Proposed Acquisition and Placing

RNS Number : 8861S

GB Group PLC

18 November 2021

 

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT.

NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE OR THE REPUBLIC OF SOUTH AFRICA.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GB GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

18 November 2021

GB GROUP PLC

(the "Company" and together with its subsidiary undertakings "GBG" or the "Group")

Proposed Acquisition of Acuant Intermediate Holding Corp ("Acuant")

and

Proposed placing and retail offer of new ordinary shares to raise up to £305 million

GB Group plc (AIM: GBG), the expert in digital location, identity and identity fraud software, is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of Acuant (the "Acquisition"), a leading US Identity Verification and Identity Fraud prevention business, for a cash free, debt free enterprise value of $736 million (c.£547 million). The Acquisition brings together two of the leaders in the global digital identity market, with combined revenue of c.£265 million.

Strategic Rationale

· Combination creates a global leader in Identity Verification and Identity Fraud prevention

· Materially increases GBG's US presence and primes the enlarged group for accelerated global expansion

· Complementary customer base provides the enlarged Group with significant cross-selling opportunities and customer vertical diversification

· Accelerates GBG's data, product and platform strategy by approximately two years

· Highly additive in terms of scarce, high-quality talent with combination underpinned by long-standing commercial relationship, shared vision and culture

· Entirely consistent with GBG's long term strategy for global growth

Financial Highlights

· Acuant is a fast-growing, profitable and cash generative business which is strategically aligned with GBG and is expected to enhance the enlarged Group's revenue growth while maintaining its robust margin profile

· For the twelve months ended 30 September 2021 Acuant generated $58.1 million in revenue, an increase of 22% on the year to 30 September 2020, with the business continuing to trade strongly on a like-for-like basis since September

· Over the medium term Acuant is expected to grow annual revenue at c.25% driven by its higher rate of growth in subscription revenue

· Acuant achieved LTM adjusted operating profit to 31 July 2021 of $11.4 million¹, representing a 20% margin

· With synergies the Acquisition is expected to deliver incremental operating profit of approximately £5 million in the financial year ending 31 March 2023

· Acuant is highly cash generative with cash conversion c.100% and negative net working capital

· The Acquisition is expected to be earnings neutral in FY23 (post-synergies), Acuant's first full year under GBG ownership, and to be accretive thereafter

Transaction Highlights

· The Company intends to finance the Acquisition and associated expenses through a cash box placing of new ordinary shares to institutional investors (the "Placing") to raise aggregate gross proceeds of £300 million (c.$404 million), approximately $117 million (c.£87 million) of GBG ordinary shares issued to certain of the Acuant vendors (the "Rollover Shares"), and the balance from a combination of approximately $210 million (c.£155 million) partial drawdown against a new £175 million revolving credit facility (the "RCF") and existing cash on balance sheet

· Acuant management and Acuant's private equity majority owner, Audax Private Equity ("Audax"), are rolling approximately 28% and approximately 19% of their respective holdings in Acuant into the combined Group

· Rollover Shares will be issued to Acuant management and Audax at the same price per ordinary share as institutional investors will pay in the Placing

· The Acquisition is conditional upon, inter alia, admission of the Placing Shares to trading on AIM ("Admission")

· Completion is expected to occur on or around 29 November 2021

Fundraising Highlights

· Cash box placing to raise aggregate gross proceeds of £300 million (c.$404 million)

· The Company also intends to make an offer of new ordinary shares on the PrimaryBid platform (the "Retail Offer") to raise aggregate gross proceeds of up to £5 million, providing retail investors in the United Kingdom an opportunity to participate in the equity fundraise. A separate announcement will be made shortly regarding the Retail Offer and its terms

· Together, the total number of new ordinary shares to be issued pursuant to the Placing (the "Placing Shares") and the Retail Offer (the "Retail Offer Shares") will not exceed c.21% of the current issued ordinary share capital of the Company

· The Placing is being conducted through an accelerated book build process being managed jointly by Peel Hunt LLP ("Peel Hunt"), Jefferies International Limited and Jefferies GmbH (together, "Jefferies") acting as joint global co-ordinators and joint bookrunners (Jefferies and Peel Hunt, together the "Joint Bookrunners")

· The book build will open with immediate effect following this announcement

· Details of the price at which the Placing Shares and the Retail Offer Shares (together, the "Offer Shares") are to be placed and the number of Offer Shares will be announced as soon as reasonably practicable after the close of the book build process

· It is expected that Admission will occur and that dealings in the Offer Shares will commence at 8.00 a.m. on 23 November 2021

· The Placing is conditional upon, amongst other things, Admission becoming effective and the placing agreement between the Company and the Joint Bookrunners becoming unconditional and not being terminated in accordance with its terms

· Further details of the terms and conditions of the Placing are set out in Appendix 1 to this announcement (which forms part of this announcement, such announcement and its Appendices together being the "Announcement")

· The Retail Offer is not made subject to the terms and conditions set out in Appendix 1 to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly regarding the Retail Offer

· The Retail Offer is also conditional, amongst other things, upon completion of the Placing, but the Placing is not conditional on the Retail Offer

[1]   Note: All Acuant financial information in this Announcement has been prepared under US GAAP using different accounting policies to those of GBG. It is also unaudited and presented on a pro forma basis taking account of acquired businesses throughout.

Chris Clark, GBG's CEO, commented:

"We are delighted to announce the acquisition of Acuant. This is a business that we have worked with - and admired - for many years. The combination of our two businesses is a complementary and powerful one. Together, we are creating a global leader in Identity Verification as well as strengthening our capability to capitalise on the adjacent, emerging and fast growing Identify Fraud market.

The US is the largest and most strategic market for location, identity and fraud services. The combination of GBG and Acuant accelerates our share in this market, increasing scale, customer base and introducing us to new and exciting sectors. As importantly, it also strengthens the breadth of our technology portfolio which we can use to support our current customers in new ways in growth geographies such as APAC and Europe, where we already have a strong footprint. 

The team at Acuant bring new skills and talent to GBG, an aligned culture and a shared vision to enable trust in the digital economy. We look forward to welcoming these new colleagues to the GBG family and are excited about the potential of the combined businesses and the acceleration this gives to our growth and strategic goals. "

Yossi Zekri, Acuant's President and CEO, commented:

"This is an exciting day for Acuant. We are very proud of everything that Acuant has achieved to date - building a world class technology portfolio and a strong market position in the US across multiple sectors. There is still significant opportunity ahead and we feel that being part of GBG is the best way for us to capitalise on those opportunities. Our customer, technology and geographical mix is highly complementary and culturally we are aligned both in how we invest in our people and look after our customers. We are very much looking forward to working together in the years ahead!"

