Proposed Placing and Subscription

RNS Number : 3372J

NetScientific PLC

29 March 2018

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT

THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 March 2018

NetScientific plc

Proposed Placing and Subscription to raise £5.0 million (before expenses) and proposed Additional Fundraising to raise up to approximately £1.0 million (before expenses)

Proposed waiver of Rule 9 of the Takeover Code

and

Notice of General Meeting

NetScientific plc (AIM:NSCI) (the "Company"), the transatlantic healthcare IP commercialisation group, announces a conditional Placing and Subscription to raise £5.0 million (before expenses) and an Additional Fundraising targeted to raise up to approximately £1.0 million (before expenses).

The Directors propose to use the majority of the net proceeds of the Placing, Subscription and any Additional Fundraising (together, the "Proposals"):

· principally to continue the acceleration of the development of its actively managed Portfolio Companies to seek to meet the funding requirements needed to take the Portfolio Companies further towards commercialisation, progress towards the completion of external series A fundraisings and, ultimately, potential exit opportunities;

· to explore potential transformational acquisition opportunities for the Company with a view to gaining critical mass in the IP commercialisation sector, gaining access to new shareholders and adding additional investments to its current portfolio; and

· for general corporate purposes.

If the Proposals do not proceed and additional financing does not become available to the Company, the Board is of the opinion that the Group will only have sufficient finances to fund its business, based on the Board's current plans, until the end of June 2018.

The Proposals are conditional (amongst other things) upon the passing of Resolutions by the Shareholders or Independent Shareholders (as applicable) at the General Meeting.

A circular setting out (amongst other things) further details on the Proposals and the Resolutions (including the Whitewash Resolution) to be proposed at the General Meeting (the "Circular") is expected to be posted to shareholders today and in any event no later than 3 April 2018. Admission is expected to occur no later than 8.00 a.m. on Tuesday 17 April 2018 (or such later date as the Company, Stifel and Liberum may agree, provided that such date shall not extend beyond 8.00 a.m. on Thursday 31 May 2018).

Notice of the General Meeting of the Company, to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG at 10.00 a.m. on Monday 16 April 2018, is set out at the end of the Circular

The Company has today separately released its preliminary results for the year ended 31 December 2017. For this period the Company is reporting audited revenues of £0.4 million and an after tax loss of (£9.4) million. Cash on the balance sheet as at 31 December 2017 was £6.9 million.

Details of the Proposals

· Placing and Subscription - Proposing to issue an aggregate of 9,523,809 New Ordinary Shares to raise £5.0 million (before expenses) by way of: (i) a Placing by Stifel and Liberum with existing and new institutional investors at the Issue Price and a (ii) a Subscription by certain other investors at the Issue Price.

· Additional Fundraising - The Company is targeting a maximum further raise of up to £1.0 million (before expenses) by way of an Additional Fundraising of up to 1,904,761 New Ordinary Shares at the Issue Price. The Additional Fundraising will be by way of a private placing or subscription at the discretion of the Directors, and is not open to the public.

· Issue Price - The Issue Price per New Ordinary Share represents the closing middle market share price of 52.5 pence of the Company's Ordinary Shares on 28 March 2018, being the Last Practicable Date.

· Notice of General Meeting - The Company does not have sufficient authority in place to allot all of the New Ordinary Shares to be issued in accordance with the Proposals on a non-pre-emptive basis. Accordingly Shareholder approval is required which will be sought at the General Meeting.

· Rule 9 Waiver - Woodford has agreed to subscribe for 5,714,285 Placing Shares, which would result in Woodford owning more than its current holding of 45.01 per cent. of the total voting rights of the Company immediately following completion of the Proposals, which, without a Whitewash, would oblige Woodford to make a general offer to the Shareholders of the Company under Rule 9 of the Takeover Code. The Panel has agreed to such a waiver, subject to the Whitewash Resolution being approved at the General Meeting by the requisite majority of Independent Shareholders. Such approval will be sought at the General Meeting.

· Recommendation - The Directors unanimously recommend Shareholders to vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings in the Company.

· Underwriting - The Proposals are not being underwritten.

Francois R. Martelet, M.D., Chief Executive Officer of NetScientific, said:

"We are aiming to become a significant force in IP commercialisation with a focus on disruptive technologies in digital healthcare, diagnostics and therapeutics. In recent months several of our portfolio companies have reached the commercialisation stage, and we are hoping to move the remaining ones in our portfolio towards commercialisation in the next 18-24 months.

"The additional finance we have raised today will allow us to continue to advance development of investment into our portfolio of companies to provide support at this critical time. We are expecting further consolidation in the IP commercialisation sector, and expect to be a significant player in this process.

"NetScientific's mission is to deliver value to shareholders by supporting life-changing innovation. I would like to personally thank our existing investors for their continued support for this sector, and we look forward to the next stage of our journey."

For more information, please contact:

NetScientific plc

François R. Martelet, M.D., CEO

Ian Postlethwaite, CFO

Legal identification number: 213800N5WD46G1Y7I458

Tel: +44 (0)20 3514 1800

Consilium Strategic Communications

Mary-Jane Elliott/Jessica Hodgson

Chris Welsh/Laura Thornton

Tel: +44 (0)20 3709 5700

netscientific@consilium-comms.com

Stifel Nicolaus Europe Limited (NOMAD and Bookrunner)

Jonathan Senior/David Arch/Ben Maddison

Tel: +44 (0) 20 7710 7600

Liberum Capital Limited (Placing Agent)

David Parsons/Christopher Britton/Bidhi Bhoma/Euan Brown

Tel: +44 (0)20 3709 5700

Important Notices

This announcement is issued by and is the sole responsibility of the Company.

This announcement (including the appendix) and the information contained herein is restricted and not for release, publication or distribution in whole or in part in, into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy, New Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. In particular, this announcement must not be taken, transmitted, distributed or sent, directly or indirectly, in or into, the United States, Canada, Australia, Japan or the Republic of South Africa, to any national, resident or citizen of such countries or to a US person.

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended, 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 the United States or to, or for the account or benefit of, a US person absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no offering of New Ordinary Shares in the United States.

The Company has not been and will not be registered under the Investment Company Act and investors will not be entitled to the benefits of that act. No offer, purchase, sale or transfer of the Ordinary Shares may be made except in circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act.

