placing Shares becoming unconditional in all respects and not having been terminated in accordance with its terms; and

(ii)       Admission having become effective,

in each case by 8.00 a.m. on 29 July 2015 (or such later time and/or date as the Company and Cantor Fitzgerald Europe agree, but in any event being no later than 8.00 a.m. on 7 August 2015 (the "Long Stop Date")).

Placing Agreement

Pursuant to the Placing Agreement, Cantor Fitzgerald Europe has agreed on behalf of and as agent of the Company, to use its reasonable endeavours to procure persons who will subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not underwritten.

Conditions of the Placing

Cantor Fitzgerald Europe's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:-

(a)        the passing of the Resolutions (without amendment) at the General Meeting;

(b)        none of the warranties or undertakings contained in the Placing Agreement being untrue, inaccurate or misleading in any material respect at any time before Admission and no fact or circumstance having occurred or arisen which would constitute a material breach of any of the warranties or undertakings on the part of the Company contained in the Placing Agreement;

(c)        there having been no breach of any of the warranties, representations or undertakings given by the Sellers in the Acquisition Agreements which gives or has given the Company the right to rescind the Acquisition Agreements (whether or not the Company does so rescind for such breach);

(d)        all the conditions to completion of the Acquisition Agreements having been satisfied or fulfilled in accordance with their terms, the Acquisition Agreements not having been rescinded by the Company or the Sellers and the Acquisition Agreements having been completed (subject only to Admission);

(e)        the Placing Shares having been allotted, subject only to Admission, in accordance with the Placing Agreement;

(f)         Admission taking place not later than 8.00 a.m. on 29 July 2015 or such later date as the Company and Cantor Fitzgerald Europe may otherwise agree (but not being later than 8.00 a.m. on the Long Stop Date).

The Placing Agreement contains, inter alia, certain warranties and indemnities from the Company for the benefit of Cantor Fitzgerald Europe.

Right to terminate under the Placing Agreement

Cantor Fitzgerald Europe may, in its absolute discretion, terminate the Placing Agreement (i) if any of the warranties given by the Company to Cantor Fitzgerald Europe in the Placing Agreement (a) was not true or accurate or was misleading at the date of the Placing Agreement (b) would not be true and accurate, or would be misleading, if they were to be repeated at any time prior to Admission (by reference to the facts and circumstances in each case then existing), in the case of each of (a) and (b) in a respect which Cantor Fitzgerald considers to be material in the context of the Placing, (ii) in the event of the failure of the Company to comply with its obligations under the Placing Agreement (iii) in the event of the occurrence (in the sole judgement of Cantor Fitzgerald) a material adverse change in the financial or trading position or prospects of the Company and the Group as a whole; or (iv) in the event of the occurrence of a 'force majeure' event which, in the opinion of Cantor Fitzgerald, is likely to have a materially prejudicial effect on the Placing or make it impracticable or inadvisable to proceed with the Placing. The exercise by Cantor Fitzgerald Europe of any right of termination (or any right of waiver exercisable by Cantor Fitzgerald Europe) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of the Cantor Fitzgerald Europe and Cantor Fitzgerald Europe will not have any liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.

By accepting the Placing Shares referred to in the Announcement to which this Appendix is annexed, each Placee agrees that, without having any liability to such Placee, Cantor Fitzgerald Europe may, in its absolute discretion, exercise the right, (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date), (ii) to waive, in whole or in part, fulfilment of certain of the conditions; or (iii) to terminate the Placing Agreement, in each case without consulting Placees (or any of them).

If (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to Cantor Fitzgerald Europe or the Company pursuant to the Placing and this Appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B4QY1P51) following Admission will take place within CREST (subject to certain exceptions). If a Placee wishes to receive its Placing Shares in certificated form, it should contact Kellyann Leeds at Cantor Fitzgerald Europe ([phone]) as soon as possible after receipt of its Confirmation Note. Cantor Fitzgerald Europe reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will be on 29 July 2015 in accordance with the instructions set out in the Confirmation Note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 3 percentage points above The Royal Bank of Scotland plc's base rate, with interest compounded on a daily basis.

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Confirmation Note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Notwithstanding the foregoing, any Placing Shares held in certificated form by a person in the United States or a US Person who (i) acquired such Placing Shares in the US (the "Regulation D Placing"), (ii) acquired such Placing Shares from a US Person who acquired such Placing Shares in the Regulation D Placing, or (iii) is otherwise connected by an unbroken series of purchasers in the US to a US Person who acquired such Placing Shares in the Regulation D Placing, will bear a legend containing notice of transfer restrictions. In addition, in order for such Placing Shares to be eligible for dematerialisation into CREST, the holder of the legended share certificate would be required to send the certificate to the Registrar. The Registrar would require a legal opinion from the Company as to the status of the certificate holder and making representations regarding compliance with United States securities laws.

