Placing and PrimaryBid Offer

RNS Number : 1838T

Harland & Wolff Group Holdings PLC

22 November 2021

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

This announcement contains inside information for the purposes of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

22 November 2021

Harland & Wolff Group Holdings plc

("Harland & Wolff" or the "Company")

Proposed Placing to raise a minimum of £6.0 million by way of accelerated bookbuild

Proposed PrimaryBid Offer to raise up to an additional £1.5 million

Notice of General Meeting

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, announces its intention to raise an expected minimum of £ 6.0 million (before expenses) by way of a placing of a minimum of 30,000,000 new Ordinary Shares at a price of 20 pence per share to existing and new investors (the "Placing"), as well as a PrimaryBid Offer of up to £ 1.5 million at a price of 20 pence per share. The Placing is being undertaken via an accelerated bookbuild and the result of the Placing and the PrimaryBid Offer are expected to be announced on or around 23 November 2021.

The Placing is being conducted in two tranches. The First Placing will utilise the Company's existing authorities to allot shares and disapply pre-emption rights granted at the general meeting held on 24 May 2021, whilst the Second Placing and PrimaryBid Offer will be subject to the approval of Shareholders to allot the Second Placing Shares and the PrimaryBid Offer Shares at the General Meeting. A circular (the "Circular") containing further details of the Fundraising and the General Meeting to be held on 10 December 2021 is being posted to Shareholders on or around 24 November 2021 and will be available to view on the Company's website.

Capitalised terms not otherwise defined in the text of this Announcement have the meaning given to them in the section headed "Definitions" below.

Transaction Highlights:

o Placing to raise an expected minimum of £ 6.0 million (before expenses) in two tranches, the First Placing of approximately £ 3.9 million and the Second Placing of an expected minimum of approximately £ 2.1 million.

o PrimaryBid Offer of up to 7,500,000 Ordinary Shares at the Issue Price to raise up to £1.5 million (before expenses).

o The net proceeds from the Fundraising will be used to facilitate delivery of existing and expected contracts and secure further higher value contracts in the Company's pipeline, as well as to:

§ satisfy the performance bonds for expected near term contracts;

§ provide for further capital expenditure across the Group; and

§ additional working capital to support enlarged business activities.

John Wood, Group CEO of Harland & Wolff comments:

"With the world having gone through a tumultuous 2021 and gradually emerging out of the Covid-19 pandemic, we are bullish about Harland & Wolff's future growth trajectory. The investment of time, resources and capital into our four sites over the last 18 months has provided us with a strong launch-pad for high growth in 2022 and beyond. All our sites are now fully operational and bringing in revenues. As we move into an anticipated annualised cash breakeven position towards the end of 2021, there is now a clear path to profitability in 2022. Furthermore, a cash generative position would facilitate securing corporate debt to supplement our working capital requirements and support growth in the business. Finally, I wish to thank all our shareholders who have been supporting us through this journey and warmly welcome our new institutional investors who will be joining the Harland family."

For further information, please visit www.harland-wolff.com or contact:

Harland & Wolff Group Holdings plc

John Wood, Chief Executive Officer

Seena Shah, Head of Marketing & Communications

+44 (0)20 3900 2122

investor@harland-wolff.com

media@harland-wolff.com

Cenkos Securities plc (Nominated Adviser & Broker)

Stephen Keys / Callum Davidson / Dan Hodkinson (Corporate Finance)

Michael Johnson (Sales)

+44 (0)20 7397 8900

INTRODUCTION

The Company announces a conditional placing to raise an expected minimum of £ 6.0 million (before expenses) by way of the issue of an expected minimum of 30,000,000 Placing Shares in two tranches at the Issue Price. The Placing will be conducted by way of an accelerated bookbuild process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. The bookbuild is expected to close on 23 November 2021. A further announcement will be made in due course, confirming the final quantum and number of shares to be raised pursuant to the Placing once the bookbuild is closed. Cenkos is acting as sole bookrunner in connection with the Placing.

In addition to the Placing, in order to provide other existing and new potential retail Shareholders with an opportunity to participate in the Fundraising, the Company will shortly launch the PrimaryBid Offer, which allows certain investors to participate in the Fundraising by subscribing for new Ordinary Shares via PrimaryBid.com. A further announcement in relation to the PrimaryBid Offer will be made very shortly.

The Second Placing and the PrimaryBid Offer are conditional, inter alia, upon the Shareholders approving the Resolution numbered 1 on the Notice of Meeting at the General Meeting. Accordingly, the Company gives notice of the General Meeting to be held at 11.00 a.m. on 10 December 2021 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT, at which the Resolutions will be proposed.

The purpose of this Announcement and the Circular is, amongst other things, to explain the background to and reasons for the Fundraising and to explain why the Board believes that it will promote the growth and success of the Company for the benefit of the Shareholders as a whole, and to seek Shareholder approval for the passing of the Resolutions at the General Meeting.