The New Ordinary Shares will only be available to qualified investors for the purposes of the Prospectus Rules or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA. The Proposals do not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this announcement does not constitute a prospectus for the purposes of the Prospectus Rules and has not been pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition this announcement does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

This announcement does not constitute an issue prospectus within the meaning of, nor have they been prepared without regard to, the disclosure standards for issue prospectuses under article 652a or article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under article 27 ff. of the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

The New Ordinary Shares will not be listed on the SIX Swiss Exchange Ltd. or on any other stock exchange or regulated trading facility in Switzerland. The New Ordinary Shares may only be distributed to qualified investors in accordance with the Swiss Federal Act on Collective Investment Schemes and its implementing ordinances and the applicable guidelines of the Swiss Financial Market Supervisory Authority ("FINMA") and will not be distributed to non-qualified investors in or from Switzerland. Neither this announcement nor any other materials relating to the Company will be made available to non-qualified investors for distribution in or from Switzerland.

Neither this announcement, nor any other offering or marketing material relating to the Placing and the Subscription, nor the Company nor the New Ordinary Shares have been or will be filed with, registered or approved by FINMA or any other Swiss regulatory authority. In particular, the Company has not been authorised, and will not seek authorisation from FINMA for distribution to non-qualified investors in or from Switzerland.

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

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in accordance with the Proposals must be made solely on the basis of publicly available information, which has not been independently verified.

This announcement contains (or may contain) certain forward-looking statements with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. No forward-looking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. Such forward-looking statements may use words such as "aim", "anticipate", "target", "expect", "estimate", "plan", "goal", "believe", "will", "may", "should", and other words having a similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in consumer habits and other factors outside the control of the Company, that may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements contained in this announcement are based upon information available to the Directors at the date of this announcement and the posting or receipt of the document does not give rise to any implication that there has been no change in the facts set out herein since that date.

Any indication in this announcement of the price at which the Ordinary Shares have been subscribed for, or bought or sold, in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The New Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the New Ordinary Shares.

The Existing Ordinary Shares are currently admitted to trading on AIM. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected, subject to matters including the passing of the Resolutions at the General Meeting, that Admission will become effective, and dealings for normal settlement in the New Ordinary Shares will commence, at 8.00 a.m. on Tuesday 17 April 2018. The New Ordinary Shares will not be admitted to trading on any other investment exchange. The New Ordinary Shares will, on their admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority (being the FCA acting as competent authority for the purposes of Part V of FSMA) ("UKLA"). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UKLA has examined or approved the contents of this announcement. The AIM Rules for Companies are less demanding than those of the Official List of the UKLA. It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the New Ordinary Shares to the Official List of the UKLA.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Proposals. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. 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.

A copy of this announcement will be available on the Company's website at www.netscientific.net. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Stifel Nicolaus Europe Limited ("Stifel") is authorised and regulated by the FCA in the United Kingdom and is acting exclusively as nominated adviser and bookrunner to the Company (for the purposes of the AIM Rules for Companies) and no one else in connection with Admission, the Placing (and any Additional Fundraising Shares placed through it) and the matters set out in this announcement. Stifel will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Stifel nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any recipient of this announcement, no liability is accepted by Stifel for the accuracy of any information or opinions contained in this announcement or for omissions of any material information for which it is not responsible. Stifel is not making any representation or warranty, express or implied, as to the contents of this announcement. The responsibilities of Stifel as the Company's nominated adviser and bookrunner solely for the purposes of the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any Director or to any other person in respect of his decision to invest in the Company in reliance on any parts of this announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no other person in connection with the Placing (and any Additional Fundraising Shares placed through it) as a placing agent. Liberum will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Liberum nor for providing advice in relation to the transactions and arrangements detailed in this announcement for which the Company and the Directors are solely responsible and, without limiting the statutory rights of any person to whom this announcement is issued, no liability is accepted by Liberum for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible. Liberum is not making any representation or warranty, express or implied, as to the contents of this announcement.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Proposals	Thursday 29 March 2018
Publication and posting of the Circular and Form of Proxy	Thursday 29 March 2018
Additional Fundraising Close	8.00 a.m. on Wednesday 11 April 2018
Latest time and date for receipt of completed Forms of Proxy or CREST Proxy Instructions (as applicable) to be valid at the General Meeting	10.00 a.m. on Thursday 12 April 2018
General Meeting	10.00 a.m. on Monday 16 April 2018
Admission and commencement of dealings in the New Ordinary Shares	8.00 a.m. on Tuesday 17 April 2018
New Ordinary Shares credited to CREST members' accounts (where applicable)	Tuesday 17 April 2018
Despatch of definitive share certificates for the New Ordinary Shares in certificated form (where applicable)	within 10 days of Admission

1. The dates and times given in this announcement are based on the Company's current expectations and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

2. Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting.

3. All references are to London time unless stated otherwise.

LETTER FROM THE CHAIRMAN

(EXTRACTED FROM THE CIRCULAR)

Placing, Subscription and Additional Fundraising of up to 11,428,570 New Ordinary Shares at 52.5 pence per share, approval of a waiver of Rule 9 of the Takeover Code and Notice of General Meeting

1. Introduction

1.1 The Company announced today that it was proposing to raise £5.0 million (before expenses) by way of: (i) a Placing by Stifel and Liberum with existing and new institutional investors at the Issue Price and (ii) a Subscription by certain other investors at the Issue Price. In addition, the Company is targeting a maximum further raise of up to £1.0 million (before expenses) by way of the Additional Fundraising. The Issue Price of 52.5 pence represents the mid-market price of the Company's Ordinary Shares on 28 March 2018, being the Last Practicable Date.

1.2 The Proposals will not proceed if the Resolutions are not passed at the General Meeting. In these circumstances, the Board considers that the Group will only have sufficient finances to fund its business, based on the Board's current plans, until the end of June 2018. Shareholders are strongly advised to read in full paragraph 4 of this part 1, which describes the reasons for the Proposals and the use of the proceeds and paragraph 5 of this part 1 which describes the importance of the vote and the implications of the Resolutions not being passed at the General Meeting.

1.3 The Directors believe that there are significant opportunities to enhance returns to shareholders through additional investment in the Portfolio Companies in order to help advance them towards significant value inflection milestones, through continued progression towards commercialisation by focusing on next generation technology and building relationships with strategic partners. The Directors continue to work towards both the completion of series A financings and, ultimately, exits. The Directors also intend to explore potential transformational acquisition opportunities within the IP commercialisation sector.