For further information, please contact:

GB Group plc Chris Clark, CEO David Ward, CFO	[phone]
Peel Hunt LLP (Nominated Adviser, Broker, Joint Global Co-ordinator and Joint Bookrunner) IBD: Edward Knight, Paul Gillam, Tom Ballard, James Smith Syndicate: Al Rae, Sohail Akbar	[phone]
Jefferies International Limited (Financial Adviser, Joint Global Co-ordinator and Joint Bookrunner)	[phone]
Nandan Shinkre, Simon Hardy, Thomas Bective, Will Soutar, Eric Muehlbradt
Tulchan Communications LLP James Macey White, Matt Low, Mark Burgess	[phone] [e-mail]

This Announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. The person responsible for arranging for the release of this Announcement on behalf of the Company is Annabelle Burton, Company Secretary.

About GBG

GBG are the experts in digital location, identity and identity fraud software, helping organisations across the globe eliminate customer friction and fraud from their digital experiences. GBG develop and deliver digital identity, address verification, fraud prevention and compliance software to over 20,000 customers globally.

Through the combination of the latest technology, the most accurate data and unrivalled expertise, GBG helps organisations ranging from start-ups to the largest consumer and technology brands in the world deliver seamless experiences, enabling their customers to transact online with greater confidence.

Headquartered in the UK with over 1,000 team members across 15 countries.

About Acuant

Headquartered in Los Angeles, United States, Acuant is a market leader in digital identity verification services, with over 20 years of knowledge and experience in the space. Acuant leverages this heritage to service more than 1,000 customers across diversified vertical markets in the US, Mexico and the UK.

Acuant's Trusted Identity Platform provides AI-powered identity verification, regulatory compliance (AML/KYC) and digital identity solutions that deliver high-levels of accuracy and efficiency by leveraging its Cloud-first / omni-channel architecture, vast document library and advanced data platform.

Led by President and Chief Executive Officer, Yossi Zekri, Acuant has 209 employees with research and development capabilities in the US, Israel, and the UK, with in-depth expertise in data science, biometrics and platform design and build.

1.  Introduction to the Acquisition

GBG is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of Acuant for consideration of $736 million (c.£547 million), subject to customary adjustments. The Acquisition enables GBG to expand further into the US - the world's largest and most strategically-important market for Digital Identity and Fraud Prevention - and creates a global leader in data, document and biometric driven identity verification. Acuant will also provide the enlarged Group with incremental exposure to Identity Fraud, the fastest-growing adjacent sector to the Identity Verification market.

Acuant is a fast-growing, highly-profitable and cash generative business which is strategically well-aligned with GBG. It is a market leading provider of AI-powered digital identity verification services. Established in 1999, Acuant is majority owned by Audax and management, led by President and Chief Executive Officer, Yossi Zekri. Acuant has 209 employees and is headquartered in Los Angeles, United States with research and development capabilities in the US, Israel and the UK.

GBG and Acuant have a long-standing commercial relationship and this familiarity with the Acuant business and its management will help to de-risk integration and facilitate the delivery of synergies. GBG's M&A track record of successfully integrating 13 acquisitions since 2011 reinforces the Board's confidence in rapidly integrating Acuant and delivering on the significant benefits of the combination.

The Company intends to finance the Acquisition and associated expenses through the Placing to raise aggregate gross proceeds of up to £305 million (c.$411 million), approximately £87 million (c.$117 million) of GBG ordinary shares issued to certain of the Acuant vendors and the balance from a combination of approximately $210 million (c.£155 million) partial drawdown against a new £175 million multi-currency RCF and existing cash on balance sheet.

Completion of the Acquisition, which is subject to admission of the Placing Shares to trading on AIM, is expected to occur on or around 29 November 2021.

2.  Reasons for the Acquisition

The Acquisition is wholly aligned with GBG's strategic development priorities, delivering geographic expansion, expanding the customer base, enhancing GBG's data, product and technology offering and benefiting the Group financially.

Acuant increases GBG's US presence and enhances its platform for accelerated global expansion

The total addressable market for Global Identity Verification is estimated to be $15.8 billion by 2025. With c.40% global market share, North America is the largest market opportunity. The Acquisition enables the Group to expand further into the US and gain greater exposure to this large and fast-growing market. Following completion, the US will be the Group's largest market. The combination will create a global leader in digital identity, regulatory compliance (AML/KYC), biometric and automated document verification, leveraging Acuant's vast document library, with 6,000 identity documents covering 200 countries and territories, and its advanced data platform. Additionally, the combined product portfolio primes the Group for accelerated expansion into APAC, Europe and other new geographies.

Acuant's complementary product offering also represents an opportunity for GBG to diversify into the naturally adjacent Identity Fraud market which is expected to grow at a 15.8% CAGR from 2020 to 2025 and is expected to be worth $9.6 billion by 2025. With c.37% market share in Global Identity Fraud, North America is a key market for this category and Acuant's US nexus provides GBG with an established platform to capture further growth in this segment.

Acuant's new customer verticals and complementary customer base provides the enlarged Group with multiple sales opportunities

As a trusted global provider of digital identity verification services Acuant maintains a high quality and diverse client base of over 1,000 clients. Acuant has worked with leading global partners in every major industry for more than 20 years, securing, scaling and streamlining trusted transactions, supported by access to a digitalised identity document library containing 6,000 documents covering 200 countries and territories.

Acuant has a diverse and complementary customer base and is able to offer GBG exposure to customers in currently under-represented sectors such as 'Automotive & Transport', 'Government & Security' and 'Healthcare & Life Sciences', diversifying GBG's sectoral exposure and customer base. When combined with the broader product suite post-combination, this sizeable and diverse customer base will provide meaningful cross-selling opportunities.

Acuant also has an extensive network of channel partners who tightly integrate its technology into their solutions. These partnerships generated 42% of Acuant's FY20 revenue and GBG will also be able to leverage this route to market for its combined product portfolio.

Creates a global leader in digital ID verification and fraud prevention, delivering a differentiated proposition across the customer lifecycle

Acuant's Trusted Identity Platform provides AI-powered digital identity verification, regulatory compliance (AML/KYC) and digital identity solutions that deliver high-levels of accuracy and efficiency. This platform leverages Acuant's Cloud-first / omni-channel architecture, vast document library and advanced data capabilities.

Acuant's existing product suite will augment GBG's current offering through the provision of a single user interface solution, low code interface option, a data model built around unique person IDs and Acuant®GO - an industry-leading No Code identity verification (IDV) solution.

The combination of GBG and Acuant will also enhance the Group's competitive differentiation by offering customers a choice of both individual and end-to-end solutions, underpinned by a common user journey or orchestration layer.

Complementary products and data sets accelerates data, product and platform strategy

The combination of GBG and Acuant's data, products, roadmaps and talent is expected to accelerate GBG's product development by approximately two years. Acuant brings a market-ready SaaS version of GBG's existing on-premise fraud prevention products and Acuant's document library also has far greater coverage in the US and other markets, enhancing GBG's ability to serve clients in new territories. In addition, Acuant accelerates GBG's platform strategy with advanced customer interfaces, data capabilities and technology deployed via the Cloud. As a result, the Acquisition will enable the enlarged Group to focus future investment on product rather than platform development.