BACKGROUND TO AND REASONS FOR THE PLACING AND PRIMARYBID OFFER

Harland & Wolff Group Holdings plc is an AIM quoted infrastructure operator engaged in the development and operation of strategic maritime assets across the United Kingdom. Its primary activities include the operation of UK based shipyards under the Harland & Wolff brand: ship repair, ship conversion, internal projects, offshore, fabrication (vessels and blocks) and recycling, across defence, cruise & ferry, energy, commercial shipping and the renewables sectors. Having acquired four strategic infrastructure sites across the UK, with facilities in Belfast, Appledore, Methil & Arnish, the Group possesses a large fabrication footprint across 256 acres, capable of servicing a variety of contracts across its five markets of operation. The Directors believe that Harland & Wolff is now ideally positioned to become one of the leading operators of strategic shipyards and fabrication facilities in Europe.

In addition to these sites operating under the Harland & Wolff brand, the Company also has an investment in its subsidiary, Islandmagee Energy Limited ("Islandmagee Energy"), which owns a salt cavern gas storage project with the potential for, subject to development and regulatory approval, hydrogen storage. The Company attributes significant value potential from its strategic stake in Islandmagee Energy, and the recently announced issuance of the full marine licence opens up the opportunity for the Company to actively engage with a number of institutions to invest at the project level and raise the necessary funds for the build of the project. Demand for hydrogen storage is growing and accordingly, so is interest in the project, which is viewed as a means of assisting the transition from natural gas to hydrogen in order to meet the UK's net zero ambitions. The Company has taken preliminary and informal market soundings on the basis of which management estimates the value of the Company's stake in the project to be between £35 million and £50 million.

Over the past two years, the Company has increased revenues from zero in 2019 to a targeted £30 million for the 17-month period ending 31 December 2021*, bolstered by the Phase 1 of its contract won earlier this year with Saipem UK Limited ("Saipem"), a renewable energy project, won earlier this year, as well as other smaller contracts. Based on current works and near term pipeline, management believe that the Group will be cashflow break even by end 2021 and EBITDA positive in 2022.

The Company's current order-book, which represents total value of agreed contracts underway or to be completed, has grown from zero in 2019 to £28 million currently and is projected by management to rise to £90 million during 2022, meaning that the Directors are confident that the Company will achieve revenue of £70-£75 million in financial year 2022. The Company intends to keep this momentum building and to convert key renewables, defence and commercial fabrication contracts in the coming months and years. The Company operates in a multi-billion pound market and management have identified total revenue opportunities over the next five years of up to £1.49 billion. When applying the Company's recent win ratio, together with the invitations to tender already received, management believes that approximately £800 million of contracts could be secured by 2026** and the Company is targeting annual turnover of £250m turnover within five years.

*17-month period reflects previously announced change in accounting reference date.

**estimates are management's assumptions based on an industry used weighted pipeline model. These figures are not intended to represent a financial forecast.

In May 2021, the Company completed an equity financing, the net proceeds of which were used, inter-alia, to provide a performance bond for the first phase of the Company's major jacket fabrication contract with Saipem, worth £26.5 million, as well as provide necessary capital expenditure for key site improvements and ongoing working capital. Over the past few months, the Company has invested in its sites in preparation to carry out existing and anticipated future contracts. A total of £10 million has been deployed in capital expenditure since 2019 across the Group, materially increasing the asset values across the sites to an estimated £22 million. The Company is accelerating works on the Saipem project with a view to completing fabrication of the eight jackets by April of 2022 at the Company's Methil site. On other sites, the Company also recently announced that it had been awarded a contract for the fabrication of four suction piles at Arnish. Whilst this contract is smaller the Board believes that this key win validates the Company's strategy of mobilising its Arnish facility into a state of operational preparedness for the wider renewables sector in the UK. Furthermore, at H&W's Belfast Repair Dock, the Company expects to welcome six vessels for repair during December 2021 and its order book is increasing for ferry works into 2022.

On 11 November 2021, the Company announced its first fabrication contract win for Harland & Wolff's Appledore Shipyard. The contract, worth in excess of £2 million is for the for the fabrication of a steel pontoon, which is set to replace the existing Royal National Lifeboat Institution ("RNLI") Tower Lifeboat Station based under Waterloo Bridge on the north bank of the Thames. Steel has been ordered for the recently announced barge and execution under the contract has begun earlier than scheduled.

The Company also recently announced an MoU between H&W, Navantia and Windar. This MoU is expected to be converted into a formal joint venture shortly with the consortium bidding for large fixed and floating wind projects in the UK and Europe. Significant growth is expected in the floating wind turbine market, which requires large scale fabrication capacity and much larger load out capacities in contrast to fixed wind structures. The Directors believe that the consortium is well placed to successfully bid for these large projects, given the depth of experience that each partner carries and the fabrication / loadout capacity that H&W possesses across four sites.

Alongside implementing site improvements and carrying out works on Saipem (phase 1) and other existing contracts, management are progressing negotiations on its near-term contract pipeline and continuing to identify longer term revenue opportunities.