1.4 The Directors propose to use the majority of the net proceeds receivable by the Company under the Proposals:

(a) principally to continue to advance the development of the Portfolio Companies (in particular Vortex and Wanda, with minimal further direct cash requirements expected for Glycotest and ProAxsis), to seek to meet the funding requirements needed to take the Portfolio Companies further towards commercialisation, progress towards the completion of external series A fundraisings and, ultimately, potential exit opportunities (in particular the Company's actively managed assets in Glycotest, Vortex, ProAxsis and Wanda);

(b) to explore potential transformational acquisition opportunities for the Company with a view to gaining critical mass in the IP commercialisation sector, gaining access to new shareholders and adding additional investments to its current portfolio; and

1.5 Woodford is currently a beneficial holder of approximately 45.01 per cent. of the Company's current issued share capital. Woodford has agreed to subscribe for 5,714,285 Placing Shares, being an amount that would increase its percentage holding of the Company immediately following completion of the Proposals to a maximum of 46.83 per cent. (assuming no New Ordinary Shares are issued pursuant to the Additional Fundraising) which, without a waiver of the obligations under Rule 9 of the Takeover Code (commonly referred to as a "Whitewash"), would oblige Woodford (and any persons acting in concert with it) to make a general offer to Shareholders of the Company under Rule 9 of the Takeover Code (a "Rule 9 Offer"). As is customary, the Panel has agreed to such a waiver, subject to the Whitewash Resolution being approved at the General Meeting (on a poll) by Independent Shareholders who hold in excess of 50 per cent. of the votes cast on the Independent Shares.

1.6 Currently, the Company does not have sufficient authority in place to allot all of the New Ordinary Shares on a non-pre-emptive basis. Accordingly, the following Resolutions will be proposed at the General Meeting in order that the Proposals can proceed:

(a) to authorise the Directors to allot and issue up to 11,428,570 New Ordinary Shares for the purpose of the Proposals; and

(b) to disapply pre-emption rights in connection with the proposed allotment and issue of the New Ordinary Shares pursuant to that authority.

1.7 The Proposals are conditional, amongst other things, on the passing of the Resolutions at the General Meeting, notice of which is set out at the end of this document. If the Resolutions are passed, the New Ordinary Shares will be allotted after the General Meeting. Admission is expected to occur no later than 8.00 a.m. on 17 April 2018 or such later time and/or date as Stifel, Liberum and the Company may agree (provided that such date shall not extend beyond 8.00 a.m. on 31 May 2018). The Proposals are not being underwritten.

1.8 The purpose of this document is therefore to: (a) explain the background to, and reasons for, the Proposals; (b) explain why the Directors believe that the Proposals will assist in promoting the success of the Company for the benefit of the Shareholders as a whole; (c) provide further detail in relation to the Whitewash Resolution and the implications to Shareholders of Rule 9 of the Takeover Code being waived; and (d) recommend that, where you are entitled to do so, you vote in favour of the Resolutions to be proposed at the General Meeting.

2. Business strategy

2.1 NetScientific is a transatlantic healthcare investment group with a differentiated investment strategy focused on building transformative businesses within the digital health, diagnostics and therapeutics sub-sectors. The Company's objective remains to source, fund and commercialise healthcare companies that significantly improve the lives of people with chronic diseases.

2.2 Following François Martelet's appointment as CEO in May 2015 and the subsequent review and rationalisation of its portfolio, NetScientific's business strategy is based on advancing the Portfolio Companies towards significant value inflection points, including private funding rounds with third party investment and eventual exit through a trade sale or public listing. The Group's strategy is to be an active investor in its Portfolio Companies, providing extensive management support and typically taking board representation. The Company currently has board representation in all five of its Portfolio Companies. Where available, the Group seeks additional grant funding for its Portfolio Companies, thereby reducing the need for dilutive equity funding.

2.3 As at 31 December 2017, the Company had four actively managed Portfolio Companies in which it owns a majority holding on a fully diluted basis: Glycotest, Vortex, ProAxsis and Wanda. It also holds a minority interest in PDS Biotechnology. To date, the Portfolio Companies have received a total investment of £33.4 million from the Company and a further £16.3 million in grant funding.

2.4 The Group continues to concentrate on advancing the development of Glycotest, Vortex, ProAxsis and Wanda. It also intends to manage actively its minority investment in PDS Biotechnology.

2.5 The Portfolio Companies (other than ProAxsis and Wanda) are all currently in the process of raising external capital or building relationships with strategic partners. ProAxsis, which has reached commercialisation and is revenue generating, will assess its capital requirements towards the end of 2018.

3. Current trading and prospects

3.1 In 2017, the Group delivered various development milestones critical to enhancing the competitiveness and value of the Portfolio Companies.

3.2 The focus of the Group during 2018 will be to continue progress across its Portfolio Companies by pursuing, where relevant, corporate deals and fundraises to help progression from technology success to commercial success. ProAxsis expects to reach over £1.0 million in revenue during 2018 and will review its financing requirements in the second half of 2018. Glycotest is continuing its series A discussions with a potential investor and is aiming to close a series A in H1 2018 following an encouraging 149 patient study with its Chinese partner. Vortex is planning for a potential fundraise or commercial partnership in H2 2018. Health Resource Solutions agreed to extend the use of Wanda's digital health technology to all of its patients, which the Directors expect to complete in H1 2018.

3.3 NetScientific continues to believe that it has a world-class portfolio of companies with high-quality science and technology, experienced and relevant management teams, alongside business and financing strategies that support the ongoing development of these companies and enables them to attract third-party capital. In addition, NetScientific intends to explore potential transformational acquisition opportunities for the Group with a view to gaining critical mass in the IP commercialisation sector, gaining access to new shareholders and adding additional investments to its current portfolio. The Board and management team remain committed to bolstering the Group's opportunities and delivering products and services supporting the next generation of healthcare opportunities. NetScientific's overall mission remains to support life-changing innovation and deliver value to its shareholders.

Outlook

3.4 The Board is encouraged by the Group's and the Portfolio Companies' progress over the 2017 financial year and the first quarter of 2018. The Board remains confident that each of the Portfolio Companies offers the potential to generate significant shareholder returns over the coming years, with financing events, commercial sales and strategic partnerships constituting the key ways in which value is built within the Portfolio Companies. The Company does not propose to invest in new opportunities until at least some of its Portfolio Companies have completed their external fundraising rounds. The Board is aiming to close series A financings for Glycotest in H1 2018 and for Vortex and Wanda in late 2018.

4. Reasons for the Proposals and use of proceeds

4.1 The Company raised £8.1 million (before expenses) through a placing and subscription in June 2017 in order to continue to:

(a) advance the development of the Portfolio Companies; and

(b) take the companies further towards commercialisation and, ultimately, potential exit opportunities.

4.2 The cash balance of the Company as at 31 December 2017 was £6.9 million.

4.3 The Company is proposing to raise £5.0 million (before expenses) by way of the Placing and the Subscription and a maximum further raise of up to £1.0 million (before expenses) by way of the Additional Fundraising. The proceeds of the Proposals are to part fund an anticipated £11.5 million funding requirement for the 2018 and 2019 financial years.

