Proposed Fundraising

RNS Number : 6734E

essensys PLC

08 July 2021

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ESSENSYS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ESSENSYS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR").

8 July 2021

essensys plc

Proposed primary placing and open offer to raise approximately up to £33.3 million

and

Proposed secondary placing of approximately up to £6.3 million

Introduction

essensys plc (AIM:ESYS) ("essensys", the "Company" or, together with its subsidiary undertakings, the "Group"), the leading global provider of mission critical software-as-a-service platforms and on-demand cloud services to the flexible workspace industry, today announces a proposed conditional placing of 10,984,552 new ordinary shares of 0.25 pence each ("Ordinary Shares") in the capital of the Company (the "Primary Placing Shares") at a price of 285 pence per Placing Share (the "Offer Price") to raise gross proceeds of approximately £31.3 million (£30 million net of expenses) for the Company (the "Primary Placing") and a proposed conditional placing of 2,219,563 existing Ordinary Shares (the "Secondary Placing Shares", together with the Primary Placing Shares, the "Placing Shares") by Mark Furness, Chief Executive Officer, (the "Seller") at the Offer Price (the "Secondary Placing" and, together with the Primary Placing, the "Placing"). Neither the Primary Placing nor the Secondary Placing will become unconditional unless both complete.

In addition to the Primary Placing, Qualifying Shareholders will be offered the opportunity to subscribe for an aggregate of, up to, 701,755 new Ordinary Shares through an open offer at the Offer Price (the "Open Offer Shares" and, together with the Primary Placing Shares, the "New Ordinary Shares") to raise up to approximately £2.0 million (before expenses) (the "Open Offer", and together with the Primary Placing, the "Fundraising").

Capitalised terms used in this announcement (including the appendix (the "Appendix" and together, this "Announcement")) have the meanings given to them in the section headed "Definitions" at the end of this Announcement, unless the context provides otherwise.

Key Highlights

· The Company intends to use the net proceeds of the Fundraising to take advantage of the significant opportunities presented by the growing flexible workspace industry by accelerating its proven go-to-market strategy and product development. The net proceeds will be used to:

· target a significant land grab opportunity resulting from the massive structural shift in commercial real estate, as landlords respond to the increased demand for flexible real-estate solutions from their customers;

· increase market share in a growing market through its go-to-market strategy, focusing on the key markets of North America, the United Kingdom and Continental Europe and Asia Pacific, with a long-term plan to increase market share by 10 per cent. across these regions;

· accelerate the Company's proven strategy by targeting the expansion opportunity within the existing customer base and through developing key, high value, strategic accounts to build a pipeline which underpins significant future runway; and

· accelerate the Group's product development programme to strengthen its existing market position through reducing time-to-market, time-to-differentiation and accelerating disruptive innovation.

Placing Highlights

· The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuilding Process") by Singer Capital Markets Securities Limited ("Singer Capital Markets", the Company's joint broker and joint bookrunner) and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg", the Company's joint broker and joint bookrunner and, together with Singer Capital Markets, the "Joint Bookrunners") , which process will be launched, immediately following the publication of this Announcement, in accordance with the terms and conditions set out in set out in the Appendix.

· The Offer Price represents a discount of approximately 6.6 per cent. to the closing middle market price per Ordinary Share of 305 pence on 7 July 2021, being the last practicable trading day prior to the release of this Announcement.

· The New Ordinary Shares, assuming full take-up of the Open Offer, will represent approximately 18.1 per cent. of the Company's existing issued share capital (the "Existing Ordinary Shares").

· The final number of Placing Shares to be placed will be determined by the Joint Bookrunners, in consultation with the Company, at the close of the Bookbuilding Process and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuilding Process and the allocation of the Placing Shares thereunder, will be determined by the Joint Bookrunners in consultation with the Company.

· In order to provide Shareholders who have not taken part in the Primary Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 701,755 Open Offer Shares, to raise up to approximately £2.0 million (before expenses), on the basis of 1 Open Offer Share for every 75.16 Existing Ordinary Shares held by the Shareholder at the Record Date. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

· The Fundraising is conditional upon, among other things, the resolutions (the "Resolutions") required to implement the Fundraising being duly passed by Shareholders at the general meeting proposed to be held at the offices of essensys, Aldgate Tower, 7th Floor, 2 Leman Street, London E1 8FA at 9.30 a.m. on 26 July 2021 (the "General Meeting").

· Neither the Fundraising nor the Secondary Placing is being underwritten.

