Proposed placing and direct subscription

RNS Number : 7572S

Hyve Group PLC

18 November 2021

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

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

For immediate release

Hyve Group plc

Proposed placing of and direct subscription for new ordinary shares

18 November 2021

Hyve Group plc ("Hyve" or the "Company"), the next-generation global events business, announces that it has placed 13,818,698 new ordinary shares in the Company (the "Placing Shares") to raise gross proceeds of approximately £14.79m, representing approximately 5.21% of the Company's existing issued share capital, with institutional investors (the "Placing"). The Placing Shares have been placed at a price of 107 pence (the "Placing Price"), representing a discount of 0.7% to the closing market price on 17 November 2021.

The Company also announces a direct subscription (the "Subscription") of 12,694,102 new ordinary shares at a price of 112.35 pence per new ordinary share (the "Subscription Shares" and the "Subscription Price") by investment funds managed by Strategic Value Partners, LLC ("SVPGlobal"), representing approximately 4.79% of the Company's existing issued share capital, to raise gross proceeds of approximately £14.26m. The Subscription Price represents a premium of 5.0% to the Placing Price. SVPGlobal are making this additional investment in Hyve as part of their continuing support for Hyve's growth strategy.

The Placing and Subscription (together, the "Fundraise") will be effected pursuant to existing authorities of the Company to issue new ordinary shares on a non pre-emptive basis, granted at the Company's annual general meeting on 21 January 2021.

The Placing is fully underwritten and the net proceeds, along with the proceeds of the Subscription, are intended to fund the initial consideration payable for the acquisition of 121 Group (HK) Limited and 121 Partners Limited ("121 Group"), a market leading omnichannel meetings programme focused on the Mining sector across EMEA, North America and APAC (the "Acquisition"), as announced by the Company separately today.

Details of the Placing

Numis Securities Limited ("Numis Securities" or "Numis") is acting as Sole Bookrunner in connection with the Placing. The terms and conditions of the Placing are set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). The Placing will be effected pursuant to existing shareholder authorities of the Company.

SVPGlobal has entered into a direct subscription agreement with the Company pursuant to which it has agreed to subscribe for new Ordinary Shares in the company at a 4.2% premium to the share price as at market close on 17 November 2021 and a 5.0% premium to the Placing Price. The Subscription Shares will be subscribed for on the basis agreed pursuant to the subscription agreement rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.

Prior to launch of the Placing, the Company consulted with a significant number of its shareholders to gauge their feedback as to the Acquisition and the Placing. Feedback from this consultation was supportive and as a result the Board has chosen to proceed with the Placing to part finance the Acquisition.

Members of the public are not entitled to participate in the Placing. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of Hyve. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in such announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix. Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement.

The Company will apply for admission of the Placing Shares and Subscription Shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00 a.m. on 22 November 2021. The Placing and the Subscription are conditional upon, inter alia, Admission becoming effective. The Placing and the Subscription are also conditional upon the placing agreement between the Company and Numis (the "Placing Agreement") becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of the Announcement).

Directors' participation in the Placing

The following Directors of the Company have participated in the Placing and subscribed for the following Placing Shares:

Name	Number of Placing shares
Richard Last	10,163
Mark Shashoua	33,231
John Gulliver	3,113

Smaller related party transactions

SVPGlobal and Helikon Investments Limited ("Helikon") are substantial shareholders or have been over the previous 12 months for the purposes of chapter 11 of the Listing Rules. They are therefore each considered to be a related party for the purposes of chapter 11 of the Listing Rules. SVPGlobal have subscribed for 12,694,102 Subscription Shares, equating to approximately £ 14.26m and Helikon have subscribed for 3,242,254 Placing Shares, equating to approximately £ 3.47m . Under Listing Rule 11.1.10R, the participation in the Fundraise by SVPGlobal and Helikon constitute "smaller" related party transactions and as such do not require the approval of independent ordinary shareholders of the Company. The Transaction falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).