Notwithstanding the foregoing, in connection with sales of Placing Shares to Placees outside the United States who are not US Persons, any offer or sale of such Placing Shares within the United States or to a US Person within 40 days after the closing of the Placing, may violate the registration requirements of the Securities Act. Placees will be restricted from selling, or offering to sell or deliver Placing Shares to, or for the account of or benefit of, US Persons until 40 days after the later of the commencement of the Placing or the date on which such Placing Shares were originally issued.

Further Terms, Confirmations and Warranties

By accepting the Placing Participation referred to in the Confirmation Note, each Placee makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Cantor Fitzgerald Europe and the Company and their respective directors, agents and advisers:

1               each Placee represents and warrants that it has read and understood this Announcement (including this Appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this Appendix;

2               each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this Appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances;

3               each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than the Announcement), any information given or any representations, warranties agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, Cantor Fitzgerald Europe or by any subsidiary, holding company, branch or associate of the Company, Cantor Fitzgerald Europe, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this Appendix and it will not be relying on any agreements by the Company and its subsidiaries or Cantor Fitzgerald Europe or any director, employee or agent of the Company, Cantor Fitzgerald Europe other than as expressly set out in this Appendix for which none of Cantor Fitzgerald Europe or any of their directors and/or employees and/or person(s) acting on behalf of any of them shall to the maximum extent permitted under law have any liability except in the case of fraud;

4               each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;

5               each Placee confirms, represents and warrants, if a company, that it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing Participation;

6               each Placee agrees that the exercise by Cantor Fitzgerald Europe of any right of termination or any right of waiver exercisable by Cantor Fitzgerald Europe contained in the Placing Agreement or the exercise of any discretion including (without limitation) the right not to enter into the Placing Agreement is within the absolute discretion of Cantor Fitzgerald Europe and Cantor Fitzgerald Europe will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

7               each Placee acknowledges and agrees that Cantor Fitzgerald Europe is not acting for, and that it does not expect Cantor Fitzgerald Europe to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Cantor Fitzgerald Europe under the FCA's Conduct of Business Source Book or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of Cantor Fitzgerald Europe as defined by the FCA's Conduct of Business Source Book in connection with the Placing. Likewise, Cantor Fitzgerald Europe will not treat any payment by such Placee pursuant to its Placing Participation as Client Money governed by the FCA's Client Assets Sourcebook;

8               each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in its Placing Participation and that neither Cantor Fitzgerald Europe nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in such Placee's Placing Participation;

9               each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for or acquire the Placing Shares comprised in such Placee's Placing Participation and that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by such Placee in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

10             each Placee acknowledges and agrees that the agreement confirmed by the Confirmation Note is a legally binding contract between it and the Company and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;

11             each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Confirmation Note (or as separately agreed with Cantor Fitzgerald Europe in the case of certificated settlement) and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;

12             each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;

13             each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in or into the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa or offered or sold to, or for the account or benefit of, a national, citizen or resident of the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;

14             each Placee acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian, Singapore or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia, Singapore or the Republic of South Africa or their respective territories and possessions, subject to limited exemptions, and in the case of the United States, pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with United States securities laws;

15             each Placee represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its Placing Participation, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Cantor Fitzgerald Europe, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;

16             each Placee represents and warrants that its subscription for Placing Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of Cantor Fitzgerald Europe or the Company;

17             each Placee represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue by the Company of any Placing Shares.

18             each Placee warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986;

19             each Placee confirms that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and Part VIII of the Financial Services and Markets Act 2000 (as amended), it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to those Regulations;

20             each Placee acknowledges and agrees that all times and dates in this Announcement and the Terms and Conditions set out in this Appendix, may be subject to amendment and that Cantor Fitzgerald Europe will notify it of any such amendments;

21             each Placee acknowledges and agrees that no term of the agreement confirmed by the Confirmation Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than Cantor Fitzgerald Europe or any affiliate of Cantor Fitzgerald Europe or any Indemnified Person (as hereinafter defined);

22             each Placee acknowledges that any of its monies held or received by Cantor Fitzgerald Europe will not be subject to the protections conferred by the FCA's Client Money Rules;

23.            each Placee warrants that none of the monies being invested in the Company by it are Relevant Funding and for which purpose "Relevant Funding" means:-

23..1.1     any aid, investment, grant or loan which was received by the recipient pursuant to a measure approved by the European Commission as compatible with Article 107 of the Treaty on the Functioning of the European Union in accordance with the principles laid down in the Community Guidelines on Risk Capital Investments in Small and Medium-sized Enterprises (as those guidelines may be amended or replaced from time to time); and

23.1.2      any funding received pursuant to an investment, loan or grant from any investor who:-

(a)    is a 'venture capital trust' (as defined in Part 6 of the Income Tax Act 2007); or