Enquiries:

essensys plc	+44 (0)20 3102 5252
Mark Furness (Chief Executive Officer) Alan Pepper (Chief Financial Officer)
Singer Capital Markets (formerly N+1 Singer) (nominated adviser, joint broker and joint bookrunner)	+44 (0)20 7496 3000
Peter Steel / Harry Gooden / George Tzimas
Berenberg (joint broker and joint bookrunner)	+44 (0)20 3207 7800
Ben Wright / Mark Whitmore / Tejas Padalkar
FTI Consulting (public relations adviser)	+44 (0)20 3727 1000
Jamie Ricketts / Eve Kirmatzis / Talia Jessener / Victoria Caton

Details of the Fundraising

Singer Capital Markets Securities Limited is acting as joint broker and joint bookrunner in connection with the Placing and Singer Capital Markets Advisory LLP is acting as nominated adviser to the Company in connection with the Fundraising and Admission. Berenberg is acting as joint broker and joint bookrunner in connection with the Placing. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

The Joint Bookrunners will today commence the Bookbuilding Process in respect of the Placing. The final number of Placing Shares to be placed at the Offer Price will be determined at the close of the Bookbuilding Process.

The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuilding Process and allocations thereunder are at the absolute discretion of the Joint Bookrunners, having consulted with the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process. The Placing is not being underwritten.

In addition, in order to provide Shareholders who do not take part in the Primary Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Offer Price. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility. The Open Offer is not being underwritten.

A circular, containing further details of the Fundraising and convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders on or around 9 July 2021 and the Circular, once published, will be available on the Company's website at www.essensys.tech/investors.

The Fundraising and the issue of the New Ordinary Shares are conditional upon, among other things, the Resolutions being duly passed by Shareholders at the General Meeting. In response to the coronavirus pandemic, the UK Government has introduced a number of measures in England aimed at controlling the spread of the COVID-19 virus. The Board has been closely monitoring the ongoing COVID-19 situation and, on the basis of the UK Government's roadmap out of lockdown, the General Meeting has been arranged on the assumption that the General Meeting will be able to be held as an open, physical meeting. If the position changes, the Company will communicate any updates on its website at www.essensys.tech/investors and, where appropriate, through a regulatory announcement, before the General Meeting.

The New Ordinary Shares, when issued, will be fully paid and will 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 issue. If all of the New Ordinary Shares are placed or subscribed for (as applicable), it would represent an increase of approximately 22.2 per cent. of the existing issued ordinary share capital of the Company.

In connection with the Placing, the Company and the Seller has each agreed with the Joint Bookrunners, inter alia, not to offer, issue, sell or otherwise dispose of any Ordinary Shares for a period of 90 days and 12 months, respectively, from Admission. These selling restrictions are subject to certain customary exceptions.

Admission, settlement and CREST

Application will be made for up to 11,686,307 New Ordinary Shares (comprising 10,984,552 Primary Placing Shares and up to up 701,755 Open Offer Shares) to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Subject to the passing of the Resolutions, settlement for the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 27 July 2021 (or such later time and/or date as the Joint Bookrunners may agree with the Company not being later than 8.00 a.m. on 10 August 2021). In addition to the passing of the Resolutions, the Fundraising is conditional upon, among other things, Admission becoming effective and neither the placing agreement entered into today between the Company and the Joint Bookrunners (the "Placing Agreement") nor the sell-down agreement, between the Joint Bookrunners and Mark Furness, in connection with the Secondary Placing (the "Sell-down Agreement") being terminated in accordance with their terms.

The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

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

The person responsible for arranging the release of this Announcement on behalf of the Company is Alan Pepper, Chief Financial Officer of the Company.

Expected Timetable for the Fundraising

	2021
Record Date for entitlement under the Open Offer	7 July
Announcement of the Fundraising	8 July
Publication and posting of the Circular, form of proxy (the "Form of Proxy") and, to Qualifying Non-Crest Shareholders, the Open Offer application form (the "Application Form")	9 July
Ex-Entitlement date of the Open Offer	9 July
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	12 July
Latest recommended time and date for requested withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 19 July
Latest time and date for depositing Open Offer Entitlements in CREST	3.00 p.m. on 20 July
Latest time and date for splitting of Application Forms under the Open Offer	3.00 p.m. on 21 July
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	9.30 a/p.m. on 22 July
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 23 July
General Meeting	9.30 a.m. on 26 July
Results of the General Meeting and the Open Offer announced	26 July
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings	8.00 a.m. on 27 July
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form	27 July
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form	by 10 August

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

FURTHER INFORMATION

Background to and reasons for the Fundraising

essensys is a leading global provider of mission-critical software-as-a-service platforms and on-demand cloud services to the flexible workspace segment of the commercial real estate industry. essensys' software is specifically designed and developed to help solve the complex operational challenges faced by landlords and multi-site flexible workspace operators as they grow and scale their operations.