The two businesses naturally complement each other, with GBG bringing extensive Identity Verification experience with a broad range of data suppliers and Acuant bringing strong platform capabilities, in-life expertise and a broad understanding of end customer information through data management and unique person insight.

Shared vision, culture and larger pool of retained talent

With engineering and development centres in the US, Israel and the UK, the acquisition of Acuant is highly additive in terms of scarce, high-quality technical talent. All 209 employees are expected to transition to the enlarged Group. The senior management and wider team within Acuant are a good cultural fit with GBG. This cultural fit is underpinned by a common vision and strategy, built on a long-standing, multi-faceted commercial relationship between the two businesses. Acuant management and their private equity majority owner, Audax, share GBG's confidence in the benefits of the combination, and accordingly will roll approximately 28% and approximately 19%, respectively, of their equity in Acuant into the combined Group.

High performing business with an attractive financial profile

Acuant has achieved LTM Revenue to 30 September 2021 of $58.1m, an increase of 22% year-on-year. Over the medium term the Board expects Acuant to be able to grow annual revenue at c.25%, driven by a higher rate of growth in subscription revenue in the substantial market opportunity Acuant addresses, especially in the US, and the investment Acuant has made in product and people in recent years. Given the relative growth rates GBG expects that the acquisition will accelerate the growth of the enlarged Group.

Acuant's operating profit margins are similar to GBG's and going forward the enlarged Group's operating profit margin target will increase to 23-24% as the full benefits of the combination are realised.

²   Source: Markets and Markets, Identity Verification, and Fraud Detection and Prevention Reports (2020-2021). Information shall be circulated, copied, quoted, or otherwise reproduced without the prior written approval of MarketsandMarkets™

3.  Financial Information on Acuant

Acuant Historical Revenue Segmental Breakdown ($m)

	2018	2019	2020		LTM Sep-20	LTM Sep-21
Subscription/Transaction	17.4	24.2	32.4		29.5	41.4
On-Premise	20.4	20.3	17.2		18.1	16.6
Total Revenue	37.8	44.5	49.6		47.6	58.1

Acuant reports revenue through two segments: subscription/transaction and on-premise. Acuant's subscription/transaction revenue is faster-growing relative to on-premise, growing 40% in the last twelve months to September 2021 and increasing revenue at a 36% CAGR from FY18 to FY20. Overall, subscription/transaction revenue accounted for 71 % of September 2021 LTM total revenue. Following the acquisition, subscription/transaction revenue for the enlarged Group is expected to be c.90%, with less than 3% of enlarged Group revenue derived from services and hardware.

Separately, channel partner strategy is an important part of Acuant's route to market and will be additive to GBG's distribution capabilities. Acuant currently derives approximately 42% of its total revenue from channel partners.

Acuant Historical Financials to LTM Jul-21 ($m)

	2019	2020	LTM Jul-21
Revenue	44.5	49.6	57.3
Adjusted EBITDA	5.7	10.9	11.8
Adj. operating profit	5.8	10.8	11.4
Adj. operating profit margin	13%	22%	20%

Acuant derives 84% of its revenue from the US and has a proven track-record of revenue growth which will enhance GBG's overall revenue growth rate . Post combination, the enlarged Group is expected to derive c.43% of revenue from the high-growth US market (up from 36% at GBG 31 March 2021).

In addition, Acuant has grown Adjusted EBITDA and Adjusted Operating Profit significantly in recent years, with 2019 to LTM July 2021 CAGR's of 58% and 53% respectively. Acuant's operating profit margins are similar to GBG's while continuing to invest for growth in its technology, platform and go-to-market capabilities. Acuant has meaningfully expanded its go-to-market capabilities in 2020 and 2021, with Sales & Marketing spend accounting for 22% revenue in LTM to July 2021. Acuant has also invested strongly in R&D in 2021 which accounted for 22% of revenue in LTM to July 2021.

Acuant's business model drives high cash generation, negative working capital and approximately 100% cash conversion.

3 Note: All Acuant financial information in this Announcement has been prepared under US GAAP using different accounting policies to those of GBG. It is also unaudited and presented on a pro forma basis taking account of acquired businesses throughout. Audited PBT for the 12 months ended 30 December 2020 was $18.6m loss

4   Note:   Acuant had audited gross assets of $133.5 million and net assets of $37.4 million at 30 December 2020

5 Note: Pro-forma US revenue share for enlarged Group reflects geographic revenue breakdown for GBG for the financial year ended 31 March 2021 and Acuant for the financial year ended 31 December 2020, respectively.

4.  Integration Strategy

GBG has successfully integrated 13 acquisitions in the last 10 years and has a detailed integration plan in place for Acuant, supported by a highly experienced internal team. GBG has an existing commercial relationship with Acuant, underpinned by strong cultural alignment. This existing relationship and common understanding is expected to help de-risk the integration and delivery of synergies.

GBG intends all 209 Acuant employees to transfer to the enlarged Group and is incentivising key individuals accordingly. Acuant's CEO, Yossi Zekri, has participated in rollover equity arrangements, together with key members of his senior leadership team and certain Acuant employees will be eligible to participate in GBG LTIP schemes. Yossi Zekri will join the GBG Executive Team and report to Nick Brown, GBG's Group Managing Director.

The combination represents an immediate opportunity in the US to cross-sell between GBG and Acuant customers with further opportunity to leverage GBG's sales team to sell Acuant products into EMEA and APAC.

Cost synergies will be realised as technology capabilities are combined and back-office and go-to-market teams are integrated. A phased approach to the technology combination will balance near-term benefits to customers and mid-term strategic goals.

As a result of these synergies the combination is expected to deliver incremental operating profit of approximately £5 million in the financial year ending 31 March 2023.

5.  Financial Effects of the Acquisition

The Directors believe that, taking into account the business and prospects of the enlarged Group, the Acquisition is expected to be earnings neutral in FY23 (post-synergies), its first full year of ownership, and to be accretive thereafter. Over the medium term the Board expects Acuant to be able to grow annual revenue at c.25%, driven by a higher rate of growth in subscription revenue. This reflects the substantial market opportunity Acuant addresses, especially in the US, and the investment Acuant has made in products and people in recent years.

Given the two businesses' relative financial profiles, the acquisition of Acuant is expected to be accretive to GBG's revenue growth and enhance margins through operating leverage and the realisation of synergies. The Group's operating profit margin target will increase to 23-24% as the full benefits of the combination are realised.

6.  Details of the proposed Placing, Retail Offer and Admission

Under the terms of a placing agreement entered into today between Peel Hunt, Jefferies and the Company (the "Placing Agreement"), Peel Hunt and Jefferies has each agreed to use their respective reasonable endeavours to procure acquirers for the Placing Shares. Neither Peel Hunt nor Jefferies is acting for the Company with respect to the Retail Offer.