4.4 The Company intends to use the £5.0 million raised under the Placing and the Subscription to fund its business and deliver its strategy beyond the 2018 financial year. The Company would use any funds raised under the Additional Fundraising to continue to fund its business and deliver its strategy on the same basis detailed in this document. If the Proposals do not proceed and additional financing does not become available to the Company, the Board considers that the Group will only have sufficient finances to fund its business, based on the Board's current plans, until the end of June 2018.

4.5 The Directors believe that there is significant embedded value within the Portfolio Companies, although the four majority held Portfolio Companies all require additional capital investment in order to reach value inflection points, most pertinently being the completion of external fundraisings. An exit at this stage may also be considered for any of the Portfolio Companies, if appropriate. The Group will also explore potential transformational acquisition opportunities at the Group level with a view to gaining critical mass within the IP commercialisation sector and thus benefit from synergies in corporate costs across an enlarged group and further increase its access to sourcing opportunities for its pipeline. Whilst the Group retains close ties with strategic partners and continues to review potential new investment opportunities, it does not intend to invest in new opportunities until at least some of its Portfolio Companies have completed their external fundraising rounds.

4.6 Since the £18.0 million fundraising announced in September 2015 and completed in November 2015, the Group has invested approximately £15.8 million in its Portfolio Companies to bring them closer to commercialisation and invested a further £8.5 million in 2017 to continue their commercial development. The Company proposes to use the proceeds of the Proposals to further advance its Portfolio Companies ahead of completion of their various funding rounds (with the exception of ProAxsis).

4.7 Accordingly, the Directors propose to use the majority of the net proceeds receivable by the Company under the Proposals:

As set out at paragraph 4.4 above, the Company would use any funds raised under the Additional Fundraising to continue to fund its business and deliver its strategy on the same basis detailed in this document.

4.8 The Directors believe that the flexibility provided by a non-pre-emptive placing and subscription makes it the most appropriate fundraising structure for the Company at this time. It would allow a number of existing and new institutional and individual investors to participate in the Proposals.

5. Importance of vote

5.1 Your attention is drawn to the fact that the Proposals are conditional and dependent on each of the Resolutions being passed at the General Meeting. Accordingly, if the Shareholders or the Independent Shareholders (as applicable) do not vote in favour of the Resolutions at the General Meeting, the Proposals cannot be implemented by the Company.

5.2 If the Proposals do not proceed and additional financing does not become available to the Company, the Board considers that the Group will only have sufficient finances to fund its business, based on the Board's current plans, until the end of June 2018. This highlights the significance of the current financial position if any of the Resolutions in the Notice of General Meeting are not approved.

5.3 In the event that any of the Resolutions in the Notice of General Meeting are not approved and the Proposals fail to proceed, the Directors will seek to immediately implement the actions detailed below:

(a) the Company would seek to sell one or more of its Portfolio Companies before the end of June 2018. However, although it is possible that the proceeds from such sale could increase available funds, the Directors cannot be certain that such cash would be received within the specified timeframe, if at all, and the receipt of such funds lies outside the full control of the Company;

(b) the Group would seek to reduce its cost base by suspending all discretionary spend. Since the Group is already carefully controlling its cash management, the Directors believe that the benefit of further discretionary spend suspensions is very limited in terms of extending working capital and do not anticipate that the quantum of such savings would be sufficient to prevent a working capital shortfall; and

(c) the Company would seek to execute M&A transactions with its peers in the IP commercialisation sector. However, the Directors cannot guarantee that terms could be agreed within the timeframe required to prevent a working capital shortfall.

If the Company was unsuccessful in pursing these alternative courses of action by the end of June 2018, the Directors would be obliged to cease operations, the consequences of which could include administration or receivership, or liquidation or other insolvency proceedings. In such circumstances, Shareholders could lose all or a substantial amount of the value of their investment in the Company. Accordingly, it is important that Shareholders or the Independent Shareholders (as applicable) vote in favour of the Resolutions at the General Meeting in order that the Proposals may proceed.

6. Principal terms of the Proposals

6.1 The Company intends to issue in aggregate 9,523,809 New Ordinary Shares to raise £5.0 million before expenses by way of: (i) a Placing by Stifel and Liberum with existing and new institutional investors at the Issue Price and (ii) a Subscription with certain individuals at the Issue Price. In addition, the Company is targeting a maximum further raise of up to £1.0 million (before expenses) by way of the Additional Fundraising.

6.2 The Proposals are conditional, among other matters, upon:

(a) the passing of the Allotment Resolutions by the Shareholders;

(b) the passing of the Whitewash Resolution by the Independent Shareholders;

(c) the Placing Agreement becoming or being declared unconditional in all respects subject only to Admission (except, in respect of the Subscription only, in so far as the Placing Agreement is conditional on the Subscription Agreements becoming unconditional in all respects subject only to Admission) and not having been terminated in accordance with its terms before Admission; and

(d) Admission occurring no later than 8.00 a.m. on 17 April 2018 (or such later time and/or date (being no later than 8.00 a.m. on 31 May 2018) as Stifel, Liberum and the Company may agree).

6.3 If any of the conditions are not satisfied (or, where capable of being waived, waived), the New Ordinary Shares will not be allotted and issued and all monies received to date from the Placees will be returned to them (at their own risk and without interest) as soon as possible thereafter.

6.4 The New Ordinary Shares are not being allotted subject to clawback. The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

6.5 Application will be made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 17 April 2018.

7. Overview of the Additional Fundraising

7.1 In addition to the Placing and the Subscription, the Company is targeting a maximum further raise of up to £1.0 million (before expenses) by way of an Additional Fundraising of up to 1,904,761 New Ordinary Shares at the Issue Price. The Additional Fundraising will be by way of a private placing or subscription at the discretion of the Directors and will not be open to the public. The Additional Fundraising will be available until the Additional Fundraising Close and only to institutional or other investors who the Directors are satisfied can lawfully invest on a private placement basis.

7.2 The Additional Fundraising is not being underwritten.

7.3 The Additional Fundraising Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

8. The Takeover Code

8.1 The Proposals give rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protections they afford are described below.

8.2 The Takeover Code is issued and administered by the Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, among other things, a listed or unlisted public company resident in the United Kingdom (and to certain categories of private limited companies). The Company is a public company whose Ordinary Shares are admitted to trading on AIM, and its Shareholders are entitled to the protections afforded under the Takeover Code.

8.3 Under Rule 9 of the Takeover Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by him and any interest in shares held or acquired by persons acting in concert with him) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.