The Group's technology allows operators to deliver a range of differentiated, flexible and customer-specific services to a broad base of tenants across multiple locations and helps operators to manage the cost, operational and technological challenges they typically encounter.

essensys' vision is to power the world's largest community of tech driven flexible workspaces and the Directors believe there is a significant opportunity to increase the Group's market share ahead of the rapid expansion anticipated for the market.

Recent developments and industry trends

The flexible workspace market has undergone significant growth in recent years. This trend has been strengthened by traditional landlords and commercial real estate ("CRE") firms accelerating the development of their own flexible workspace products and services to meet the evolving needs of their tenants.

The Directors believe that these industry dynamics will facilitate further growth and create future opportunities for the flexible workspace market as landlords of traditional office spaces are facing increased operating costs, increased vacancy rates and reduced rents.

The Directors believe that these trends have been accelerated by the COVID-19 pandemic as occupiers are increasingly drawn to the benefits of agile workspace solutions. This is evidenced by a recent CBRE survey which provides a further indication of the growing appetite for flexible workspace, with 86 per cent. of occupiers in September 2020 (compared to 73 per cent. in June 2020) seeing flexible office space as a key component of their future real estate strategies.

Market opportunity

By 2030, it is estimated that 30 per cent. of all office space will be consumed flexibly (Source: JLL). Currently, property technology investment is still an insignificant proportion of CRE total expenditure and, as a result, the Directors believe that the growth in flexible office space consumption over the next decade will lead to a substantial structural change and digital transformation of existing office solutions. Market studies show that consumers of flexible space are prepared to pay a premium for tech-driven services, with CRE firms increasingly seeking ways to make the management of flexible space more efficient and improve client experience.

The Directors therefore believe that the Group is well positioned to capitalise on the anticipated demand for powerful digital and in-building experiences, having developed the most comprehensive, end-to-end software and technology solution for flexible workspace providers available today.

Based on independent market studies, flexible office space across North America, Continental Europe, Asia Pacific and the United Kingdom, is expected to increase at a CAGR of 31 per cent. between 2020 and 2030, accounting for approximately 2.6 billion square feet by the end of this period (0.2 billion square feet in 2020). The Directors believe that this will in turn drive significant growth in the value of the Company's total addressable market within these regions, with the size of these markets by 2030 expected to be, in aggregate, approximately £3.4 billion, broken down as follows:

· North America £1.7 billion;

· Europe 0.9 billion;

· Asia Pacific 0.7 billion; and

· United Kingdom £0.1 billion.

Expansion opportunity

Having regard to the above trends in the Company's markets, there is a significant expansion opportunity within the Group's existing portfolio of customers across landlords, flexible space operators and other distribution channels such as property agents, brokers and franchise operators. The Directors estimate that these customers have the long-term potential to deliver over £1 billion in annual recurring revenues ("ARR").

In particular, the Group's existing high value strategic accounts can provide significant long-term expansion opportunities, as the Group's growth is also driven by customers expanding their own operations. One such customer represents real estate assets comprising over 62 million square feet within the Group's addressable markets alone. Assuming a penetration rate of 30 per cent. (which the Directors believe is achievable), the future expansion opportunity for essensys' Flex Services Platform could equate to 18 million square feet of office space in this one customer.

The Directors intend to capitalise on this opportunity by increasing the penetration of the Group's products in each building essensys serves. By increasing the adoption of the Flex Services Platform within a building, the Group's services become embedded and can generate significantly higher ARR and gross margins due to its 'per square foot' pricing model.

In addition, essensys' current new customer pipeline includes leading CRE landlords, asset managers and flexible workspace operators, which provides a further substantial future high value and longer-term ARR opportunity.

Product development

In order to maintain the competitive advantage of essensys' products and services, the Group will be increasing its investment in product and software development with a focus on introducing technically and commercially disruptive innovation to create seamless digital experiences and extend the reach of the Flex Service Platform launched in March 2021.

The Company intends to accelerate its software development roadmap and expects to deliver additional capabilities including environmental and occupancy sensors as well as space visualisation by the end of 2021.