(b)    has claimed, or is intending to claim, tax relief on that investment under the Seed Enterprise Investment Scheme (under Part 5A of the Income Tax Act 2007) or the Enterprise Investment Scheme (under Part 5 of the Income Tax Act 2007);

24             each Placee confirms that it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold or otherwise transferred in the United States or to, or for the account or benefit of, US Persons except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and, in connection with any such transfer, the Company will have the right to obtain, as a condition to transfer, a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required along with appropriate certifications by the transferee as to the 'Accredited Investor' status and/or other appropriate matters;

25             each Placee confirms that it has not distributed, forwarded, transferred or otherwise transmitted this Announcement or any other presentation or offering materials concerning the Placing Shares within the United States or to any US Person, nor will it do any of the foregoing. Such Placee further confirms that it understands that the information in this Announcement, including financial information, may be materially different from any disclosure that would be provided in a US offering;

26             if it is not subscribing for the Placing Shares in the United States, each Placee agrees, represents, warrants and undertakes as follows:-

26.1          it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S;

262         it is not a US Person and is not acquiring the Placing Shares for the account or benefit of a US Person;

26.3          it will not offer or sell the Placing Shares in the United States or to US Persons absent registration or an exemption from registration under the Securities Act;

26.4          it will not offer or sell the Placing Shares to a US Person or for the account or benefit of a US Person until 40 days after the later of the commencement of the Placing or the date on which such Placing Shares were originally issued unless pursuant to an available exemption from the registration requirements of the Securities Act. Such Placee will send to each distributor (as defined in Section 2(a)(12) of the Securities Act) or person receiving a selling concession, fee or other remuneration in respect of the securities sold, prior to the expiration of a 40-day distribution compliance period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor;

26.5          it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S;

26.6          if it offers or sells the Placing Shares prior to the 40-day compliance period, such offer or sale shall be made only in accordance with the provisions of Rule 903 or 904 under the Securities Act, pursuant to registration of the Placing Shares under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act;

26.7          it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States;

26.8          it will inform each purchaser who purchases the Placing Shares from it of the transfer restrictions stated herein and that if in the future such purchaser decides to offer, resell, pledge, or otherwise transfer such Placing Shares, any offer, resale or transfer must be made in compliance with the Securities Act;

26.9          it is not a 'Plan' (which term includes (a) employee benefit plans that are subject to Section 406 of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), (b) plans, individual retirement accounts and other arrangements that are subject to provisions under applicable US federal, state, local or other laws or regulations that are substantially similar to Section 406 of the ERISA or Section 4975 of the Code ("Similar Laws") and (c) entities the underlying assets of which are considered to include " plan assets" of such plans, accounts and arrangements) and is not purchasing the Placing Shares on behalf of, or with the 'plan assets' of, any Plan;

27.            if it is subscribing for the Placing Shares in the United Kingdom, each Placee is a person falling within the exemption contained in Section 86(1)(a) of the Financial Services and Markets Act 2000 (as amended) or falling within one or more of the categories of persons set out in Article 19 (Investment Professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Order;

28.            if it is subscribing for the Placing Shares in a Regulation D Placing, each Placee agrees, represents, warrants and undertakes as follows:-

28.1          it is an 'Accredited Investor' as defined in Rule 501(a) of Regulation D promulgated under the Securities Act;

28.2          it is not a 'Plan' (within the meaning of paragraph 25.9 above  and is not purchasing the Placing Shares on behalf of, or with the "plan assets" of, any such Plan;

28.3          agrees that the Company may require a certification from it in support of any transfer, in form and substance satisfactory to the Company, and agrees that the Company, the registrar, CREST or any transfer agent may reasonably require additional evidence or documentation supporting compliance with applicable securities laws, and prior to any sale or transfer, the Company may require the delivery of such certifications, notifications, agreements and warranties and legal opinions of duly qualified counsel as it may reasonably require (including but not limited to the transferees that are not US Persons) to confirm that the proposed sale or other transfer complies with the foregoing restrictions;

28.4          acknowledges that the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under the US securities laws, and to require any such person that has not satisfied the Company that such person is holding appropriately under the US securities laws to transfer such Placing Shares or interests therein immediately to the Company, or a person nominated by the Company;

28.5          if it is acquiring the Placing Shares for the account of one or more other persons, it has sole investment discretion with respect to each such account and has full power and authority to make the confirmations, acknowledgements, warranties and undertakings herein on behalf of each such account;

28.6          is subscribing for the Placing Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate the Securities Act or otherwise cause the Company's assets to become subject to ERISA;

28.7          understands and acknowledges that neither the Company nor any of its respective affiliates, makes any representation as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