Total voting rights

The Company's enlarged issued share capital immediately following the issue of the Placing Shares and Subscription Shares will comprise 291,640,907 ordinary shares. There are no shares held in treasury and therefore the total number of voting rights in the Company immediately following the issue of the Placing Shares and Subscription Shares will be 291,640,907. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.

The person responsible for arranging for the release of this announcement on behalf of Hyve Group plc is Jared Cranney, Company Secretary.

For further information please contact:

Hyve Group plc

Mark Shashoua, CEO / John Gulliver, CFO

/ Marina Calero (Group Head of Investor Relations)

+44 (0)20 3545 9000

Numis (Sole Broker and Sole Bookrunner)

Nick Westlake / Matt Lewis / Hugo Rubinstein

+44 (0)20 7260 1000

FTI Consulting

Charles Palmer/ Dwight Burden / Jamille Smith / Tom Blundell

+44 (0)20 3727 1000

IMPORTANT NOTICES

Members of the public are not eligible to take part in the Placing. This Announcement (including the Appendix) and the terms and conditions set out herein (the "Announcement") are for information purposes only and are directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are (A) (If in a Member State of the European Economic Ares (the "EEA"), persons who are Qualified Investors ("Qualified Investors"), being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"); or (B) if in the United Kingdom, qualified investors as defined under Article 2 of Onshored Prospectus Regulation (EU) 2017/1129, Onshored Delegated Regulation (EU) 2019/980 and Onshored Delegated Regulation (EU) 2019/979 (the "UK Prospectus Regulation") who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and other persons falling within Article 49(2)(a) to (d) of the Order; and (C) persons to whom it may otherwise by lawfully communicated (all such persons referred to in (A), (B) and (C) above together being referred to as ("Relevant Persons").

This Announcement and the terms and conditions set out in the Appendix to this Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information only and does not constitute an offer to sell, or a solicitation of an offer to buy or otherwise acquire, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Numis to inform themselves about and to observe any such restrictions.

This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.

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

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly the Placing Shares may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or jurisdiction of the United States. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Numis which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for the Company and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

This announcement contains forward-looking statements relating to the business, financial performance and results of Hyve's and the industry in which Hyve operates. These statements may be identified by words such as "expect", "believe", "estimate", "plan", "target", or "forecast" and similar expressions, or by their context. These statements are made on the basis of current knowledge and assumptions and involve risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements and neither Hyve nor any other person accepts any responsibility for the accuracy of the opinions expressed in this presentation or the underlying assumptions. No obligation is assumed to update any forward-looking statements.

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 or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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

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

Information to distributers

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis 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 Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION") WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER")(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (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 THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

This Announcement is not for publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States of America (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the "United States"). This announcement is not an offer of securities for sale into the United States.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws 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 applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only (i) outside of the United States in accordance with Regulation S under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws; and (ii) in the United States only to a limited number of investors that are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Any offer or sale of Placing Shares in the United States will be made only by broker-dealers who are registered as such under the U.S. Exchange Act of 1934, as amended. There will be no public offer of Placing Shares in the United States.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.

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

The distribution of this Announcement and/or the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis or any of their respective affiliates, agents directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

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 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 or the Republic of South Africa or any other jurisdiction outside the EEA or the UK.

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

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

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.

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

1.	in the case of an investor in the United Kingdom, it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2.	in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Regulation (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:
(a)	it is a Qualified Investor within the meaning of the Prospectus Regulation; and
(b)	in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the Prospectus Regulation:
	(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Numis have been given to the offer or resale;
	(ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and
3.	it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and
4.	it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
5.	it (and any person on whose account it is acting, as referred to in paragraph 4 above) is either:
(c)	located outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or
(d)	if located in the United States, is a QIB who has executed and delivered to the Company and Numis a US investor letter substantially in the form provided to it.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on information contained in this Announcement and any other information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Numis or the Company other than the Publicly Available Information and neither Numis, the Company nor any other person acting on such person's behalf nor any of their affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor, and business advisor for legal, tax, financial and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Numis is acting as sole bookrunner in connection with the Placing and has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Numis, as agents for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares.