Growth strategy and targets

The Directors believe that there is a compelling land grab opportunity as there are either very few or no direct competitors within the Group's existing and chosen target markets. It is expected that the Group's initial moves to new territories will be driven by existing customer demand as they seek to realise their own growth plans. The Company will look to exploit the benefits of early mover advantage and expects to convert this significant opportunity by accelerating its proven Land, Expand and Grow strategy with a focus on enterprise multi-site operators and the leading CRE players.

It is estimated that by 2025 the Group's target addressable markets will have grown to £375 million in North America, £225 million in Asia Pacific and £250 million across the United Kingdom and Continental Europe.

Having assessed the potential prospects, the Directors have set an internal target for 2025 of ARR of £68 million, equalling approximately 8 per cent. market share and representing an increase of £22 million against existing targets, growing to £100 million ARR in 2026.

essensys' longer-term plan is to increase its market share by 10 per cent. from current levels which, if achieved, would result in a market share across North America, Asia Pacific and the United Kingdom and Europe of 18 per cent., 10 per cent. and 22 per cent. respectively, and an overall market share of 17 per cent. by 2030.

Use of proceeds

The net proceeds from the Fundraising, together with the Group's existing cash balances (which were £5.9 million as at 31 January 2021) will finance the strategic development plan over the next three years. This will primarily involve building on the progress made in and expanding the scale of the Group's existing operations in North America, the UK and mainland Europe and establishing operations within new territories, namely Asia Pacific and broader European expansion, as well as significantly expanding the Group's sales, marketing and product & development headcount. The Directors anticipate that the sales and marketing headcount will increase by 247 per cent. during 2022 and the product and development headcount will increase by 122 per cent. during 2022.

It is anticipated that, in the short-term, executing this accelerated growth strategy will result in significant cash outflows and the Group is likely to generate losses. The increase in scale of the Group's operations is expected, in the medium-term, to deliver operational efficiencies and strengthen the Group's competitive position, in turn helping to increase essensys' share of these growth markets.

The Directors anticipate aligning investment of the net proceeds of the Fundraising together with existing cash balances with the perceived market opportunities as follows:

		£'m
Asia Pacific expansion		12.9
North American expansion		8.1
UK and mainland Europe expansion		5.8
Increase in product and development footprint		8.0
Total		34.8

Current trading and prospects

Since the publication of its results for the half year ended 31 January 2021, the Group has continued to trade in line with the Board's expectations. Contracts continue to be signed with new customers, both in the UK and in the US and a number of those sites have gone live. A number of existing customers have also expanded their business with the Group in the second half of the current financial year. Recent sales performance has been slightly ahead of the Board's expectations although, given lead times for site delivery, this will result in revenue in the early part of the year ending 31 July 2022.

The Company continues to expect its financial results for the current year to be in line with consensus market expectations.

Directors' intentions

Certain Directors of the Company (the "Participating Directors") and a substantial shareholder (as defined in the AIM Rules) have each indicated their intention to participate in the Placing. Their proposed respective participations would constitute related transactions under Rule 13 of the AIM Rules for Companies. Further details of any participation by the Participating Directors and by any substantial shareholder in the Company will be set out in the announcement to be made summarising the results of the Bookbuilding Process.

Those Directors that hold Existing Ordinary Shares do not intend to participate in the Open Offer.

Voting intentions

Those Directors that hold Existing Ordinary Shares intend to vote in favour of the Resolutions in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 41.9 per cent. of the Existing Ordinary Shares.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ESSENSYS PLC.

THE NEW ORDINARY SHARES AND THE SECONDARY PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED BELOW) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES OR THE SECONDARY PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or the Open Offer and/or issue of, or subscription for, the New Ordinary Shares, or the acquisition of the Secondary Placing Shares, in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, partners (persönlich haftende Gesellschafter), officers or employees (together "Representatives") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of New Ordinary Shares is being made in any such jurisdiction.

All offers of the New Ordinary Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The New Ordinary Shares and the Secondary Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares or the Secondary Placing Shares and such shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. Accordingly, the New Ordinary Shares and the Secondary Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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

Singer Capital Markets Securities Limited is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the Bookbuilding Process and the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding Process or the Placing or any other matters referred to in this Announcement.

Singer Capital Markets Advisory LLP is authorised and regulated by the FCA in the United Kingdom and is acting as nominated adviser to the Company in connection with the Fundraising and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Fundraising or Admission or any other matter referred to in this Announcement. Singer Capital Markets Advisory LLP's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting as joint bookrunner and joint broker exclusively to the Company and no one else in connection with the Bookbuilding Process and the Placing. Berenberg will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuilding Process or the Placing or any other matters referred to in this Announcement.