The Offer Shares will, following Admission, rank pari passu with the existing issued Ordinary Shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company following Admission.

The Placing, which is subject to the terms and conditions set out in Appendix 1 to this Announcement, is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 23 November 2021 or such later time and/or date (being not later than 30 November 2021) as the Company, Jefferies and Peel Hunt may agree. Application will be made to the London Stock Exchange for the Offer Shares to be admitted to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 23 November 2021.

The Placing will be effected by way of a cash box placing of new Ordinary Shares in the Company for non-cash consideration. Peel Hunt will subscribe for ordinary shares and redeemable preference shares in a new Jersey incorporated wholly owned subsidiary of the Company ("JerseyCo") for an amount equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to Peel Hunt. No shareholder approval is required to effect the Placing.

The Placing is not conditional on the completion of the Acquisition which is expected to close on the 29 November 2021. In the unlikely event the Acquisition does not complete by 1  December 2021 (being the long stop date under the purchase agreement for the Acquisition), the Company may, at its option, decide to use the funds for alternative acquisitions or consider a tax efficient way to return capital to its shareholders.

PrimaryBid intends to conduct an offer for the Retail Offer Shares on behalf of the Company (subject to certain size limits) on the terms outlined in a separate announcement to be made shortly. The Retail Offer is conditional on the Placing, but the Placing is not conditional on the Retail Offer. The Retail Offer will not be made available to investors outside the United Kingdom.

7.  Details of the Rollover Shares

Under the terms of the acquisition Rollover Shares equivalent to approximately $94 million will be issued to Audax representing approximately 19% of the value of their holding in Acuant. Similarly, Rollover Shares equivalent to approximately $23 million will be issued to Acuant management, representing approximately 28% of their holding in Acuant. The Rollover Shares shall be priced at the Placing Price and the number of Rollover Shares to be issued and allotted to the Rollover partners calculated following determination of the Placing Price.

Application will be made to the London Stock Exchange for the Rollover Shares to be admitted to trading on AIM. It is expected that Admission of the Rollover Shares will occur and that dealings will commence at 8.00 a.m. on 29 November 2021.

The Rollover Shares will be subject to lock-up arrangements pursuant to which Audax and the managers receiving shares will, subject to certain customary exceptions, be restricted from disposing of the Rollover Shares owned by them for, in the case of Audax, 6 months from Completion, and in the case of Acuant management receiving Rollover Shares, 24 months from Completion. Audax has further agreed that for a further 6 month period after their initial lock up period, they will affect all sales, transfers or other disposals of their Rollover Shares through the Company's Nominated Advisor so as to help maintain an orderly market.

8.  Overview of the new £175m bank facility

GBG is pleased to announce that the Company has today refinanced its existing bank facilities with the total facility increased to a £175m multi-currency revolving credit facility ("RCF") with Citibank N.A., London Branch, HSBC UK Bank PLC, Lloyds Bank PLC, Silicon Valley Bank and the Bank of Ireland. The RCF provides GBG with available borrowing of up to £175m with the leverage covenant of 3x the Group's trailing consolidated EBITDA being consistent with the existing facility.

The term of the RCF is to July 2025 with two one-year extension options. Interest is to be charged at a benchmark risk-free interest rate (Sterling Overnight Index Average (SONIA) for GBP or Secured Overnight Financing Rate (SOFR) for USD) plus a margin based on the current leverage position. The margin based on the opening leverage position is 1.75%.

An initial draw totalling approximately $210 million (c.£155 million) in US Dollars will be made by GBG in the coming week from the RCF to fund the acquisition of Acuant. The remainder of the facility is able to be used for future acquisitions or for working capital purposes.

Post transaction leverage is expected to be approximately 2x net debt to enlarged Group EBITDA.

9.   Half Year Trading Update

On 21 October 2021, GBG provided an update on its trading performance for the six months to 30 September 2021 in advance of releasing its half-year results:

"The long-term structural growth opportunities for each of GBG's three business units of Location, Identity and Fraud continue to be supported by consumer activity shifting online and an increased need for fraud prevention solutions. Each business unit grew in both reported and organic constant currency terms in the first half year period.

We are pleased to report that total revenue for the first six months is expected to be approximately £109 million, which represents an increase of 5.3% over the prior year period (before adjusting for our exit from marketing services and employment screening businesses) and an increase of 12.3% on an organic constant currency basis.

In Identity we had expected the revenue comparison for H1 to be challenging, given the substantial benefit derived from a one-off project related to the USA government's financial stimulus activity last year. However, this customer project continued into the current financial year at higher than expected volumes, generating additional revenue of approximately £4 million. We also benefitted from the increased transaction volumes across crypto-currencies, experienced in our Q4 last year, continue into April and May of this financial period. This generated a further circa £4 million of additional consumption revenue in H1. In both cases consumption volumes have now settled at normalised run rates and we anticipate these will remain at these levels through the second half of the year.

GBG's Location business continued to experience good demand across a range of sectors driven by the continuing consumer shift to greater online activity.

As anticipated our Fraud business unit experienced strong year-on-year growth as a result of easing of on premise deployment activity, new contracts and strong renewals.

As a result adjusted operating profit for H1 is expected to be approximately £27.5 million, an increase of 5% on last year and an adjusted operating profit margin of approximately 25.2%. This is marginally higher than we had expected due to the one-off revenue impacts noted above. As a result of the market opportunity available to us we continue to increase investment in GBG's people, technology and channel-to-market capacity.

The Company's balance sheet and cash conversion remains strong with net cash and treasury deposits of £39.5 million at 30 September 2021."

"Outlook

The Board remains positive about the long-term prospects for GBG. Our markets have positive structural growth drivers, we continue to invest in our market leading technology and data, enjoy long-term customer relationships and we have an outstanding global team. As a result, the Board can confirm that the outlook for the second half of FY22 continues to remain in line with its expectations."

10.   Current Trading

The Board's expectations for GBG's current year performance and beyond remain unchanged since the half year trading update published on 21 October 2021.

Acuant has traded well during its 2021 financial year which ends on 31 December. Acuant has achieved LTM revenue to 30 September 2021 of $58.1 million, an increase of 22% on the year to September 2020, with the business continuing to trade strongly on a like-for-like basis since September.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful. No public offering of the securities referred to in this Announcement is being made in any such jurisdiction or elsewhere.

No action has been taken by the Company, Jefferies International Limited ("JIL"), Jefferies GmbH ("JEG" and, together with JIL, "Jefferies") or Peel Hunt LLP ("Peel Hunt" and, together with Jefferies, the "Joint Bookrunners") or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") that would, or is intended to, permit an offer of the securities referred to in this Announcement or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement has not been approved by the UK Financial Conduct Authority or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area (the "EEA"), this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (c) other persons to whom it may otherwise lawfully be communicated (all such persons together being "Relevant Persons"). This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons and will be engaged in only with such persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to be published.