Within the defence sector, as recently announced by the Company, H&W is currently building its defence pipeline of projects with a number of bids due to be evaluated and submitted over the course of Q4'21 and Q1'22. Currently, the Company is focussed on the FSS Programme which is in the Commercial Procurement Phase that is expected to last for another eight months. The Company is actively engaged with the Ministry of Defence (MoD) on a number of programmes along with the Company's joint venture partner, Navantia. The combined offering of H&W's physical capacity and capability as well as Navantia's deep expertise within defence related ship-building has been welcomed by the MoD, as they seek to encourage new entrants into this market. As widely reported, the HMS Quorn (M55 Minehunter) is currently in a competitive tendering process for a complete refurbishment package prior to its sale to the Lithuanian Navy. Amongst other bidders, the Harland & Wolff-Navantia consortium is bidding to win this contract. The Company has also submitted its bid to welcome the Queen Elizabeth Class Carriers (QEC) over a 10-year period commencing 2023 onwards. The Company believes that it is in a strong position with the MoD given its dock size, capacity and capabilities to service these aircraft carriers. The Company expects an award decision on the QEC in Q1'22. Finally, the Company is actively involved in advanced negotiations with other prime contractors to pick up sub-contract work for ongoing defence programmes. The Company has successfully cleared technical, physical and commercial due diligence and is now in the process of negotiating scopes of works in a series of sub-contracts, announcements of which will be made as and when these sub-contracts are formally executed.

Furthermore, within the renewables space, the Company is shortly expecting to submit a formal response to an Invitation To Tender for the fabrication of another eight jackets in connection with an ongoing offshore wind farm project, with the client having a call option for a further eight to be fabricated.

Given the progress that Harland & Wolff has made, the Company is now in a position to have access to debt and has received term sheets for facilities in the range of £30 million to £75 million, which are currently under negotiation. Whilst the level of coupon expected would initially be in the mid-teens, the coupon would be expected to reduce by approximately half as the Company becomes cashflow positive, which the directors expect to occur in the first quarter of 2022. The Company will continue to negotiate for more favourable terms and it is pleasing to note that these facilities could be entered into at short notice.

Use of Proceeds

The net proceeds from the Placing, expected to be a minimum of approximately £5.6 million, will be used as follows:

· A minimum of £1.4 million for the recruitment of additional technical expertise across the Group, which would be required in order to deliver the expected existing and new contract wins detailed above, and other higher value contracts in the Company's pipeline. Specifically, the Group is seeking to recruit naval architects, design engineers, procurement experts, bid managers and writers. The Company is also seeking to appoint a head of commercial operations. The Directors believe that the addition of these personnel will increase the Group's ability to secure and execute contracts;

· A minimum of £1.4 million to provide necessary performance bonds for expected near term contracts;

· A minimum of £0.7 for further capital expenditure across the Group; and

· A minimum of £2.1 million for ongoing working capital.

Any proceeds raised from the PrimaryBid Offer will be used for further capital expenditure and working capital to facilitate execution of the Company's pipeline of contract opportunities.

DETAILS OF THE PLACING AND THE PLACING AGREEMENT

On 22 November 2021, the Company entered into a Placing Agreement with Cenkos under which Cenkos has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing has not been underwritten.

The Issue Price represents a discount of approximately 27.9 per cent. to the closing mid-market price on AIM of 27.75 pence per Ordinary Share on 19 November 2021, being the last dealing day prior to the announcement of the Placing and PrimaryBid Offer.

The Placing is being conducted in two tranches. The First Placing will utilise the Company's existing authorities to allot shares and for the disapplication of pre-emption rights granted at the general meeting held on 24 May 2021, whilst the Second Placing will be subject to the approval of Shareholders to allot the Second Placing Shares and to disapply pre-emption rights in respect of such allotment at the General Meeting.

The first tranche of the Placing is expected to raise a total of approximately £3.9 million (before expenses) by the issue of 19,403,667 new Ordinary Shares (being the First Placing Shares) at the Issue Price. The First Placing is conditional upon, inter alia, First Admission becoming effective at 8.00 a.m. on 26 November 2021 (or such later date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 31 December 2021). The First Placing is not conditional on completion of the Second Placing occurring so there is a possibility that the First Placing may complete and the First Placing Shares are issued but that the Second Placing does not complete.

The second tranche of the Placing is expected to raise a minimum of approximately £2.1 million (before expenses) by the issue of a minimum of 10,596,333 new Ordinary Shares (being the Second Placing Shares) at the Issue Price. The Second Placing is conditional upon, inter alia, First Admission becoming effective. In addition, the Second Placing is conditional, inter alia, on Second Admission becoming effective at 8.00 a.m. on 13 December 2021 (or such later date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 31 December 2021).

The Issue Price was determined having regard to market conditions at the time the Placing Agreement was entered into. The closing mid-market price on AIM on the trading day prior to the entry into the Placing Agreement was 27.75 pence and the Issue Price represents a 27.9 per cent. discount to this.

The Placing Agreement contains, inter alia, customary undertakings and warranties given by the Company in favour of Cenkos as to the accuracy of information contained in this Announcement and other matters relating to the Company. Cenkos may terminate the Placing Agreement in specified circumstances prior to Admission, including, inter alia, for material breach of the Placing Agreement by the Company or of any other warranties contained in it and in the event of a force majeure event occurring.

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared on or after the date on which they are issued.