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

No statement in this Announcement is intended to be a profit forecast or estimate, 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 New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares and the Secondary Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Ordinary Shares and the Secondary Placing Shares may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares and the Secondary Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Ordinary Shares and the Secondary 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, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 New Ordinary Shares or the Secondary Placing Shares.

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

EEA product governance

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 in the European Economic Area (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 New Ordinary Shares and the Secondary Placing Shares have been subject to a product approval process, which has determined that the New Ordinary Shares and the Secondary Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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 New Ordinary Shares and the Secondary Placing Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares and the Secondary Placing Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares and the Secondary 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, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability 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 New Ordinary Shares or the Secondary Placing Shares.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED BELOW) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement, the Placing and/or issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, partners (persönlich haftende Gesellschafter), officers or employees (together "Representatives", as further referred to below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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

By participating in the Bookbuilding Process and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Joint Bookrunners and the Company that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

3. in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

5. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and

7. the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. 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, the announcement of the pricing of the Placing (the "Placing Results Announcement") and any information publicly announced through a Regulatory Information Service (as defined in 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 trade confirmation, contract note or other (oral or written) confirmation 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, representation, warranty or statement made by or on behalf of the Company (other than the Publicly Available Information) or by the Joint Bookrunners or any other person and none of the Joint Bookrunners, the Company nor any other person acting on such person's behalf nor any of their respective Representatives 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. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Sell-down Agreement

The Joint Bookrunners 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, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Primary Placing Shares.

The Primary Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.25 pence each ("Ordinary Shares") in the capital of the Company (including with all other new Ordinary Shares issued in connection with the Fundraising), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Primary Placing Shares.

In connection with the Primary Placing, the Company has agreed with the Joint Bookrunners that it will not for a period of 90 days after Admission, directly or indirectly, offer, issue, allot, lend, sell, or issue options in respect of, any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into the same. This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes, as previously publicly announced by the Company or as otherwise agreed by the Company with the Joint Bookrunners.

The Joint Bookrunners have also today entered into a sell-down agreement (the "Sell-down Agreement") with Mark Furness, the Company's Chief Executive Officer (the "Seller"), under which, on the terms and subject to the conditions set out in the Sell-down Agreement, the Joint Bookrunners, as agents for and on behalf of the Seller, have agreed to use their respective reasonable endeavours to procure Placees for the Secondary Placing Shares.

In connection with the Secondary Placing, the Seller has agreed with the Joint Bookrunners that he will not, for a period of 12 months after Admission, directly or indirectly, offer, sell, contract to sell, pledge, grant any option over or otherwise dispose any Ordinary Shares or other equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, such securities. This agreement is subject to certain customary exceptions.

The Placing Agreement and Sell-down Agreement each contains certain customary warranties given by the Company and the Seller respectively in favour of the Joint Bookrunners. The Placing Agreement will not become unconditional unless the Sell-down Agreement becomes unconditional, and vice-versa. Neither the Placing nor the Open Offer is being underwritten.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Primary Placing Shares to trading on AIM.

Subject to, amongst other things, the Resolutions being passed by the requisite majorities at the General Meeting, it is expected that Admission will take place at 8.00 a.m. on or around 27 July 2021 (or such later time and/or date as the Joint Bookrunners may agree with the Company not being later than 8.00 a.m. on 10 August 2021) and that dealings in the Primary Placing Shares on AIM will commence at the same time.

The Bookbuilding Process

The Joint Bookrunners will today commence the Bookbuilding Process to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

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

Principal terms of the Bookbuilding Process and Placing

1. The Joint Bookrunners are acting as joint bookrunners and joint brokers to: (a) the Primary Placing, as agents for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement; and (b) to the Secondary Placing, as agents for and on behalf of the Seller, on the terms and subject to the conditions of the Sell-down Agreement.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by either Joint Bookrunner. The Joint Bookrunners and any of their respective Representatives (as defined below) are entitled to enter bids in the Bookbuilding Process.

3. The price per Placing Share (the "Offer Price") is fixed at 285 pence and is payable to the Joint Bookrunners (as agents for the Company and/ or the Seller, as applicable) by all Placees.

4. Each Placee's allocation will be determined by the Joint Bookrunners and the Company in their absolute discretion and will be confirmed orally or in writing by a Joint Bookrunner to such Placees. The Joint Bookrunners may, in agreement with the Company, choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion, and may scale down any bids for this purpose on such basis as they may determine.

5. Each Placee's allocation and commitment will be evidenced by a trade confirmation, contract note or other (oral or written) confirmation issued to such Placee by a Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that trade confirmation, contract note or other confirmation.

6. Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with a Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company and/ or the Seller, as applicable)), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Offer Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue issue and/ or the Seller has agreed to sell to that Placee.

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

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

9. All obligations under the Bookbuilding Process and 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 "Termination of the Placing".

10. By participating in the Bookbuilding Process, 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.

11. To the fullest extent permissible by law and applicable FCA rules and regulations, neither:

(a) the Joint Bookrunners;

(b) any of the Joint Bookrunners' respective affiliates, agents, directors, partners (persönlich haftende Gesellschafter), officers, consultants or employees; nor

(c) to the extent not contained within (a) or (b), any person connected with a Joint Bookrunner as defined in the FSMA ((b) and (c) being together "Representatives" and individually a "Representative" of such Joint Bookrunner),

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, neither the Joint Bookrunners nor any of their respective Representatives shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation email which will confirm the number of Placing Shares allocated to them, the Offer Price and the aggregate amount owed by them to the relevant Joint Bookrunner.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with such Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00BJL1ZF49) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Joint Bookrunners and is expected to occur on 27 July 2021 (the "Settlement Date") in accordance with the trade confirmation, contract note or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Subject to the conditions set out above, payment in respect of the Placees' allocation is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the Placing Shares are as follows:

CREST Participant ID of Singer Capital Markets: ATMAY
CREST Participant ID of Berenberg: 5KQAQ
Expected Trade Time & Date: 08.00 a.m. on 23 July 2021
Settlement & Admission Date: 27 July 2021
ISIN code for the Placing Shares: GB00BJL1ZF49

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these obligations, either Joint Bookrunner may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Offer Price.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Primary Placing Shares to such Placee or at its direction which are then unissued (and, similarly, the Seller will be released, at his absolute discretion, from all obligations to sell any Secondary Placing Shares to such Placee); (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Primary Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Company or the Joint Bookrunners may sell (and all of them are irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company, the Seller or the Joint Bookrunners as applicable (a) any amount up to the total amount due to it as, or in respect of, subscription or acquisition monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company (and/or to the Seller and/or to the Joint Bookrunners, as applicable, for the full amount of any losses or shortfall and of any costs which it or he may suffer or incur as a result of it or he (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for them. By communicating a bid for Placing Shares, each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional trade confirmation, contract note or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to 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 the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a) none of the warranties on the part of the Company contained in the Placing Agreement being untrue, incorrect or misleading at the applicable time given, by reference to the facts and circumstances then subsisting;

(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;

(c) the delivery by the Company to the Joint Bookrunners of certain customary documentation;

(d) the term sheet, recording the details of the Placing (including, inter alia, the number of Placing Shares to be placed), having been executed by the Company and the Joint Bookrunners, and the results of the Placing having been published via a regulation information service, in each case by no later 7.00 a.m. on 9 July 2021 (or such later time and/or date as the Company and the Joint Bookrunners may agree);

(e) the Resolutions having been duly passed at the General Meeting;

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

(g) the Sell-down Agreement also becoming unconditional in accordance with its terms; and

(h) Admission having become effective at or before 8.00 a.m. on 27 July 2021 (or such later time and/or date as the Joint Bookrunners may agree with the Company not being later than 8.00 a.m. on 10 August 2021),

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "conditions").

If any of the conditions 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 Joint Bookrunners 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.

The Placing Agreement will not become unconditional unless the Sell-down Agreement becomes unconditional, and vice-versa. If either agreement does not become unconditional, therefore, the Placing will not proceed.

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

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement and/or in the Sell-down 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 in the Placing Agreement relating to Admission referred to in paragraph (h) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

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

Neither the Joint Bookrunners nor any of their respective Representatives nor the Company nor the Seller, as applicable shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them 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 any of them 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 Joint Bookrunners.

Termination of the Placing

The Joint Bookrunners may, in their absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a) 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 Fundraising has been discovered to be untrue or incorrect in any material respect or misleading; or

(b) there has, in the opinion of either Joint Bookrunner, been a breach of the warranties given to them in the Placing Agreement or such warranties have become untrue, incorrect or misleading at the applicable time given; or

(c) there exists, in the opinion of either Joint Bookrunner, a right to claim under the indemnification provisions in the Placing Agreement; or

(d) any of the conditions in the Placing Agreement have become incapable of fulfilment before the latest time provided for their fulfilment and have not (where permitted) been waived by the Joint Bookrunners; or

(e) there has, in the good faith opinion of either Joint Bookrunner, been a material adverse change in respect of the Company and its group; or

(f) there has in the opinion of either Joint Bookrunner, there has been a force majeure event which is likely materially and adversely to affect the financial or trading position or prospects of the Company and its group or to have a materially prejudicial effect on the Placing or Admission or makes it impracticable or inadvisable to proceed with the Placing or Admission; or

(g) the Sell-down Agreement has terminated in accordance with its terms.