8.4 Rule 9 of the Takeover Code also provides, among other things, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company which is subject to the Takeover Code, and such person, or any person acting in concert with him, acquires an additional interest in shares which increases the percentage of shares carrying voting rights in which he is interested, then such person is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights of that company to acquire the balance of their interests in the company.

8.5 An offer under Rule 9 of the Takeover Code must be in cash (or with a cash alternative) and at the highest price paid within the preceding 12 months for any shares in the company by the person required to make the offer or any person acting in concert with them.

8.6 Immediately following Admission, Woodford will have acquired interests in the Ordinary Shares carrying a maximum of 46.83 per cent. of the voting rights of the Company (assuming no New Ordinary Shares are issued pursuant to the Additional Fundraising) which, without a waiver of the obligations under Rule 9 of the Takeover Code, would oblige Woodford (and any party deemed to be acting in concert with it) to make a general offer to Shareholders under Rule 9 of the Takeover Code. Woodford is an investment fund manager which actively invests as agent for its clients in companies seeking development capital. Accordingly, Woodford will subscribe for its Placing Shares using its clients' available cash resources.

9. Dispensation from the requirement to make a general offer under the Takeover Code

9.1 The Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Proposals to proceed without triggering an obligation on the part of Woodford to make a general offer to Shareholders.

9.2 Under Note 1 on the Notes on the Dispensations from Rule 9 of the Takeover Code, the Panel will normally waive the requirement for a Rule 9 Offer if, among other things, the shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him (the "Independent Shareholders") pass a resolution approving such a waiver.

9.3 Accordingly, the Panel has agreed to grant a waiver of Rule 9 of the Takeover Code subject to the Independent Shareholders approving the Whitewash Resolution on a poll at the General Meeting. To be passed, the Whitewash Resolution will require a simple majority of the votes cast on a poll by the Independent Shareholders.

9.4 Shareholders should note that, following completion of the Proposals, Woodford will not be entitled to increase its interest in the voting rights of the Company without incurring a further obligation under Rule 9 of the Takeover Code to make a general offer (unless a dispensation from this requirement has been obtained from the Panel in advance).

9.5 If the Whitewash Resolution is passed by the Independent Shareholders at the General Meeting, Woodford will not be restricted from making an offer for the Company.

9.6 Shareholders should also note that, following completion of the Proposals, Woodford will control approximately 46.83 per cent. of the voting rights of the Company (assuming no New Ordinary Shares are issued pursuant to the Additional Fundraising) and that this will increase the percentage of the Ordinary Shares that are not in public hands (as defined in the AIM Rules). This may in turn have the effect of reducing the liquidity of trading in the Ordinary Shares on AIM. Woodford's stake in the voting rights of the Company will also mean that Woodford will be able, if it so wishes, to exert significant influence over resolutions proposed at future general meetings of the Company. Although it is not the current intention of Woodford to seek a resolution at a general meeting of the Company to de-list the Ordinary Shares from AIM, Woodford could, if it so wishes in the future, propose and exert significant influence over the result of such a resolution.

10. Independent advice provided to the Board

10.1 The Takeover Code requires the Board to obtain competent independent advice regarding the merits of the transaction which is the subject of the Whitewash Resolution, the controlling position which it will create, and the effect which it will have on the Shareholders generally.

10.2 Accordingly, Stifel, as the Company's financial adviser, has provided formal advice to the Board regarding the Proposals. Stifel confirms that it is independent of Woodford and has no commercial relationship with Woodford.

11. Related Party Transaction

11.1 The participation of Woodford and Invesco in the Proposals constitute related party transactions under the AIM Rules for Companies by virtue of Woodford and Invesco each being a substantial shareholder in the Company. The Directors consider, having consulted with Stifel, its nominated adviser, that the terms of the transactions are fair and reasonable in so far as the Company's Shareholders are concerned.

12. Director participating in the Placing and Subscription

The following Directors intend to subscribe for New Ordinary Shares in the Placing and Subscription as follows:

	No. of Ordinary Shares as at 28 March 2018	No. of New Ordinary Shares intended to be subscribed	No. of Ordinary Shares as at Admission*	Percentage of enlarged share capital as at Admission*
Sir Richard Sykes	62,500	30,952	93,452	0.12%
Barry Wilson	36,358	30,952	67,310	0.09%
Professor Stephen Smith	-	28,571	28,571	0.04%

* Assuming the issuance of no New Ordinary Shares pursuant to the Additional Fundraising.

13. General Meeting

13.1 At the 2017 AGM, the Directors were granted authority to allot and issue up to an aggregate nominal value of £851,261 (17,025,220 Ordinary Shares) and up to an aggregate nominal value of £127,689 (2,553,780 Ordinary Shares) of such amount on a non-pre-emptive basis. Accordingly, the Directors do not currently have authority to allot all of the New Ordinary Shares on a non-pre-emptive basis and the Board is seeking the approval of Shareholders to allot the New Ordinary Shares on a non-pre-emptive basis at the General Meeting. In addition, the Panel's waiver of Rule 9 of the Takeover Code has been granted subject to the Independent Shareholders approving the Whitewash Resolution on a poll at the General Meeting.

13.2 A notice convening the General Meeting, which is to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG at 10.00 a.m. on 16 April 2018, is set out at the end of this document. At the General Meeting, the following Resolutions will be proposed:

(a) Resolution 1, which is an ordinary resolution to authorise the Directors to allot relevant securities pursuant to the Proposals up to an aggregate nominal amount of £571,428.50, being equal to 11,428,570 New Ordinary Shares (which is the maximum number of New Ordinary Shares available under the Proposals);

(b) Resolution 2, which is conditional on the passing of Resolution 1, and is a special resolution to authorise the Directors to issue and allot up to 11,428,570 New Ordinary Shares pursuant to the Proposals on a non-pre-emptive basis; and

(c) Resolution 3, which is conditional on the passing of Resolution 1 and Resolution 2, and is an ordinary resolution to approve the Panel's waiver of Rule 9 of the Takeover Code. This resolution will be taken on a poll of the Independent Shareholders only, and must be approved on a poll by the Independent Shareholders who together represent a simple majority of the issued Ordinary Shares held by the Independent Shareholders being voted (whether in person or by proxy) at the General Meeting.

13.3 The authorities to be granted pursuant to Resolution 1 and Resolution 2 will expire on the date falling six months from the date of the passing of the Resolutions (unless renewed, varied or revoked by the Company before or on that date) and would be in addition to the Directors' authorities to allot relevant securities and disapply statutory pre-emption rights granted at the 2017 AGM.

13.4 The Resolutions are set out in full in the Notice of General Meeting at the end of this document.

14. Action to be taken

General Meeting

You will find enclosed with this document a Form of Proxy for use by Shareholders at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be received by Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and in any event not later than 10.00 a.m. on 12 April 2018, being 48 hours before the time appointed for holding the General Meeting. Completion of a Form of Proxy will not preclude you from attending the meeting and voting in person if you so choose.