Numis has agreed that, subject to satisfaction or waiver of the Conditions and the Placing Agreement not having been terminated in accordance with its terms, it shall itself as principal subscribe for such number of the Placing Shares in respect of which Numis has been unable to procure placees by 5.00 p.m. on the Dealing Day immediately prior to Admission at the Placing Price. Furthermore, to the extent that any Placee procured by Numis fails to take up any or all of the Placing Shares which have been allocated to it in the Placing or which it has agreed to take up the Placing Price, subject to satisfaction or waiver of the Conditions and the Placing Agreement not having been terminated in accordance with its terms, Numis has agreed to itself take up such Placing Shares at the Placing Price on the terms of the Placing Agreement.

The Placing Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Applications for listing and admission to trading

Applications will be made to the FCA for admission of the Placing Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission").

It is expected that Admission of the Placing Shares will occur at or before 8.00 a.m. (London time) on 22 November 2021 (or such later time and/or date as Numis may agree with the Company) and that dealings in the Placing Shares will commence at the same time.

Participation in, and principal terms of, the Placing

1.	Numis is arranging the Placing as sole bookrunner and placing agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
2.	The price per Placing Share (the "Placing Price") is 107 pence. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of the Bookrunners.
3.	Allocations of the Placing Shares will be determined by Numis after consultation with the Company (the proposed allocations having been supplied by Numis to the Company in advance of such consultation). Allocations will be confirmed orally by Numis and a contract note will be despatched as soon as possible thereafter. Numis' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Numis and the Company, to acquire the number of Placing Shares allocated to it and to pay the Placing Price in respect of such shares on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Numis' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
4.	Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Numis. The terms of this Appendix will be deemed incorporated in that contract note.
5.	Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
6.	All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
7.	By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
8.	To the fullest extent permissible by law, neither Numis, nor the Company, nor any of its affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Numis, nor the Company, nor any of its affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Numis' conduct of the Placing or of such alternative method of effecting the Placing as Numis and the Company may determine.
9.	The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Numis' conduct of the Placing.
10.	All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Numis' obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions"):

11.	the LSE application and Official List application being submitted to the London Stock Exchange as required together with the relevant fee payable in respect of each application prior to 8.00 a.m. on the date of this Announcement;
12.	certain additional announcement obligations;
13.	Admission occurring no later than 8.00 a.m. (London time) on 22 November 2021 (or such later time and/or date, as the Company and Numis may agree in writing, such date to be not later than 5 Business Days following such date) (the "Closing Date");
14.	the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading as at the date of the Placing Agreement and immediately before Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting;
15.	the Company having performed all of its obligations under the Placing Agreement which fall to be performed or satisfied on or prior to Admission;
16.	the Acquisition Agreement becoming unconditional in all respects (other than as regards any condition relating to the Placing Agreement), not having been varied and Escrow Closing (as such term is defined in the Acquisition Agreement) having occurred;
17.	the Subscription Letter becoming unconditional in all respects (other than as regards any condition relating to the Placing Agreement) and not having been varied, terminated or rescinded, in each case prior to Admission;
18.	the Consent and Amendment Agreement becoming unconditional in all respects (other than as regards any condition relating to the Placing Agreement), the Company and the Agent (as defined therein) performing all their obligations thereunder and the Consent and Amendment Agreement not having been varied, terminated or rescinded, in each case prior to Admission; and
19.	there not having occurred, in the good faith opinion of Numis, any Material Adverse Change since the date of the Placing Agreement.

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

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

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

Right to terminate under the Placing Agreement

Numis is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

20.	where it comes to the knowledge of Numis that any of the Warranties was untrue or inaccurate or misleading when made and/or that any of the Warranties would be untrue or inaccurate or misleading if it were to be repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting and, in the opinion of Numis (acting in good faith), the effect of such is that it would prejudice the success of the Placing, the Subscription or the distribution of the New Ordinary Shares;
21.	any statement contained in this Announcement, the Acquisition Announcement or the Presentation Materials (or any amendment or supplement thereto) is or has become untrue or inaccurate in each case in any material respect or misleading or any matter has arisen, which would constitute a material omission from this Announcement, the Acquisition Announcement or the Presentation Materials or any of them (or any amendment or supplement to any of them);
22.	the application of the Company for Admission is withdrawn or refused by the FCA or the London Stock Exchange or, in the opinion of the Numis acting in good faith after consultation (where practicable) with the Company, will not be granted;
23.	if any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by Numis; or
24.	in the good faith opinion of Numis, a Material Adverse Change has occurred between the date of the Placing Agreement and Admission.