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 Bookbuilding Process, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners (or either of them) 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 Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective Representatives 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.

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 Joint Bookrunner of a trade confirmation, contract note or other (oral or written) confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, agrees and undertakes (for itself and for any such prospective Placee) that (save where the Joint Bookrunners expressly agree in writing to the contrary):

1. it has read and understood this Announcement 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 (and will not receive) 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 UK Prospectus Regulation or other applicable law; and

(b) has been or will be prepared in connection with the Placing;

3. the 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 for Companies (the "AIM Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the EUWA (the "UK MAR")), 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 neither the Joint Bookrunners nor the Company nor any of their respective Representatives nor 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 or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

5. neither Joint Bookrunner nor any person acting on behalf of it nor any of their respective Representatives 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 fraudulent misrepresentation made by that person;

6.

(a) the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in 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) neither the Joint Bookrunners, nor the Company (nor any of their respective Representatives) have 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) it has not relied on any investigation that the Joint Bookrunners or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Bookrunners nor any persons acting on their behalf nor any of their respective Representatives 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 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, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8. 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, New Zealand, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

9. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan, 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 the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

10. it and the beneficial owner of the Placing Shares 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" as defined in, and in accordance with, Regulation S under the Securities Act;

11. it understands that 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 or from the United States except pursuant to an effective registration 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 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;

13. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

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

15. no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

16. it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Joint Bookrunners determine;

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

(a) is entitled to acquire 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 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) 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 acquisition of Placing Shares;

18. none of the Joint Bookrunners, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective 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;

19. it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which, inter alia, the relevant Placing Shares may be placed with others on such terms as the relevant Joint Bookrunner determines in its absolute discretion 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;

20. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to purchase and/or subscribe for, and that the Company may call upon it to purchase and/or subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21. 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,

and that neither the Joint Bookrunners nor the Company nor the Seller 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 Placing Shares pursuant to the Placing and agrees to indemnify the Company, the Seller and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

22. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability 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) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

23. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) 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;

24. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

25. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Bookrunners has been given to each proposed offer or resale;

26. if in the United Kingdom, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

27. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in a Relevant State 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 within the meaning of the UK Prospectus Regulation an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

28. 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 relevant communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by either Joint Bookrunner in its capacity as an authorised person under section 21 of the 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;

29. 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);

30. if it has received any inside information (for the purposes of the UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;

(b) encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or

(c) unlawfully disclosed such information to any person, prior to the information being made publicly available;

31. it:

(a) has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");

(b) is not a person:

(i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide at their sole discretion;

32. in order to ensure compliance with the Regulations, each Joint Bookrunner (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 relevant Joint Bookrunner 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 Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the relevant Joint Bookrunner's 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 relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the relevant Joint Bookrunner and/or the Company may, at its absolute discretion, 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;

33. each Bookrunner and its Representatives, 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 Joint Bookrunners and/or any of their respective Representatives acting as an investor for its or their own account(s). Neither the Joint Bookrunners 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;

34. its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;

35. any money held in an account with either Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Joint Bookrunner's money in accordance with the client money rules and will be used by the Joint Bookrunners in the course of its business; and the Placee will rank only as a general creditor of the Joint Bookrunner;

36. each Joint Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;

37. neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described in this Announcement;

38. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any 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 Joint Bookrunners' conduct of the Placing;

39. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring 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;

40. it irrevocably appoints any duly authorised officer of each Joint Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;

41. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

42. time is of the essence as regards its obligations under this Appendix;

43. 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 any address provided by it to a Joint Bookrunner;

44. the Placing Shares will be purchased and/or issued and subscribed for subject to the terms and conditions of this Appendix;

45. the terms and conditions contained in this Appendix and all documents into which this Appendix 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 Placing Shares pursuant to the Bookbuilding Process and/or 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 such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and

46. the Company, the Seller, the Joint Bookrunners and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements and undertakings, which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Seller, the Joint Bookrunners and each of their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Joint Bookrunners, the Company or each of their respective Representatives or the Seller arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The rights and remedies of the Joint Bookrunners, the Seller 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 or partial exercise of one will not prevent the exercise of others.