It is expected that CREST accounts will be credited on the relevant day of Admission and that share certificates (where applicable) will be dispatched within 10 Business Days of each Admission.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is anticipated that First Admission will become effective and that dealings in the First Placing Shares will commence at 8.00 a.m. on 26 November 2021 and that Second Admission will become effective and dealings in the Second Placing Shares and PrimaryBid Shares will commence at 8.00 a.m. on 13 December 2021.

DETAILS OF THE PRIMARYBID OFFER

Under the PrimaryBid Offer, the Company is seeking to raise up to £1.5 million (before expenses) through the issue of up to 7,500,000 new Ordinary Shares at the Issue Price. The PrimaryBid Offer has not been underwritten.

The PrimaryBid Offer will allow investors to participate in the Fundraising by subscribing via PrimaryBid.com

The PrimaryBid Offer remains conditional on the Second Placing being or becoming wholly unconditional.

Application will be made for the PrimaryBid Shares to be admitted to trading on AIM and it is anticipated that dealings in the PrimaryBid Shares will commence at 8.00 a.m. on 13 December 2021. The PrimaryBid Shares will be free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu, in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Second Admission.

The PrimaryBid Offer will be closed on 23 November 2021 although may close earlier if it is oversubscribed.

The Company is relying on an available exemption against the need to publish a prospectus approved by the FCA.

A further announcement will be made shortly by the Company regarding further details of the PrimaryBid Offer and how investors may participate.

Investors should make their own investigations into the merits of an investment in the Company.

It should be noted that a subscription for PrimaryBid Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for PrimaryBid Shares. Investors should take independent advice from a person experienced in advising on investments in securities such as the PrimaryBid Shares if they are in any doubt.

GENERAL MEETING AND THE RESOLUTIONS

Set out at the end of the Circular, e xpected to be published on or around 24 November 2021, will be a notice convening a General Meeting of the Company to be held at 11.00 a.m. on 10 December 2021 at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at which the Resolutions will be put to the Company's Shareholders. In particular, the Resolutions to be proposed at the General Meeting will be as follows:

Resolution 1 - Authority to allot the Second Placing Shares and the PrimaryBid Shares and disapplication of pre-emption rights

Resolution 1 will be proposed as a special resolution of the Company. The Directors will be seeking authority in accordance with section 551 of the Act to allot the New Shares (being the maximum required for the purposes of issuing the Second Placing Shares and the PrimaryBid Shares) and for such shares to be allotted on a non-pre-emptive basis in accordance with section 571 of the Act.

Resolution 2 - Directors' authority to allot shares

Resolution 2 will be an ordinary resolution authorising the Directors to allot relevant securities, in addition to the Second Placing Shares and the PrimaryBid Shares. If granted, Resolution 2 provides sufficient authority following the Placing and the PrimaryBid Offer to allot additional Ordinary Shares. The Resolution will be specifically proposed to enable the Directors to have the flexibility to grow the Company in an appropriate manner.

Resolution 3 - Disapplication of pre-emption rights

Resolution 3 will be a special resolution to renew the Directors' powers to allot shares for cash without first offering them to existing shareholders, pro-rata to their existing holdings. The Directors consider that it is in the interests of the Company, in certain circumstances, for the Directors to have a limited ability to allot shares for cash without having first to offer them to existing shareholders.

The authorities to be sought pursuant to Resolutions 2 and 3 will be consistent with the levels approved at the general meeting of the Company in May 2021 and are expected to expire on the earlier of the date falling 15 months from the date of the passing of such resolution and the annual general meeting of the Company to be held in 2022 (unless renewed, varied or revoked by the Company prior to or on that date). The Directors consider that it is prudent and desirable that the Company be granted these authorities.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PRINCIPAL EVENT	2021
Announcement of the Fundraising	22 November
Announcement of the Result of the of the Placing and the PrimaryBid Offer	23 November
Date of publication of the Circular	24 November
First Admission effective and dealings in the First Placing Shares expected to commence on AIM	8.00 a.m. on 26 November
CREST accounts credited in respect of the First Placing Shares to be held in uncertificated form (subject to First Admission)	26 November
Where applicable, expected date for dispatch of definitive share certificates for First Placing Shares to be held in certificated form	Within 10 Business Days following First Admission
Latest time and date for CREST proxy appointment or receipt of forms of proxy	11.00 a.m. 8 December
General Meeting	11.00 a.m. on 10 December
Second Admission effective and dealings in the Second Placing Shares and PrimaryBid Shares expected to commence on AIM	8.00 a.m. on 13 December
CREST accounts to be credited for Second Placing Shares and PrimaryBid Shares to be held in uncertiﬁcated form (subject to Second Admission)	13 December
Where applicable, expected date for dispatch of deﬁnitive share certiﬁcates for Second Placing Shares and PrimaryBid Shares to be held in certiﬁcated form	Within 10 Business Days following Second Admission

DEFINITIONS

In this Announcement, the following expressions shall have the following meanings, unless the context otherwise requires:

"Act"	the Companies Act 2006 (asamended)
"Admission"	in respect of the New Shares means First Admission and/or Second Admission (as the context requires)
"AIM"	themarketofthatnameoperatedbytheLondonStockExchange
"AIMRules"	theAIMRulesforCompaniesaspublishedandamendedfromtime to time by the London StockExchange
"Articles"	thearticlesofassociationoftheCompany(asamendedfromtime totime)
"Board"or "Directors"	the directors of the Company
"BusinessDays"	anydayonwhichbanksinLondonareopenforbusiness(excluding Saturdays, Sundays and public holidays)
"Cenkos" or "Nominated Adviser" or "Broker"	Cenkos Securities plc, as the Company's nominated adviser and broker
" certificated " or " in certificated form "	where an Ordinary Share is not in uncertificated form (i.e. not in CREST)
"Company"or"Harland & Wolff" or "H&W"	Harland and Wolff Group Holdingsplc,acompanyincorporatedinEnglandandWaleswith companynumber06409712whoseregisteredofficeisatRiverbank House, 2 Swan Lane, London EC4R3TT
"CREST"	therelevantsystemforthepaperlesssettlementoftradesandthe holding of uncertiﬁcated securities operated by Euroclear UK & InternationalLimitedinaccordancewiththeCRESTRegulations
"ExistingOrdinaryShares"	the 121,690,349 OrdinarySharesinissueasatthedateofthe Circular
"FCA"	the Financial Conduct Authority of the UnitedKingdom
"FirstAdmission"	admission of the First Placing Shares to trading on AIMbecoming effective in accordance with Rule 6 of the AIM Rules which is expected to take place at 8.00 a.m. on 26 November 2021
"First Placing"	theplacingbyCenkosonbehalfoftheCompanyoftheFirstPlacing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"FirstPlacingShares"	up to 19,403,667 new Ordinary Shares which may beconditionally placed by Cenkos with Placees pursuant to the First Placing
"Fundraising"	together, the Placing and the PrimaryBid Offer
"FSMA"	theFinancialServicesandMarketsAct2000(asamended)
"FSS Programme"	the UK Ministry of Defence's Fleet Solid Support Programme
"General Meeting"or"GM"	thegeneralmeetingoftheCompany to be convenedfor11.00a.m.on 10 December 2021 notice of which will be set out at the end of the Circular
"Group"	the Company and its subsidiaries from time totime
"IssuePrice"	20 pence per NewShare
"LondonStockExchange"	London Stock Exchangeplc
"NewShares"	the Placing Shares and the PrimaryBidShares
"NoticeofMeeting"	thenoticeconveningtheGeneralMeetingwhichwill be setoutatthe end of the Circular
"OrdinaryShares"	ordinary shares of 1 penny each in theCompany
"Placees"	those persons who conditionally agree to subscribe for PlacingShares
"Placing"	together, the First Placing and the SecondPlacing
"PlacingAgreement"	the conditional agreement dated 22 November 2021 between the Company and Cenkos relating to the Placing
"Placing Shares"	the First Placing Shares and/or the Second Placing Shares (asthe context requires)
"PrimaryBid"	PrimaryBid Limited, a company incorporated in England and Wales with registered number 08092575 and having its registered ofﬁce at 21 Albermarle Street, London, W1S 4BS
"PrimaryBid Offer"	the placing by the Company of the PrimaryBid Shares with PrimaryBid's UK retail clients at the Issue Price
"PrimaryBid Shares"	up to 7,500,000 new Ordinary Shares to be issued by the Company and subscribed for pursuant to the PrimaryBid Offer
"Resolutions"	the resolutions to be set out in the Notice of Meeting
"SecondAdmission"	admissionoftheSecondPlacingShares and the PrimaryBid Shares totradingonAIM becomingeffectiveinaccordancewithRule6oftheAIMRuleswhich is expected to take place at 8.00 a.m. on 13 December 2021
"SecondPlacing"	theplacingbyCenkosonbehalfoftheCompanyoftheSecond Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"Second PlacingShares"	the newOrdinaryShareswhichhavemay be conditionally placed by Cenkos with Placees pursuant to the Second Placing, expected to be a minimum of 10,596,333 new Ordinary Shares
"SecuritiesAct"	the U.S. Securities Act of 1933, asamended
"Shareholders"	holders of Existing OrdinaryShares
"United Kingdom'or"UK'	the United Kingdom of Great Britain and NorthernIreland
"£"	UKpoundssterling,beingthelawfulcurrencyoftheUnitedKingdom

Important Notices

This Announcement is not an offer to sell or a solicitation of any offer to buy the Placing Shares in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom, this communication is being distributed only to, and is directed only at, "qualified investors" (as defined in the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)): (i) who have professional experience in matters relating to investments 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) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area who are not Qualified Investors or in the United Kingdom by persons who are not relevant persons.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This Announcement may not be used in making any investment decision. This Announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This Announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this Announcement or its completeness.

Nothing in this Announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this Announcement are provided as at the date of the Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Cenkos or any of their respective affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. There may be other additional risks, uncertainties and factors that could cause the results or returns generated by the Company to be materially lower than anticipated. Past performance cannot be relied on as a guide to future performance.

The information in this Announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Both the Company and Cenkos and their respective affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this Announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this Announcement. The information contained in this Announcement will not be updated.