Subject to the limited circumstances described below, this Announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in, into or within the United States. The securities referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, acquired, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States.

The Placing Shares will only be offered and sold: (i) outside of the United States in accordance with Regulation S under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws and; (ii) in the United States only to a limited number of investors that are reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Any offer or sale of Placing Shares in the United States will be made only by broker-dealers who are registered as such under the US Securities Exchange Act of 1934, as amended.

No prospectus has been filed with an securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Placing Shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Placing Shares and any representation to the contrary is an offence. Each Canadian investor who purchase the Placing Shares will be deemed to have represented to the Company and the Joint Bookrunners and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Announcement (including any amendment hereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the offering of Placing Shares is conducted pursuant to any exemption from the requirement that Canadian investors be provided with certain underwriter conflicts of interest disclosure that would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

This Announcement has not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore) (the "SFA")) pursuant to Section 274 of the SFA; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the Placing Shares. As such, investors are advised to consider carefully whether the investment is suitable for them and seek independent professional advice to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. As of the date of this Announcement, the Issuer has not determined the classification of the Placing Shares under Sections 309B(1)(a) and 309B(1)(c) of the SFA. Accordingly, and pursuant to Regulations 2 and 3 of the Securities and Futures (Capital Markets Products) Regulations 2018 (the "SF(CMP)R"), the Placing Shares may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this Announcement or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Placing Shares be circulated or distributed, whether directly or indirectly: (i) to any person in Singapore other than to an institutional investor, an expert investor or an accredited investor (each as defined under Section 4A of the SFA) or any other person that is not an individual in accordance with the conditions specified in the SFA and the SF(CMP)R; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its and the combined Group's future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and the Joint Bookrunners expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

In particular, no statement in this Announcement is intended to be a profit forecast or profit estimate and no statement of a financial metric (including estimates of adjusted EBITDA, profit before tax, free cash flow or net debt) should be interpreted to mean that any financial metric for the current or future financial years would necessarily match or exceed the historical published position of the Company and its subsidiaries. Certain statements in this Announcement may contain estimates. The estimates set out in this Announcement have been prepared based on numerous assumptions and forecasts, some of which are outside of the Company's influence and/or control, and is therefore inherently uncertain and there can be no guarantee or assurance that it will be correct. The estimates have not been audited, reviewed, verified or subject to any procedures by the Company's auditors. Undue reliance should not be placed on them and there can be no guarantee or assurance that they will be correct.

Jefferies International Limited and Peel Hunt LLP are each authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies GmbH is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht. Each Joint Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing, the content of this Announcement or any other matter described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing, the content of this Announcement or any other matter described in this Announcement and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matter described in this Announcement. Neither Jefferies nor Peel Hunt is acting for the Company with respect to the Retail Offer. The responsibilities of Peel Hunt as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any director, shareholder or any other person.

This Announcement is being issued by and is the sole responsibility of the Company. 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 or on behalf of any Joint Bookrunner (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (the "FSMA") or the regulatory regime established thereunder) or by its affiliates or any of its or their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or on behalf of any Joint Bookrunner or any of its affiliates or any of its or their respective Representatives in connection with the Company, the Offer Shares, the Placing or the Retail Offer and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by any Joint Bookrunner or any of its affiliates or any of its or their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in 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.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Offer Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Offer Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

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

In connection with the Placing, each Joint Bookrunner and any of its affiliates or any of its or their respective Representatives, acting as investors for their own account, may take up a portion of the Placing Shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, any Joint Bookrunner and any of its affiliates or any of its or their respective Representatives acting in such capacity. In addition, each Joint Bookrunner and any of its affiliates or any of its or their respective Representatives may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including Appendix 1) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in Appendix 1 to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product 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 Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK 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 UK 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 UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU 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 EU 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 EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EUPROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE FINANCIAL PROMOTION ORDER; OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM 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 QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

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 INTO THE UNITED STATES.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER ANY THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

The Placing Shares are being offered and sold only (i) outside of the United States in accordance with Regulation S under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws and; (ii) in the United States only to a limited number of investors that are reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Any offer or sale of placing shares in the United States will be made only by broker-dealers who are registered as such under the US Securities Exchange Act of 1934, as amended.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any 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.

This Announcement 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, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.

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

The distribution of this Announcement and/or the Placing and/or the issue 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, officers or employees 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.

Neither this Announcement nor any part of it constitutes or forms 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, Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa 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.

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 action.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

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. Capitalised terms used but not defined herein shall have the respective meanings given to them in Appendix 2 of this Announcement.

This Announcement has been issued by, and is the sole responsibility of, the Company. 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 any Joint Bookrunner, any of their respective affiliates, agents, directors, officers or employees or any person acting on its or their behalf 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 party or its advisers, and any liability therefore is expressly disclaimed.

Each Joint Bookrunner is acting exclusively for the Company and no one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. None of the Company, the Joint Bookrunners, any of its or their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

By participating in the Bookbuild and the Placing, each Placee (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given 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.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:

1.  if it is in any member state of the EEA it is a Qualified Investor and if it is in the United Kingdom 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.  it is acquiring Placing Shares for its own account or is acquiring Placing Shares for an account with respect to which it exercises sole investment discretion, not with a view to distribution, and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

3.  if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where Placing Shares have been acquired by it on behalf persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

4.  the Placing Shares are being offered and sold to it in reliance on Regulation S, Rule 144A or pursuant to another exemption from registration under the US Securities Act, and the Placing Shares have not been, and will not be, registered under the Securities Act or under the laws of any State or other jurisdiction of the United States;

5.  it is located outside of the United States (as defined in Regulation S); and

6.  the Company and the Joint Bookrunners will rely upon the truth and accuracy of and compliance with the foregoing representations, warranties, undertakings, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Joint Bookrunner confirms to such Placee its allocation of Placing Shares.

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 no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any other jurisdiction and the Placees' commitments will be made solely on the basis of their own assessments of the Company, the Placing Shares and the Placing based on the information contained in this Announcement, the announcement of the pricing of the Placing (the "Placing Results Announcement") (together, the "Placing Documents") and any other information publicly announced through a regulatory information service ("RIS") 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 and conditions set forth in the contract note sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that such Placee has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company 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 affiliates has or shall have any responsibility or 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. Each Placee should consult its own attorney, tax adviser, and business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners are acting as joint global co-ordinators and joint bookrunners in connection with the Placing. The Joint Bookrunners are not acting for the Company with respect to the Retail Offer.

The Joint Bookrunners have today entered into 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 severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure placees for the Placing Shares.