Upon termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

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

Restriction on further issue of shares

The Company has undertaken to Numis that, between the date of the Placing Agreement and 90 days after the Closing Date, it shall not, without the prior written consent of Numis directly or indirectly allot or issue any Ordinary Shares (or any other shares or securities in the capital of the Company) or issue any options over Ordinary Shares (or any securities exchangeable for, or convertible into, Ordinary Shares or other shares or securities in the capital of the Company save for the issue of any options pursuant to (and in accordance with the rules of) the Company's existing share option or share incentive schemes or for the issue of Ordinary Shares pursuant to the exercise of any options under such schemes.

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

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BKP36R26) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Numis reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

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

It is expected that settlement in respect of the Placing Shares will take place on 22 November 2021 on a delivery versus payment basis.

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

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar 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 of or agreement to transfer Placing Shares), neither Numis nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

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

General
25.	it has read and understood this Announcement in its entirety and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the Placing Shares or otherwise other than the information contained in this Announcement, the Acquisition Announcement (together the "Placing Documents") and the Publicly Available Information;
26.	the Ordinary Shares are listed on the premium listing segment of the Official List and are admitted to trading on the main market of the London Stock Exchange and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;
27.	the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Numis nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and Numis on an after-tax basis in respect of any Indemnified Taxes;
28.	neither Numis nor any of its affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
29.	time is of the essence as regards its obligations under this Announcement;
30.	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 Numis;
No distribution of Announcement
31.	it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;
No prospectus
32.	no prospectus or other offering document is required under the Prospectus Regulation or the UK Prospectus Regulation, nor will one be prepared in connection with the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;
Purchases by Numis for its own account
33.	in connection with the Placing, Numis and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Numis or any of its affiliates acting in such capacity;
34.	Numis and its affiliates may enter into financing arrangements and swaps with investors in connection with which Numis and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
35.	Numis does not intend to disclose the extent of any investment or transactions referred to in paragraphs 9 and 10 above otherwise than in accordance with any legal or regulatory obligation to do so;
No fiduciary duty or client of Numis
36.	Numis do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
37.	its participation in the Placing is on the basis that it is not and will not be a client of Numis in connection with its participation in the Placing and that Numis has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
No responsibility of Numis for information
38.	the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Numis nor its affiliates agents, directors, officers or employees nor any person acting on its behalf is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