28.8          agrees that the Placing Shares are 'restricted securities' for US securities law purposes which may not be deposited into any unrestricted depositary facility established or maintained by a depositary bank. As such, such Placee agrees not to offer or sell the Placing Shares to any person other than in compliance with the following restrictions which apply to all such Placee's Placing Shares and which shall be affixed in the form of a legend to any certificates of Placing Shares:-

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT (AND IS NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED STATES); (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT, IN THE CASES OF CLAUSES (A), (B) AND (C), TO THE RIGHT OF THE ISSUER TO OBTAIN, IF THE ISSUER SO REQUESTS, AN OPINION, IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE ISSUER AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE, WHICH PROVIDES THAT SUCH OFFER, SALE, PLEDGE, HEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE DEMATERIALISED INTO CREST OR ANY OTHER PAPERLESS SYSTEM UNLESS THE PARTY REQUESTING SUCH DEMATERIALISATION FIRST OBTAINS A LETTER FROM THE TRANSFEREE STATING THAT SUCH TRANSFEREE IS NOT A US PERSON (AND IS NOT ACTING IN A PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED STATES) OR MAKES SUCH OTHER REPRESENTATIONS REQUESTED BY THE ISSUER."

Such Placee agrees, on its own behalf and on behalf of any accounts for which the Placee is acting, that, if the Placee should offer, resell, pledge or otherwise transfer any Placing Shares issued in the Regulation D Placing (the "Regulation D Placing Shares"), it will do so only (i) in an offshore transaction meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act (and not in a prearranged transaction resulting in the resale of such Regulation D Placing Shares into the US), (ii) in a transaction meeting the requirements of Rule 144 under the Securities Act, (iii) in accordance with another exemption from the registration requirements of the Securities Act, or (iv) pursuant to an effective registration statement under the Securities Act, provided that the Placee notify the Company of such proposed transaction and that the Placee intends to make such sale in accordance with the terms of this paragraph, and that such offer, resale, pledge or transfer must, and will, be made in accordance with any applicable securities laws of any US state or other jurisdiction of the United States. The Placee understands and acknowledges that any offer, resale, pledge or transfer made other than in compliance with the restrictions contained in this paragraph may not be recognised by the Company;

28.9          the Regulation D Placing Shares shall only be eligible for settlement through CREST if approved by the Company, and, if requested by the Company, the purchaser provides a signed letter addressed to the Company, containing certain representations regarding compliance with US securities laws;

28.10       it has not purchased the Regulation D Placing Shares as a result of 'general solicitation' or 'general advertising' (within the meaning of Rule 502(c) under the Securities Act), including advertisements, articles, research reports, notices or other communications published in any newspaper, magazine, on a website or in or on any similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

28.11       it will inform each purchaser who purchases the Regulation D Placing Shares from it of the transfer restrictions stated herein and that if in the future such purchaser of the Regulation D Placing Shares decides to offer, resell, pledge, or otherwise transfer such Placing Shares, any offer, resale or transfer must be made in compliance with the Securities Act.

29.          each Placee confirms that, in making the investment decision with respect to the Placing Shares, it has:-

29.1         not relied on the Company or any of its respective affiliates;

29.2          the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

29.3          such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares; and

29.4          investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and any subsequent disposal of the Placing Shares;

30.            each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Cantor Fitzgerald Europe in connection with the Placing and that neither Cantor Fitzgerald Europe nor any of its affiliates nor any of their respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;

31.            each Placee acknowledges that the Company, Cantor Fitzgerald Europe, CREST, the registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company and Cantor Fitzgerald Europe promptly in writing if any of its warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless the Company, Cantor Fitzgerald Europe and any of their respective officers, directors, agents, employees or advisers (the "Indemnified Persons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company or Cantor Fitzgerald Europe. Such Placee irrevocably authorises each of the Company, and Cantor Fitzgerald Europe to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; and

32.            each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Cantor Fitzgerald Europe may in its sole discretion determine and without liability to such Placee and such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf.

CREST and certificated Placing Shares

Placing Shares, once issued, will be admitted to CREST with effect from Admission. Placees will receive Placing Shares comprised in their Placing Participation in uncertificated form registered in their CREST member account. Alternatively, those Placees who wish to receive their Placing Shares in certificated form should contact Kellyann Leeds at Cantor Fitzgerald Europe ([phone]) and are expected to receive their certificates for their Placing Shares by no later than 14 August 2015. If Placees do not provide any CREST details or if Placees provide insufficient CREST details to match within the CREST system to their details, Cantor Fitzgerald Europe may, at its discretion, deliver Placing Shares comprised in any such Placee's Placing Participation in certificated form provided payment has been made in terms satisfactory to Cantor Fitzgerald Europe and all conditions in relation to the Placing have been satisfied or waived.

Responsibility

The Terms and Conditions set out in this Appendix and the Announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company.

 

END

 

 

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