The final number of Placing Shares at the Placing Price (as defined below) will be set out in terms of placing agreed between the Joint Bookrunners and the Company following the Bookbuild (as defined below) (the "Terms ofPlacing").

The Placing Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and 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 on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. JerseyCo Subscriber will subscribe for ordinary shares and redeemable preference shares in Project Ace Limited ("JerseyCo"), a Jersey incorporated wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in JerseyCo that will be issued to JerseyCo Subscriber.

Application for admission to trading

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for the admission of the Placing Shares to trading on AIM ("Admission").

It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 23 November 2021 (or such later time and/or date (being not later than 30 November 2021) as the Joint Bookrunners may agree with the Company) and that dealings in the Placing Shares will commence at that time.

Bookbuild

Following publication of this Announcement, the Joint Bookrunners will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Announcement 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 shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion following consultation with the Company, determine.

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

1.  The Joint Bookrunners are arranging the Placing severally, and not jointly, or jointly and severally, as bookrunners and placing agents of the Company. Participation in the Placing will be available only to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to be a Placee.

2.  The Bookbuild, if successful, will establish a single price payable to the Joint Bookrunners by Placees whose bids are successful (the "Placing Price"). The number of Placing Shares and the Placing Price will be agreed by the Company (in consultation with the Joint Bookrunners) following completion of the Bookbuild. Subject to the execution of the Terms of Placing, the Placing Price and the number of Placing Shares to be issued will be announced on an RIS following the completion of the Bookbuild via the Placing Results Announcement.

3.  To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at one of the Bookrunners. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners, or at prices up to a price limit specified in the respective Placee's bid. Bids may be scaled down by the Joint Bookrunners. Each of the Joint Bookrunners reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Joint Bookrunners' absolute discretion, subject to agreement with the Company.

4.  The Bookbuild is expected to close no later than 7.00 a.m. (London time) on 19 November 2021 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may also, notwithstanding the above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners, subject to agreement with the Company. If within a reasonable time after a request for verification of identity, the Joint Bookrunners have not received such satisfactory evidence, the Joint Bookrunners may, in consultation with the Company but at their absolute discretion, terminate the Placee's participation in the Placing in which event all funds delivered by the Placee to the Joint Bookrunners will be returned without interest to the account of the drawee bank or CREST account from which the funds were originally debited. The Company reserves the right (upon the agreement of the Joint Bookrunners) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.

5.  Allocations of the Placing Shares will be determined by the Company after consultation with the Joint Bookrunners (the proposed allocations having been supplied by the Joint Bookrunners to the Company in advance of such consultation). Subject to the execution of the Terms of Placing, allocations will be confirmed orally by the Joint Bookrunners and a contract note will be despatched as soon as possible thereafter. A Joint Bookrunner's oral confirmation to a prospective Placee constitutes an irrevocable legally binding commitment upon such prospective Placee (who will at that point become an actual Placee), in favour of the Joint Bookrunners and the Company, to acquire the number of Placing Shares allocated to such Placee and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which the bid is made and except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

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

7.  The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each such Placee of a US Investor Letter substantially in the form provided to such Placee by or on behalf of the Company.

8.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is 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 Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

10.  By participating in the Placing, each Placee agrees 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, none of the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine.

12.  The Placing Shares will be issued subject to the terms and conditions of this Announcement, and each Placee's commitment to acquire Placing Shares on the terms and conditions set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and 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.

13.  All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

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 Joint Bookrunners' obligations under the Placing Agreement are conditional on customary conditions including (amongst others):

1.  the Terms of Placing having been executed by the Company and the Joint Bookrunners;

2.  the publication by the Company of the Placing Results Announcement through a Regulatory Information Service immediately following the execution of the Terms of Placing;

3.  each of the warranties on the part of the Company in the Placing Agreement being true, accurate and not misleading on the date of the Placing Agreement, as at the time of the execution of the Terms of Placing and as at and on Admission as though, in each case, they had been given and made on such date by reference to the facts and circumstances then subsisting;

4.  in the opinion of the Joint Bookrunners (acting in good faith), there not having occurred any Material Adverse Change (as such term is defined in the Placing Agreement) at any time prior to Admission (whether or not foreseeable at the date of the Placing Agreement);

5.  the Company not being in breach of any of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied;

6.  the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

7.  (i) each of the Subscription and Transfer Agreement and Option Agreement remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the either agreement is subject having become incapable of satisfaction and not having been waived prior to Admission (save for the condition in each agreement relating to Admission); and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate either agreement;

8.  (i) the Acquisition Agreement remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the Acquisition Agreement is subject having become incapable of satisfaction and not having been waived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto a right to terminate the Acquisition Agreement; and

9.  Admission occurring by 8.00 a.m. on 23 November 2021 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing, being not later than 30 November 2021),

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

The Joint Bookrunners (if they each agree) may, at their discretion and upon such terms and conditions as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Joint Bookrunners by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by such Placee or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

None of the Joint Bookrunners, the Company, or any of their respective affiliates, agents, directors, officers or employees 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing, or for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate under the Placing Agreement

Each Joint Bookrunner, in its absolute discretion may terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst others: (i) there has been a breach by the Company of any of the warranties or representations contained in the Placing Agreement or any of such warranties or representations not being, or ceasing to be, true, accurate and not misleading; (ii) in the opinion of any Joint Bookrunners (acting in good faith), there has been a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement) or a Specified Event (as such term is defined in the Placing Agreement); (iii) upon the occurrence of certain force majeure events; or (iv) if the Company's application for Admission is withdrawn or refused by the London Stock Exchange.

If only one Joint Bookrunner gives notice to terminate the Placing Agreement in circumstances where they are able, the Joint Bookrunner which does not give such notice may allow the Placing and Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the Joint Bookrunner which has given notice to terminate.

If the Placing Agreement is terminated by both Joint Bookrunners 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 may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees that (i) the exercise by any of the Joint Bookrunners of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and that such Joint Bookrunner need not make any reference to, or consult with, Placees and that such Joint Bookrunner shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) such Placee's rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and such Placee's participation will not be capable of rescission or termination by it after oral confirmation by the Joint Bookrunners of the allocation and commitments following the close of the Bookbuild.

Lock-up arrangements

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and 180 days after Admission, it will not, and will procure that no Group Company will, without the prior written consent of the Joint Bookrunners (i) directly or indirectly, issue, allot, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares; or (ii) enter into any swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or other shares in the capital of the Company, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not prevent or restrict (x) any action required in accordance with the Placing or in connection with the Retail Offer or the issue of the Rollover Shares or (y) the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company at the date of this Agreement and disclosed in the Accounts or Publicly Available Information.

This restriction does not apply to the issue and allotment of the Rollover Shares.

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

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB0006870611) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the relevant Joint Bookrunner stating the number of Placing Shares allocated to such Placee at the Placing Price, the aggregate amount owed by such Placee to the Joint Bookrunner and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the relevant Joint Bookrunner.