15. Further information

Before deciding what action to take in respect of the Resolutions, you are advised to read the whole of this document and not merely rely on certain sections of this letter.

16. Recommendation

16.1 The Directors, who have been so advised by Stifel, consider the Proposals to be fair and reasonable and in the interests of Independent Shareholders, Shareholders and the Company, taken as a whole.

Accordingly, the Directors unanimously recommend Shareholders vote in favour of Resolutions 1 and 2, and, where they are entitled to do so as Independent Shareholders, Resolution 3 as the Directors who hold, or are otherwise beneficially interested in, Ordinary Shares intend to do in respect of the beneficial holdings which are under their control of, in aggregate, 98,858 Ordinary Shares representing approximately 0.14 per cent. of the Existing Ordinary Shares as at the Last Practicable Date.

16.2 The Proposals are conditional, among other things, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting by the Shareholders, the Proposals will not proceed.

16.3 If the Proposals do not proceed and additional financing does not become available to the Company, the Board considers that the Group will only have sufficient finances to fund the business, based on the Board's current plans, until the end of June 2018.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"2017 AGM" means the Company's annual general meeting held on 21 June 2017;

"Act" means the Companies Act 2006 (as amended);

"Additional Fundraising" means the issue, separate to the Placing and the Subscription, of up to a further 1,904,761 New Ordinary Shares to institutional or other investors to whom such shares can lawfully be offered on a private placement basis from the date of the Circular to the date of the Additional Fundraising Close by way of a placing or subscription at the discretion of the Directors;

"Additional Fundraising Close" means 8.00 a.m. on 11 April 2018 (or such later time as the Company may agree);

"Additional Fundraising Shares" means the New Ordinary Shares to be issued pursuant to the Additional Fundraising;

"Admission" means the admission of the New Ordinary Shares to trading on AIM in accordance with the AIM Rules for Companies;

"AIM Rules for Companies" means the AIM Rules for Companies and guidance notes as published by the London Stock Exchange from time to time;

"AIM" means the AIM market operated by London Stock Exchange;

"Allotment Resolutions" means Resolution 1 and Resolution 2 to be proposed at the General Meeting as set out in the Notice of General Meeting;

"Board" or "Directors" means the directors of the Company from time to time;

"Company" or "NetScientific" means NetScientific plc;

"CREST" means the relevant system in respect of which Euroclear is the operator (each as defined in the CREST Regulations);

"CREST Proxy Instruction" has the meaning given to this term in the notes to the Notice of General Meeting;

"CREST Manual" means the CREST manual issued by Euroclear;

"CREST member" means a person who has been admitted to CREST as a system-member (as defined in the CREST Manual);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);

"Euroclear " means Euroclear UK & Ireland Limited;

"Existing Ordinary Shares" means the 69,038,057 Ordinary Shares in issue on the date of this announcement;

"FCA" means the Financial Conduct Authority of the UK;

"Form of Proxy" means the form of proxy for use in relation to the General Meeting enclosed with the Circular;

"FSMA" means the Financial Services and Markets Act 2000 (as amended from time to time);

"General Meeting" means the General Meeting of the Company, convened for 10.00 a.m. on 16 April 2018 or at any adjournment thereof, notice of which is set out at the end of the Circular;

"Glycotest" means Glycotest, Inc.;

"Group" means the Company, its subsidiaries, the Portfolio Companies and the investments in certain other companies;

"Independent Shareholders" means all Shareholders other than Woodford (and anyone acting in concert with it) and the Placees;

"Independent Shares" means the Ordinary Shares held by Independent Shareholders;

"Invesco" means Invesco Asset Management;

"Investment Company Act" means the US Investment Company Act of 1940, as amended;

"Issue Price" means 52.5 pence per New Ordinary Share;

"Last Practicable Date" means 28 March 2018 (being the last practicable date prior to the publication of this announcement;

"Liberum" means Liberum Capital Limited;

"Link Asset Services" means Link Asset Services Limited, of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, registrars to NetScientific;

"London Stock Exchange" means London Stock Exchange plc;

"New Ordinary Shares" means up to 11,428,570 new Ordinary Shares to be issued in relation to the Proposals;

"Notice of General Meeting" means the notice convening the General Meeting as set out at the end of the Circular;

"Ordinary Shares" means ordinary shares of 5p each in the capital of the Company;

"PDS Biotechnology" means PDS Biotechnology Corporation;

"Placees" means subscribers for New Ordinary Shares;

"Placing" means the placing of New Ordinary Shares at the Issue Price, the details of which are set out in the Circular;

"Placing Agreement" means the agreement entered into between the Company, Stifel and Liberum in respect of the Placing (and any Additional Fundraising Shares placed through either of them) dated 29 March 2018, as described in the Circular;

"Placing Shares" means 8,595,239 New Ordinary Shares to be allotted and issued by the Company at the Issue Price;

"Portfolio Companies" means Vortex, Wanda, ProAxsis, Glycotest and PDS Biotechnology;

"ProAxsis" means ProAxsis Ltd;

"Proposals" means the Placing, the Subscription and the Additional Fundraising;

"Prospectus Rules" means the rules made by the FCA pursuant to sections 73A(a) and (4) of FSMA;

"Regulation S" means Regulation S under the Securities Act;

"Regulatory Information Service" has the meaning given in the AIM Rules for Companies;

"Resolutions" means the three resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting;

"Securities Act" means the US Securities Act of 1933, as amended;

"Shareholders" means the holders of Existing Ordinary Shares;

"Stifel" means Stifel Nicolaus Europe Limited;

"Subscription" means the conditional direct placement of the Subscription Shares to certain investors at the Issue Price, the details of which are set out in the Circular;

"Subscription Agreements" means the agreements entered into between the Company and certain high net worth individuals and/or companies in respect of the Subscription;

"Subscription Shares" means the 928,570 New Ordinary Shares to be allotted and issued by the Company at the Issue Price pursuant to the terms and conditions of the Subscription Agreement(s);

"Takeover Code" means the City Code on Takeovers and Mergers;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

"United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction;

"US person" has the meaning set out in Regulation S;

"Vortex" means Vortex Biosciences, Inc.;

"Wanda" means Wanda, Inc.;

"Whitewash Resolution" means the ordinary resolution to approve the Panel's waiver of Woodford's obligation to make an offer under Rule 9 of the Takeover Code on completion of the Proposals, which is set out in Resolution 3 of the Notice of General Meeting in the Circular, and is required to be passed on a poll at the General Meeting by the Independent Shareholders; and

"Woodford" means Woodford Investment Management Limited, a private company limited by shares incorporated in England and Wales with company number 10118169 and having its registered office address at 9400 Garsington Road, Oxford Business Park, Oxford OX4 2HN, which is authorised and regulated by the FCA.