The agreement to allot and issue Primary Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Similarly, the agreement to transfer the Secondary Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to the immediate sale to, and purchase by, such Placees, or such persons as they nominate as their agents. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Seller nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Joint Bookrunners accordingly. In addition, Placees should note that they will be liable for any capital duty, 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 and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that the Company, the Seller and the Joint Bookrunners in the event that the Company, the Seller and/or the Joint Bookrunners have incurred any such liability to such taxes or duties.

Singer Capital Markets Advisory LLP is authorised and regulated by the FCA in the United Kingdom and is acting as nominated adviser to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement. Singer Capital Markets Advisory LLP's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners 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.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners may (at their absolute discretion) satisfy their obligations to procure Placees by themselves (or either Joint Bookrunner) 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.

When a Placee or any person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence, this money will not be segregated from such Joint Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

(a) if he is an individual, his nationality; or

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

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

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.

DEFINITIONS

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

"Act"	the Companies Act 2006 (as amended)
"Admission"	admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM Market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Berenberg"	Joh. Berenberg, Gossler & Co. KG, London Branch, the Company's joint broker and joint bookrunner
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Company" or "essensys"	essensys plc, a company incorporated and registered in England and Wales under the Act with registered number 11780413
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board"	the directors of the Company or any duly authorised committee thereof
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlements"	in respect of each Qualifying CREST Shareholder, an entitlement equal to 10 times their balance of Existing Ordinary Shares held at the Record Time has been credited (in addition to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Open Offer Entitlements"	an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Shares"	Open Offer Shares applied for by Qualifying Shareholders under the Excess Application facility
"Ex-Entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 7 July 2021
"Existing Ordinary Shares"	the 52,743,329 Ordinary Shares in issue as at the date of this Announcement
"FCA"	the UK Financial Conduct Authority
"Form of Proxy"	the form of proxy for use in connection with the General Meeting which will accompany the Circular
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	together, the Primary Placing and the Open Offer
"General Meeting"	the general meeting of the Company to be held at the offices of the Company at Aldgate Tower, 7th Floor, 2 Leman Street, London E1 8FA at 9.30 a.m. on 26 July 2021 (or any adjournment thereof), notice of which will be set out in the Circular
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"Joint Bookrunners"	together, Singer and Berenberg
"London Stock Exchange"	London Stock Exchange plc
"Money Laundering Regulations"	The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)
"New Ordinary Shares"	together, the Primary Placing Shares and the Open Offer Shares
"Nominated Adviser"	Singer Capital Markets Advisory LLP (together with its affiliates), the Company's nominated adviser
"Notice of General Meeting"	the notice convening the General Meeting which will be set out in the Circular
"Offer Price"	285 pence per Ordinary Share
"Open Offer"	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Offer Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement"	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	the up to 701,755 new Ordinary Shares to be issued by the Company pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of 0.25 pence each in the capital of the Company
"Overseas Shareholders"	Shareholders with a registered address outside the United Kingdom
"Placing"	together, the Primary Placing and the Secondary Placing
"Placing Agreement"	the conditional agreement dated 8 July 2021 and made between the Joint Bookrunners and the Company in relation to the Fundraising
"Placing Shares"	together, the Primary Placing Shares and the Secondary Placing Shares
"Primary Placing"	the conditional placing of the Primary Placing Shares by the Joint Bookrunners, as agents on behalf of the Company, pursuant to the Placing Agreement
"Primary Placing Shares"	the up to 10,984,552 new Ordinary Shares to be issued pursuant to the Primary Placing
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction
"Record Date"	7 July 2021
"Registrars" or "Receiving Agent"	Equiniti Limited
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolutions"	the resolutions set out in the Notice of General Meeting
"Restricted Jurisdiction"	the United States, Canada, Australia, the Republic of South Africa, New Zealand, Japan or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations
"Secondary Placing"	the conditional placing of the Secondary Placing Shares by the Joint Bookrunners, as agents on behalf of the Seller, pursuant to the Sell-down Agreement
"Secondary Placing Shares"	the 2,219,563 existing Ordinary Shares to be sold pursuant to the Secondary Placing
"Sell-down Agreement"	the conditional agreement dated 8 July 2021 and made between the Joint Bookrunners and the Seller in relation to the Secondary Placing
"Seller"	Mark Furness
"Shareholders"	holders of Ordinary Shares from time to time
"Singer"	Singer Capital Markets Securities Limited, the Company's joint broker and joint bookrunner
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

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Essensys (ESYS)

Thursday, 21st November 2024

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