The Company will deliver the Placing Shares to a CREST account operated by the relevant Joint Bookrunner (or either of them) as agent for the Company and the relevant Joint Bookrunner will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take place on 23 November 2021 on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Bookrunners' 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 aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued 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, as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar tax or duty (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of the Joint Bookrunners nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Bookrunners (in their capacity as joint bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

General

1.  it has read and understood this Announcement in its entirety and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and 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 the Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2.  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 rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;

3.  the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. None of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Joint Bookrunners on an after-tax basis in respect of any Indemnified Taxes;

4.  none of the Joint Bookrunners nor any of their respective affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than the relevant Joint Bookrunner) in connection with the Placing;

5.  time is of the essence as regards its obligations under this Announcement;

6.  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 the Joint Bookrunners;

No distribution of Announcement

7.  it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;

No prospectus

8.  no prospectus or other offering document is required under the EU Prospectus Regulation or the UK Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

Purchases by Joint Bookrunners for their own account

9.  in connection with the Placing, the Joint Bookrunners and any of their affiliates acting as an investor for its own account may acquire Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Joint Bookrunners or any of their affiliates acting in such capacity;

10.  each of the Joint Bookrunners and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

11.  the Joint Bookrunners do not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;

12.  a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, MiFID II requirements and/or its allocation policies;

No fiduciary duty or client of the Joint Bookrunners

13.  the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

14.  its participation in the Placing is on the basis that it is not and will not be a client of any of the Joint Bookrunners in connection with its participation in the Placing and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

No responsibility of the Joint Bookrunners for information

15.  the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and none of the Joint Bookrunners nor their respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise 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 the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

Reliance on information regarding the Placing

16.   

(a)  the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to acquire Placing Shares is contained in the Placing Documents, or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 16(a)) such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

(b)  it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by any of the Joint Bookrunners or the Company or any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

(c)  it has not relied on any information relating to the Company contained in any research reports prepared by any of the Joint Bookrunners, any of their respective affiliates or any person acting on its or their behalf and none of the Joint Bookrunners, nor the Company, or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of the Joint Bookrunners, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and

(d)  none of the Joint Bookrunners or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement,

provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

Conducted own investigation and due diligence

17.  it may not rely, and has not relied, on any investigation that the Joint Bookrunners, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares, the terms and conditions of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

18.  in making any decision to acquire Placing Shares it:

(a)  has such knowledge, sophistication and experience in financial, business and international investment matters to be capable of evaluating the merits and risks of acquiring the Placing Shares;

(b)  will not look to the Joint Bookrunners for all or part of any such loss it may suffer;

(c)  is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d)  is able to sustain a complete loss of an investment in the Placing Shares;

(e)  has no need for liquidity with respect to its investment in the Placing Shares;

(f)  has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

(g)  has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

Capacity and authority

19.  it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, not with a view to distribution, and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;

20.  it undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

21.  it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a)  duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and

(b)  and will remain liable to the Company and/or the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

22.  it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, 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 has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms and conditions set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Joint Bookrunners, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

23.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account;

24.  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 for upon the terms and conditions of this Announcement;

Excluded territories

25.  the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the United States, Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

26.  the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and 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, Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

27.  unless otherwise specifically agreed with the Joint Bookrunners, it is not and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Japan, New Zealand, Singapore the Republic of South Africa or any province or territory of Canada;

28.  it may be asked to disclose in writing or orally to the Joint Bookrunners:

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

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

29.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing (including electronic copies thereof) in or into or from the United States, Australia, Canada, Japan, New Zealand, Singapore or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

Compliance with US securities laws

30.  the Placing Shares are being offered and sold on behalf of the Company (i) outside the United States in offshore transactions (as defined in Regulation S) pursuant to Regulation S under the US Securities Act and (ii) in the United States solely to a limited number of investors reasonably believed to be QIBs who have executed and delivered to the Company, a US Investor Letter substantially in the form provided to it, in reliance upon Rule 144A or another exemption from, or transaction not subject to, the registration requirements under the US Securities Act;

31.  it understands that, and each account it represents has been advised and acknowledges that, (i) the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold, transferred or resold, directly or indirectly, in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the US Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

32.  except for a limited number of QIBs who have executed and delivered to the Company and the Joint Bookrunners, a US Investor Letter substantially in the form provided to such QIB, (i) it and the person(s), if any, for whose account or benefit it is acquiring Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;

Compliance with EEA selling restrictions and the EU Prospectus Regulation

33.  if in a member state of the EEA, unless otherwise specifically agreed with the Joint Bookrunners in writing, it is a Qualified Investor;

34.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

35.  if 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 will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in a member state of the EEA 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;

Compliance with UK selling restrictions, the UK Prospectus Regulation, the FSMA and the UK Market Abuse Regulation

36.  if in the United Kingdom, it is a Relevant Person;

37.  if 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 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 UK other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the UK other than Relevant Persons, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

38.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, 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;

39.  it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person, and it acknowledges and agrees that the Placing Documents have not and will not have been approved by any 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 were made or approved as a financial promotion by an authorised person;

40.  it has complied and 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 applicable provisions in the FSMA and the UK Market Abuse Regulation in respect of anything done in, from or otherwise involving, the United Kingdom);

Compliance with Canadian laws

41.  if resident in Canada,

(a)  it is resident in one of Alberta, British Columbia, Manitoba, Ontario or Quebec;

(b)  it is purchasing the Placing Shares as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution;

(c)  it is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario);

(d)  is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

(e)  it is not a person created or used solely to purchase or hold the Placing Shares as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106;

(f)  it acknowledges (i) a report of trade is required to be filed with the securities regulators or regulatory authority in its province of residence containing certain information about it which report of trade will include its full legal name, address, telephone number and email address, the number and type of securities purchased, the total purchase price paid for such securities, the date of the closing and specific details of the prospectus exemption relied upon under applicable securities laws to complete such purchase, (ii) the information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, (iii) such information may become available to the public in accordance with the requirements of applicable securities and freedom of information laws, (iv) the information is being collected for the purposes of the administration and enforcement ff the securities legislation of the applicable province where such purchaser is resident; (v) it may contact the public official in the applicable province with respect to questions about the regulator's indirect collection of such information; and (vi) it authorizes the indirect collection of the information described in this subparagraph f and consents to the disclosure of such information to the public through the filing of a report of trade with the applicable securities regulatory authority or regulator;

(g)  none of the funds that it is using to purchase the Placing Shares are, to the best of its knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities, are not proceeds of crime for the purpose of the Criminal Code (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the "Anti-Money Laundering Laws") and to the best of its knowledge, such funds (i) have not been or will not be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are not being tendered on behalf of a person or entity (A) with whom the Company or the Joint Bookrunners would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations or (B) who has not been identified to it;