APPENDIX - TERMS AND CONDITIONS OF THE OFFER

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX I 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 48(2) ("CERTIFIED HIGH NET WORTH INDIVIDUALS") OF THE ORDER; OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS APPENDIX I 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 I) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX I 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 I DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED IN THIS APPENDIX I IS NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE WOULD BE UNLAWFUL. THIS APPENDIX I (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER STATE OR JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES.

THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THAT ACT. NO OFFER, PURCHASE, SALE OR TRANSFER OF THE ORDINARY SHARES MAY BE MADE EXCEPT IN CIRCUMSTANCES WHICH WILL NOT RESULT IN THE COMPANY BEING REQUIRED TO REGISTER AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT.

EACH PLACEE (AS DEFINED HEREIN) SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF ORDINARY SHARES IN THE COMPANY AND INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THEIR SHARES.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix I.

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

Information to Distributors

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

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Details of the Placing Agreement and of the Placing Shares

Stifel and Liberum (together the "Banks" and each a "Bank") have today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of the Banks, as agent for and on behalf of the Company, has agreed to use their reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.

The Placing is conditional upon , inter alia, (i) the Panel providing a waiver pursuant to Rule 9 of the Takeover Code in connection with the Placing, subject to the Whitewash Resolution being approved by Independent Shareholders; (ii) the approval by the Company's shareholders of the Resolutions to be proposed at the General Meeting (which will, inter alia, grant authority to the directors of the Company to allot the Placing Shares and the Subscription Shares and disapply pre-emption rights in respect of the Placing Shares and the Subscription Shares); (iii) the Subscription Agreements having become unconditional in all respects (other than in respect of Admission); and (iv) Admission occurring by 8.00 a.m. on 17 April 2018.

Application will be made for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. The Placing Shares to be issued pursuant to the Placing and the Subscription Shares to be issued pursuant to the Subscription will, following Admission, rank pari passu in all respects with the existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of Ordinary Shares after Admission.

As part of the Placing, the Company has agreed that it will not for a period of 90 days after Admission, offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing other than with the prior written consent of the Stifel and Liberum (such consent not to be unreasonably withheld or delayed) or in relation to certain existing share schemes.

No Prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix I) and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of any Bank or the Company or any other person and none of the Banks, the Company nor any other person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation.

Participation in, and principal terms of, the Placing

1. Stifel is acting exclusively as nominated adviser, broker and bookrunner to the Company (for the purposes of the AIM Rules for Companies) and no one else in connection with Admission, the Placing and the matters set out in this document.

2. Liberum is acting exclusively as placing agent for the Company and no other person in connection with the Placing.

3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Banks to participate. The Banks and any of their Affiliates are entitled to participate in the Placing as principal.

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

5. The price per Placing Share is fixed at 52.5 pence (the "Issue Price") and is payable by the Placees, or in circumstances where a Placee is acting as agent, the Placee shall procure the payment of such amount, to the relevant Bank (or as it may direct).

6. No fee or commission will be paid to Placees or by Placees in respect of any Placing Shares.

7. Each Placee's allocation is determined by the Banks in their discretion following consultation with the Company and has been or will be confirmed orally or in writing by the relevant Bank and a contract note will be dispatched as soon as possible thereafter. That confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Banks and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix I and in accordance with the Company's articles of association. Except with the relevant Bank's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

8. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Bank. The terms of this Appendix I will be deemed incorporated in that contract note.

9. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank (as agent for the Company), to pay, or to procure the payment, to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

11. All obligations of the Banks under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

13. To the fullest extent permissible by law and applicable FCA rules, save in the event of fraud on their respective parts, none of (a) Stifel , (b) any of Stifel's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Stifel as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Stifel), (d) any person acting on Stifel's behalf, (e) Liberum, (f) any of Liberum's affiliates, agents, directors, officers, consultants, (g) to the extent not contained within (e) or (f), any person connected with Liberum as defined in FSMA ((f) and (g) being together "affiliates" and individually an "affiliate" of Liberum) or (h) any person acting on Liberum's behalf shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular (and save in the event of fraud), neither the Banks nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Banks and the Company may agree.

Registration and Settlement

The Banks 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 written contract note or written 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 the Placing Shares comprised in their Final Placing Participations.

Settlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. The Banks and the Company reserve the right to require settlement for, and delivery of, the Placing 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 reasonably necessary to ensure that delivery and payment is completed in accordance with the instructions set out in the contract note or trade confirmation, and in accordance with the standing CREST instructions in respect of the Placing Shares that it has in place with the relevant Bank.

If allocated Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as the allocated 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon, amongst other things:

(a) the Panel on Takeovers and Mergers providing a waiver pursuant to Rule 9 of the Takeover Code in connection with the Placing, subject to the Whitewash Resolution being approved by Independent Shareholders;

(b) Admission becoming effective by not later than 8.00 a.m. on 17 April 2018 (or such later time and/or date as the Banks and the Company may agree, not being later than 8.00 a.m. on 31 May 2018);

(d) the Resolutions being passed at the general meeting to be held on 16 April 2018.

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Banks may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not otherwise be capable of rescission or termination by it.

The Banks may, in their absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (a) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

The Banks may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Banks nor any of their respective affiliates, agents, directors, officers or employees nor the Company shall have any responsibility or liability, save in the event of fraud on their respective parts, 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 Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Banks.