This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company and for no one else, including any recipient of this Announcement, in connection with the Placing and other matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Placing or any other matter referred to in this Announcement. Cenkos has not authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Cenkos nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. Cenkos expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Announcement. The responsibilities of Cenkos as the Company's nominated adviser and broker under the AIM Rules and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange solely and are not owed to the Company or to any director, shareholder or any other person in respect of such person's decision to acquire Ordinary Shares in reliance on any part of this Announcement or otherwise.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (" Directive 2014/65/EU "); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (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 Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws, as applicable; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Placing and/or PrimaryBid Offer.

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

"UK MiFID Laws" (i) the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (SI 2017/701), The Data Reporting Services Regulations 2017 (SI 2017/699) and the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2017 (SI 2017/488), and any other implementing measure which operated to transpose EU MiFID II into UK law before 31 January 2020 (as amended and supplemented from time to time); and

(ii) the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

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

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, CENKOS SECURITIES PLC ("CENKOS") OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS 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, OTHER THAN THE UK. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND CENKOS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"), AND (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") WHO ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) ARE PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY . EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES , AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES 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 THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM. PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATION TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "BELIEVES", "ESTIMATES", "PLANS", "PROJECTS", "ANTICIPATES", "EXPECTS", "INTENDS", "MAY", "WILL" OR "SHOULD", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE DIRECTORS' CURRENT INTENTIONS, BELIEFS OR EXPECTATIONS CONCERNING, AMONG OTHER THINGS, THE COMPANY'S RESULTS OR OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PROSPECTS, GROWTH, STRATEGIES AND THE COMPANY'S MARKETS. FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT ARE BASED ON CERTAIN FACTORS AND ASSUMPTIONS, INCLUDING THE DIRECTORS' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE COMPANY'S OPERATIONS, GROWTH STRATEGY AND LIQUIDITY. WHILST THE DIRECTORS CONSIDER THESE ASSUMPTIONS TO BE REASONABLE BASED UPON INFORMATION CURRENTLY AVAILABLE, THEY MAY PROVE TO BE INCORRECT. SAVE AS REQUIRED BY LAW OR BY THE AIM RULES THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT THAT MAY OCCUR DUE TO ANY CHANGE IN THE DIRECTORS' EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE 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 CENKOS OR ANY OF ITS ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR ANY OTHER PERSON 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 PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.

THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

This Announcement should be read in its entirety.

Terms and conditions of, and the mechanics of participation in, the Placing

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

No commission will be paid to Placees or by Placees in respect of any Placing Shares, unless otherwise agreed by Cenkos in writing.

Details of the Placing Agreement and the Placing Shares

Cenkos acting as broker (the "Broker") has entered into a placing ("Placing Agreement") with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, Cenkos, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price (as defined below). The Placing is not being underwritten. The price at which the Placing Shares are to be placed will be 20 pence per Ordinary Share (the "Issue Price"). The final number of Placing Shares will be decided at the close of the Bookbuild. The timing of the closing of the book and allocations are at the discretion of the Company and the Broker. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Placing Agreement contains certain undertakings, representations, warranties and indemnities given by the Company for the benefit of Cenkos . Cenkos has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Cenkos has the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

Applications for Admissions

The Placing is being conducted in two tranches (respectively the "First Placing" and the "Second Placing"). The First Placing will utilise the Company's existing shareholder authorities to allot and issue new Ordinary Shares on a non-pre-emptive basis for cash. The First Placing Shares will be allotted and issued pursuant to the Placing and are expected to be admitted to trading on AIM on 26 November 2021 ("First Admission").

Subject to the passing of the Resolutions, the Second Placing Shares will be allotted and issued pursuant to the Placing and are expected to be admitted to trading on AIM on 13 December 2021 ("Second Admission").

Applications have been, or will be made to the London Stock Exchange for the admission of the First Placing Shares the Second Placing Shares and the PrimaryBid Offer Shares to trading on AIM (together, "Admissions").

First Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the First Placing Shares. Second Admission of the Second Placing Shares is also conditional, inter alia, upon the passing of the Resolutions by the Shareholders at the General Meeting to be held at 11:00 a.m. on 10 December 2021 and upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Second Placing Shares.

Principal terms of the Placing

Cenkos is acting as broker to the Placing, as agent for and on behalf of the Company. Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Cenkos or for providing advice in relation to the matters described in this Announcement.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Cenkos to participate. Cenkos and any of its affiliates are entitled to participate in the Placing as principal.

Cenkos is proceeding with the Bookbuild for the purpose of assessing the demand from institutional and other investors for subscribing for Placing Shares at the Issue Price and the Company then issuing the Placing Shares under the Placing to raise approximately £3.9 million for the Company under the First Placing and an expected minimum of approximately £2.1 million for the Company under the Second Placing, in each case before expenses. The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by the Broker (in consultation with the Company) following completion of the Bookbuild. The Broker will commence the Bookbuild today and it is expected to close on 23 November 2021 but may be closed earlier or later at the Broker's discretion. Completion of the Bookbuild is at the discretion of the Company and there is no guarantee that the Bookbuild will be completed. The Broker may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

Each Placee's allocation of Placing Shares will be communicated orally or by email by the Broker to the relevant Placee. That oral or email confirmation will give rise to an irrevocable, legally binding commitment by such Placee, in favour of the Broker and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Broker's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.