(h)  it is not a person or entity identified on a list established under any Anti-Money Laundering Law (including, without limitation, Section 83.05 of the Criminal Code (Canada)) and is not a person or entity identified in the legislation or regulations enacting any economic or financial sanctions, laws, regulations, embargoes, or restrictive measures imposed, administered or enforced by Canada, including but not limited to, the provisions of the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Special Economic Measures Act (Canada), sanctions resolutions and regulations of the United Nations adopted by Canada under the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (and regulations thereunder) or any other economic sanctions laws administered by Foreign Affairs and International Trade Canada or the Department of Public Safety Canada (collectively, "Canadian Economic Sanctions"); and

(i)  it acknowledges and agrees that the Company and the Joint Bookrunners may in the future be required by law to disclose the name of any other information relating to it and any purchase of the Placing Shares, on a confidential basis, pursuant to the Anti-Money Laundering Laws and the legislation, regulations or instruments enacting Canadian Economic Sanctions or as otherwise may be required by applicable laws, regulations or rules;

Compliance with Singaporean laws

42.  if it is in Singapore, it is an "institutional investor" as such term is defined in section 4A of the Securities and Futures Act (Chapter 289) of Singapore;

Compliance with laws

43.  if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

44.  it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of the UK Market Abuse Regulation and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

45.  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 identify 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, either 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;

Depositary receipts and clearance services

46.  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 (depositary receipts and clearance services) and the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

Undertaking to make payment

47.  it (and any person acting on its behalf) has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;

Money held on account

48.  any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting 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 the relevant 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;

Allocation

49.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

No recommendation

50.  none of the Joint Bookrunners, their respective affiliates, or any person acting on behalf of any of them, is making any recommendations to such Placee, or advising such Placee regarding the suitability of any transactions it may enter into in connection with the Placing;

Inside information

51.  if it has received any 'inside information' (for the purposes of the UK Market Abuse Regulation and section 56 of the Criminal Justice Act 1993) in relation to the Company and the Company's securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of the UK Market Abuse Regulation and associated delegated regulations and it has not:

(a)  used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b)  used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

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

Rights and remedies

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

Governing law and jurisdiction

53.  these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and such Placee submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either 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.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as each of the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on its or their behalf) and are irrevocable. The Joint Bookrunners, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

Indemnity

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, the Joint Bookrunners and their respective affiliates, agents, directors, officers and employees 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 (or by any person acting on such Placee's behalf) in this Announcement or incurred by the Joint Bookrunners, the Company or each of their respective affiliates, agents, directors, officers or employees arising out of or in connection with the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.

Taxation

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

The Company and the Joint Bookrunners are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, seek its own advice as to whether any such tax liability arises and notify the Joint Bookrunners and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents 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. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by 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, the Placing Documents.
 

APPENDIX 2 - Definitions

Acquisition	the acquisition by the Company of the entire issued and to be issued share capital of Acuant;
Acquisition Agreement	the share purchase agreement dated the date of this Announcement between the Company and the Seller;
Acuant	Acuant Intermediate Holding Corp.;
Admission	the admission of the Offer Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;
affiliate	has the meaning given to such term in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings;
AIM	a market operated by the LSE;
AIM Rules	the rules for AIM companies and their nominated advisers issued by the LSE;
Announcement	this announcement, including the appendices and the terms and conditions set out herein;
Audax	Audax Private Equity;
Bookbuild	the accelerated bookbuilding process to determine demand for participation in the Placing by Placees;
Company	GB Group plc;
Conditions	the conditions under the Placing Agreement to which the Joint Bookrunners' obligations are subject;
CREST	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;
EEA	the European Economic Area
EU Prospectus Regulation	Regulation (EU) 2017/1129;
Euroclear	Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;
EUWA	the European Union (Withdrawal) Act 2018;
FCA	the UK Financial Conduct Authority;
Financial Promotion Order	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended;
FSMA	the Financial Services and Markets Act 2000 (as amended);
Group or GBG	the Company and its subsidiary undertakings;
Jefferies	Jefferies International Limited and Jefferies GmbH;
JerseyCo	Project Ace Limited;
JerseyCo Subscriber	Peel Hunt;
Joint Bookrunners	Peel Hunt and Jefferies;
MiFID II	EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the EUWA;
Offer Shares	the Placing Shares and the Retail Offer Shares;
Option Agreement	the option agreement entered into between the Company, the JerseyCo Subscriber and JerseyCo on or about the date hereof;
Ordinary Shares	ordinary shares of 2.5 pence each in the capital of the Company;
Peel Hunt	Peel Hunt LLP;
Placee	any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given;
Placing	the proposed conditional placing by the Joint Bookrunners, as agent to the Company, of the Placing Shares at the Placing Price pursuant to the terms and conditions set out in this Announcement;
Placing Agreement	the agreement between the Company the Joint Bookrunners dated the date of this Announcement in connection with the Placing;
Placing Documents	this Announcement and the Placing Results Announcement;
Placing Results Announcement	the announcement published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Terms of Placing;
Placing Price	the price per Ordinary Share at which the Placing Shares are placed;
Placing Shares	the new Ordinary Shares to be allotted and issued by the Company pursuant to the Placing;
Publicly Available Information	any information (other than the Placing Documents) publicly announced through a RIS by or on behalf of the Company on or prior to the date of this Announcement;
Qualified Investors	qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation;
QIB	has the meaning given to "qualified institutional buyers" in Rule 144A under the Securities Act;
RCF	the new £175 million revolving credit facility between the Company and Citibank N.A., London Branch, HSBC UK Bank PLC, Lloyds Bank PLC, Silicon Valley Bank and the Bank of Ireland;
Regulation S	Regulation S under the US Securities Act;
Relevant Persons	qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are (i) persons who fall within the definition of "investment professional" in Article 19(5) of the Financial Promotion Order; or (ii) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Financial Promotion Order;
Retail Offer	means the offer of the Retail Offer Shares on the PrimaryBid platform and on the terms set out in a separate announcement;
Retail Offer Shares	means the Ordinary Shares to be subscribed by investors under the Retail Offer
RIS	has the meaning given to such term in the AIM Rules;
Rollover Shares	the new Ordinary Shares to be allotted and issued by the Company to Audax and Acuant management under the terms of the Acquisition;
Rule 144A	Rule 144A under the US Securities Act;
Seller	Acuant Acquisition Holdings, LP;
Subscription and Transfer Agreement	the subscription and transfer agreement entered into between the Company, the JerseyCo Subscriber and JerseyCo on or about the date hereof;
Terms of Placing	the terms of placing to be agreed between the Joint Bookrunners and the Company following the Bookbuild in accordance with the terms of the Placing Agreement;
UK Market Abuse Regulation	Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA;
UK Prospectus Regulation	Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA;
US Investor Letter	the letter in the form provided by any Joint Bookrunner; and
US Securities Act	the US Securities Act of 1933, as amended.

 

END

 

 

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