Right to terminate under the Placing Agreement

Either Bank may terminate the Placing Agreement at any time on or before Admission if, inter alia:

1. it comes to the knowledge of either Bank that any of the warranties was untrue inaccurate or misleading in any respect which either Bank in (acting in good faith) believes is material when made and/or that any of the warranties would be untrue, inaccurate or misleading in any respect which either Bank in its sole and absolute discretion believes is material if it were to be repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting;

2. it shall come to the notice of the either Bank that any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is incorrect or has become untrue, inaccurate, incomplete or misleading in any respect which either Stifel or Liberum in its opinion (acting in good faith) believes is material;

3. the Company fails to comply, in any respect which either Bank in its opinion (acting in good faith) believes is material, with any of its obligations under the Placing Agreement;

4. the subscription proceeds in respect of the Subscription Shares have not been received by the Company prior to Admission;

5. the Application is refused by the London Stock Exchange; or

6. there has been a force majeure or market disruption event the effect of which is such to make it, in Stifel's or Liberum's opinion (acting in good faith) impracticable or inadvisable to proceed with the Placing.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Banks that the exercise by the Company or the Banks of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Banks and that neither the Company nor the Banks need make any reference to such Placee and that none of the Banks, the Company, or any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise, save in the event of fraud on their respective parts.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the relevant Bank of a contract note confirming each Placee's allocation and commitment in the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf), provided that a Placee may be acting as agent for and on behalf of discretionary managed clients and in that case will be agreeing as agent and not as principal, for its own part only, represents, warrants, undertakes, acknowledges and agrees (for itself and for any such prospective Placee) to each of the Company, the Banks and their respective directors, officers, employees, agents and affiliates that (save where the Banks expressly agree in writing to the contrary):

1. it has read and understood this Announcement, including the Appendices, in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;

3. the existing Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of the Banks, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement (including the Appendices), or the Publicly Available Information; nor has it requested either of the Banks, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5. neither the Banks, nor any person acting on behalf of them nor any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraud or fraudulent misrepresentation made by that person;

6. the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement (including the Appendices) and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) none of the Banks, the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that the Banks or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7. the content of this Announcement (including the Appendices) and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Banks nor any persons acting on behalf of either of them is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement (including the Appendices) or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement(including the Appendices), the Publicly Available Information or otherwise. Nothing in this Appendix I shall exclude any liability of any person for fraud or fraudulent misrepresentation;

8. the Placee acknowledges that as the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Republic of South Africa or Japan, subject to certain exceptions, they may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

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

(A) is entitled to acquire the Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(B) has fully observed such laws and regulations;

(C) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares (or as agent where applicable) and will honour such obligations; and

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

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

11. the Placing Shares have not been and will not be registered under the Securities Act and may not be offered, sold or resold in or into the United States or to or for the account or benefit of US persons except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

12. it and the beneficial owner of the Placing Shares is not a US person (as defined in Regulation S under the Securities Act) and is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" not as a result of any directed selling efforts, in each case as defined in, and in accordance with, Regulation S under the Securities Act;

13. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

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

15. none of the Banks, their respective affiliates, agents, directors, officers or employees and any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Banks and neither of the Banks has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

16. it has the funds available to pay, or procure payment, for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make or procure payment to the relevant Bank for the Placing Shares allocated to it in accordance with the terms and conditions of this Appendix I on the due times and dates set out in this Appendix I, failing which the relevant Placing Shares may be placed with others on such terms as the Banks may, in their absolute discretion determine without liability to the Placee and it 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 any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Appendix I) which may arise upon the sale of such Placee's Placing Shares on its behalf;

17. the Placee acknowledges that no action has been or will be taken by any of the Company, the Banks or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any other country or jurisdiction;

18. the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be. Neither the Banks nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire the Placing Shares pursuant to the Placing and agrees to pay, or procure payment, the Company and the Banks in respect of the same (including any HMRC interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of either of the Banks or transferred to a CREST stock account of either of the Banks who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19. it is acting as principal only in respect of the Placing or, if it is acting for any other person or as agent, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and the Banks for the performance of all its obligations as a Placee (and as an agent if applicable) in respect of the Placing (regardless of the fact that it is acting for another person);

20. neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, any person is or may be liable to stamp duty or stamp duty reserve tax under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services);

21. it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 48(2) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

22. it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

23. it is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 48(2) (Certified high net worth individuals) and/or 49(2) (High net worth companies etc.) of the Order, as amended, and/or an authorised person as defined in section 31 of FSMA; and (b) section 86(7) of FSMA (Qualified Investor), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

24. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither of the Banks has approved this Announcement in their capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

26. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of the Banks has been given to the offer or resale;

27. save in the case of fraud on their respective parts, none of the Banks, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement (including the Appendices) or for 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 will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement (including the Appendices) or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

28. none of the Banks, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of the Banks, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of each of the Banks' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

29. it acknowledges and accepts that the Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, neither of the Banks will make any public disclosure in relation to such transactions;

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

31. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017 (together, the "Regulations") and, if making or procuring payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

32. it is aware of the obligations regarding insider dealing EU Regulation 596/2014 on Market Abuse ("MAR") and section 56 of the Criminal Justice Act 1993 and confirms that it has and will continue to comply with those obligations;

33. it has neither received nor relied on any "inside information" as defined in MAR concerning the Company in accepting this invitation to participate in the Placing;

34. in order to ensure compliance with the Money Laundering Regulations 2017, the Banks (each for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Banks or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the relevant Bank's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Banks 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 Banks (each for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence reasonably satisfactory to them, the Banks and/or the Company may terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

35. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix I) will continue notwithstanding any reasonable amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks conduct of the Placing;

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

37. the Company, the Banks and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, acknowledgements and agreements, which are given to the Banks, each on their own behalf and on behalf of the Company and are irrevocable;

38. if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, undertakings, acknowledgements, agreements and undertakings on behalf of each such accounts;

39. time is of the essence as regards the obligations under this Appendix I;

40. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at the address provided by it to the Banks;

41. the Placing Shares will be issued subject to the terms and conditions of this Appendix I and the Company's articles of association; and

42. these terms and conditions in this Appendix I and all documents into which this Appendix I is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make or procure payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Banks in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of the Company and the Banks (for their own benefit, and where relevant, the benefit of their respective affiliates) and are irrevocable. The Company and the Banks will rely upon the truth and accuracy of the foregoing acknowledgements, undertakings, representations and warranties.

Miscellaneous

The agreement to allot and issue Placing 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 Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor any of the Banks will be responsible and the Placees shall indemnify the Company and the Banks on an after-tax basis for any stamp duty or stamp duty reserve tax 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 Banks accordingly.

The Company and the Banks are not liable to bear any transfer taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees or for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises and notify the Banks accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Other than as stated in the terms and conditions, each Placee and any person acting on behalf of the Placee acknowledges that the Banks do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Other than as stated in the terms and conditions, each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Banks may (at their absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

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 Banks (in their absolute discretion). The Banks shall notify the Placees and any person acting on behalf of the Placees of any such changes.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market of the London Stock Exchange.

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

The rights and remedies of the Banks 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.

Where a Placee is acting as agent for and on behalf of its discretionary managed clients, then its participation and its acceptance of these terms and conditions are as agent and not as principal.

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCJLMATMBITMAP

Companies

Emv Capital (EMVC)

Thursday, 21st November 2024

COMPANIES COVERED:

HLMA JD. ITH

JD Sports tanks after management tighten profit guidance towards the lower end of expectations, Halma finds support from strong earnings and capital return commitment cheers shareholders in Ithica Energy.

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