The Issue Price shall be payable to the Broker by all Placees in accordance with the terms of this Appendix.

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

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

All obligations of the Broker under the Placing will be subject to fulfilment of the conditions referred to below un der "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

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

Registration and Settlement

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Broker in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cenkos (acting as settlement agent).

Settlement of transactions in the Placing Shares (ISIN: GB00BLPJ1272) will take place within the CREST system, subject to certain exceptions. Settlement through CREST with respect to the Placing Shares will be on a delivery versus payment basis unless otherwise notified by the Broker and it is expected to occur at 8.00 a.m. on 26 November 2021 with respect to the First Placing Shares and at 8.00 a.m. on 13 December 2021 with respect to the Second Placing Shares.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Cenkos may agree that the Placing Shares should be issued in certificated form.

Cenkos also reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by the Broker.

Each Placee is deemed to agree that if it does not comply with these obligations, Cenkos may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Cenkos' 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 for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent and insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to 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 taxes or duties (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 or agreement to transfer Placing Shares), the Company shall not be responsible for payment thereof.

Conditions of the First Placing and Second Placing

The First Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The First Placing is conditional upon, inter alia:

1. the performance by the Company of its obligations under the Placing Agreement insofar as the same fall to be performed or satisfied on or prior to First Admission;

2. the Placing Agreement having become unconditional in all respects (save insofar as any conditions relate to the Second Placing) and not having been terminated in accordance with its terms prior to First Admission; and

3. First Admission becoming effective not later than 8.00 a.m. on 26 November 2021 or such later time and/or date as the Company and Cenkos may agree, being not later than 8.00 a.m. on 9 December 2021 .

The Second Placing is conditional upon, inter alia:

1. First Admission having become effective as set out above;

2. the performance by the Company of its obligations under the Placing Agreement insofar as the same fall to be performed or satisfied on or prior to Second Admission;

3. the Placing Agreement not having been terminated in accordance with its terms prior to Second Admission;

4. the General Meeting having taken place on the date set out in the Notice, no adjournment of the General Meeting having occurred without the prior written consent of the Broker and the Resolution numbered 1 in the Notice having been passed thereat by the requisite majority without amendment; and

5. Second Admission occurring not later than 8.00 am on 13 December 2021 (or such later time or date as the Brokers may agree with the Company, in any event being no later than 27 December 2021),

(all conditions to the obligations of the Broker included in the Placing Agreement in respect of First Admission and Second Admission (and either or both of them as the context requires) being together, the "Conditions").

If any of the Conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Broker may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" below, the First Placing and/or the Second Placing will lapse and each Placee's rights and obligations shall cease and terminate at such time in respect of the First Placing and/or the Second Placing (as applicable), all monies received from a Placee pursuant to the First Placing and/or the Second Placing (as applicable) shall be returned to such Placee without interest, at the risk of the relevant Placee, and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof. The First Placing and First Admission is not conditional upon the Second Placing or Second Admission becoming effective and it is therefore possible that Placees receive Placing Shares pursuant to the First Placing but not the Second Placing Shares if Second Admission does not occur.

Certain Conditions may be waived in whole or in part by the Broker in its absolute discretion and the Broker may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

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

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

Termination of the Placing

The Broker may terminate its obligations under the Placing Agreement, in accordance with its terms, at any time prior to First Admission and/or at any time prior to Second Admission if, inter alia:

1. any statement contained in this Announcement or the Circular has become or been discovered to be untrue, inaccurate or misleading in any material respect or that there has been a material omission therefrom;

2. any warranty given in the Placing Agreement was, when given, untrue, inaccurate or has ceased to be, true, accurate or not misleading, in any respect that the Broker considers (acting reasonably) to be material in the context of the Placing;

3. the Company has failed or is unable to comply with its obligations under the Placing Agreement, in any respect that the Broker considers (acting reasonably) to be material in the context of the Placing;

4. on the occurrence of certain material adverse change or force majeure events which, in any such case, in the opinion of the Broker, acting in good faith, would or would be likely to prejudice materially the Company or the Placing.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest, at the risk of the relevant Placee, and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof, provided that if any such termination occurs following First Admission, the First Placing will have become effective and the Placees will have received Placing Shares pursuant to the First Placing and accordingly no monies paid by a Placee in relation to First Placing Shares will be returned to them.

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

No admission document or prospectus

No offering document, admission document or prospectus will be made available in connection with the matters contained or referred to in this Announcement and no such document is required to be published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"). Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.

Representations, warranties and further terms

By participating in the Placing, each Placee and/or any person acting on such Placee's behalf irrevocably confirms, acknowledges, agrees, represents, undertakes, and warrants with the Broker that (save where the Broker expressly agrees in writing to the contrary):

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

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

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

a. it is a UK Qualified Investor; and

b. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 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 (i) to persons in the United Kingdom other than UK Qualified Investors or (ii) to persons in any Relevant Member State other than EU Qualified Investors or (iii) in circumstances in which the prior consent of the Brokers has been given to the offer or resale; or

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

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

4. in the case of a Relevant Person in a Relevant Member State who acquires any Placing Shares pursuant to the Placing:

a. it is an EU Qualified Investor; and

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

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

6. it acknowledges that no action has been or will be taken by any of the Company, the Broker or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares or in any country or jurisdiction where any such action for that purpose is required. In addition, the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

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

8. it is purchasing the Placing Shares for investment purposes and not with a view to distribution or resale, directly or indirectly, in or into the United States or otherwise in violation of the United States securities laws, and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except (a) outside the United States in an "offshore transaction" complying with the provisions of Regulation S to a person outside the United States and not known by the transferor to be a US Person or acting for the account or benefit of a US Person, by pre-arrangement or otherwise; or (b) to the Company or a subsidiary thereof;

9. it understands that the Placing Shares have not been and will not be registered under the US Securities Act or with any state or other jurisdiction of the United States and may not be reoffered or resold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It understands that the Company has no intention to register the Placing Shares with the SEC or with any state securities commission and the Company is under no obligation to assist it in obtaining or complying with any exemption from registration;

10. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act;

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

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

13. it and/or each person on whose behalf it is participating (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and the Broker for the performance of all its obligations as a Placee in the Placing (whether or not it is acting on behalf of another person);

14. unless otherwise agreed in writing with the Broker, it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

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

16. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (i) is required under the EU Prospectus Regulation, the UK Prospectus Regulation or the Prospectus Regulation Rules; or (ii) has been or will be prepared in connection with the Placing;

17. the Ordinary S hares are admitted to trading on AIM, and that the Company is therefore required to publish certain information in accordance with the AIM Rules, which includes a description of the Placing and the PrimaryBid Offer (the "AIM Information"), and that it is able to obtain or access the AIM Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

18. it has made its own assessment of the Company, the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. It has not relied on (i) any investigation that the Broker or any person acting on the Broker's behalf may have conducted with respect to the Company, the Placing or the Placing Shares; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with the Admissions, the Company, the Placing, the Placing Shares or otherwise;

19. none of the Broker, the Company nor any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company or any other person in addition to the information in this Announcement; nor has it requested either of the Broker, the Company, any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;

20. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company. Neither the Broker nor any persons acting on behalf of it are responsible for or has or shall have any liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or previously or concurrently published by or on behalf of the Company. The Broker will not be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the AIM Information or otherwise. None of the Broker, the Company, nor any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement or the AIM Information. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

21. the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement. It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;

22. it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to the Broker for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement or the relevant contract note, failing which the relevant Placing Shares may be placed with others on such terms as the Broker may, in its absolute discretion, determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

23. it, or the person specified by it for registration as a holder of the Placing Shares, will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and shall indemnify the Company and each of the Broker in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Broker who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions;

24. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in those sections and that it, or the person specified by it for registration as holder of the Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

25. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Broker has not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

27. none of the Broker, the Company, any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of the Broker's rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. Its participation in the Placing is on the basis that it is not and will not be a client of the Broker and the Broker has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA;

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

29. it will not make any offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or anywhere in the EEA prior to the expiry of a period of twelve months from Second Admission (or First Admission if Second Admission does not occur), except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose 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 for the purposes of section 85(1) of the FSMA or the Prospectus Regulation Rules or an offer to the public in any Relevant Member State within the meaning of the EU Prospectus Regulation;

30. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

31. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

32. it has neither received nor relied on any confidential or price-sensitive information concerning the Company in accepting this invitation to participate in the Placing;

33. if it has received any 'inside information' (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of the UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company or cancelled or amended a dealing in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

34. in order to ensure compliance with the Regulations, the Broker, for itself and as agent on behalf of the Company or the Company's registrars may, in its absolute discretion, require verification of the identity of any Placee. Pending the provision to the Broker or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Broker's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Broker's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, the Broker, for itself and as agent on behalf of the Company, or the Company's registrars has not received evidence satisfactory to it, the Broker and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest, at the risk of the relevant Placee, to the account of the drawee's bank from which they were originally debited;

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

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

37. it irrevocably appoints any duly authorised officer of the Broker 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 subscribe upon the terms of this Announcement;

38. the Company, the Broker and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Broker on its own behalf and on behalf of the Company and are irrevocable, and agrees that if any of the representations and agreements deemed to have been made by it by its subscription for Placing Shares are no longer accurate, it shall promptly notify the Company and the Broker;

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

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

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

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 Broker and each of their respective affiliates, agents, consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Broker, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive completion of the Placing.

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

The acknowledgements, representations, undertakings and warranties contained in this Appendix are given to the Broker for itself and as agent on behalf of the Company and are irrevocable and will survive completion of the Placing.

Each Placee and any person acting on behalf of the Placee acknowledges that the Broker does not owe any fiduciary or other duties to any Placee in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties in the Placing Agreement.

When a Placee or any person acting on behalf of the Placee is dealing with the Broker, any money held in an account with the Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.

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

The price of Placing 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 Placing 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 market or other stock exchange other than AIM.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

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Harland & Wolff Group Holdings (HARL)

Friday, 15th November 2024

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