Reliance on information regarding the Placing

39.
(a)	the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents, or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 15(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;
(b)	it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Numis or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
(c)	none of Numis, nor the Company, nor any of its affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested Numis, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and
(d)	neither Numis nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
40.	it may not rely, and has not relied, on any investigation that Numis, any of its affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
41.	in making any decision to subscribe for Placing Shares it:
(a)	has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;
(b)	will not look to Numis for all or part of any such loss it may suffer;
(c)	is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;
(d)	is able to sustain a complete loss of an investment in the Placing Shares;
(e)	has no need for liquidity with respect to its investment in the Placing Shares;
(f)	has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and
(g)	has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
Capacity and authority
42.	it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;
43.	it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:
(a)	duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and
(b)	and will remain liable to the Company and/or Numis for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
44.	it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Numis, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
45.	where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;
46.	it irrevocably appoints any duly authorised officer of Numis 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 for upon the terms of this Announcement;
Excluded territories
47.	the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;
48.	the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Placing Shares in Australia, New Zealand, Canada, Japan or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;
49.	unless otherwise specifically agreed with Numis, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;
50.	it may be asked to disclose in writing or orally to Numis:
(a)	if he or she is an individual, his or her nationality; or
(b)	if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
51.	it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act or (ii) a QIB and will duly execute a US investor letter and deliver the same to one of Numis or its affiliates;
52.	it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;
53.	it has not been offered to purchase or subscribe for Placing Shares by means of (i) any "directed selling efforts" as defined in Regulation S under the US Securities Act; or (ii) any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;
54.	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;
Compliance with EEA selling restrictions and the Prospectus Regulation
55.	if in a member state of the EEA, unless otherwise specifically agreed with Numis in writing, it is a Qualified Investor;
56.	it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
57.	if a financial intermediary, as that term is used in the Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime and MAR
58.	if in the United Kingdom, that it is a "Qualified Investor" for the purposes of the UK Prospectus Regulation and is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;
59.	it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
60.	it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by Numis in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
61.	it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR in respect of anything done in, from or otherwise involving, the United Kingdom);
Compliance with laws
62.	if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;
63.	it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
64.	in order to ensure compliance with the Regulations, Numis (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Numis or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Numis' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify Numis (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Numis and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
Depositary receipts and clearance services
65.	the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
Undertaking to make payment
66.	it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Numis may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
Money held on account
67.	any money held in an account with Numis on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Numis' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
Allocation
68.	its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that either Numis or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
No recommendation
69.	neither Numis, nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;
Inside information
70.	if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:
(a)	used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;
(b)	used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or
(c)	disclosed such information to any person, prior to the information being made publicly available;
Rights and remedies
71.	the rights and remedies of the Company and Numis under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and
Governing law and jurisdiction
72.	these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Numis in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

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

Indemnity

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

Taxation

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

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

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

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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

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

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

Definitions

"Acquisition Announcement"	means the announcement relating to the Acquisition
"Acquisition Agreement"	means the sale and purchase agreement dated the date of this Announcement between the Buyers and the Sellers (as defined in that agreement).
"Admission"	means the admission of the Placing Shares to the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with the Listing Rules and the Admission and Disclosure Standards of the London Stock Exchange.
"Announcement"	means this Announcement (including the Appendix).
"Closing Date"	means the date on which the transactions effected in connection with the Placing and Subscription will be settled.
"Consent and Amendment Agreement"	the amendment agreement between (i) the Company and (ii) Barclays Bank plc (acting as Agent) relating to a £250,000,000 senior term and revolving facilities agreement originally dated 22 November 2017 as amended and/or restated on 1 June 2018, 11 July 2018, 17 December 2019, 7 April 2020, 7 May 2020 and 21 December 2020.
"CREST"	means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form.
"EEA"	European Economic Area.
"FSMA"	means the Financial Services and Markets Act 2000 (as amended).
"Group"	the Company and its subsidiary undertakings.
"Indemnified Taxes"	has the meaning given in paragraph 3 of the sub-heading titled 'General' in the appendix to this Announcement.
"London Stock Exchange"	London Stock Exchange plc
"MAR"	the UK version of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.
"Material Adverse Change"	means any material adverse effect or change in, or any development reasonably likely to result in a material adverse change in, or affecting, the condition (financial, operational, management, legal, regulatory or otherwise), earnings, business, management, solvency, result of operations or prospects of the Group taken as a whole, in each case whether or not arising in the ordinary course of business.
"Official List"	the Official List of the FCA.
"Placing Documents"	this Announcement and the Acquisition Announcement.
"Placing Price"	107 pence per Placing Share.
Publicly Available Information	has the meaning given to the term in the paragraph titled 'No prospectus' in the Appendix
"QIB"	investors that are "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.
"Regulation S"	means Regulation S promulgated under the US Securities Act.
"Regulations"	has the meaning given in paragraph 39 of the sub-heading titled 'Compliance with laws' in the Appendix.
"Relevant Member State"	a member state of the EEA which has implemented the Prospectus Regulation.
"RIS"	regulatory information service.
"Subscription Letter"	the letter agreement between the Company and SVPGlobal dated 18 November 2021, pursuant to which SVPGlobal has conditionally agreed to subscribe for ordinary shares in the capital of the Company.
"US Securities Act"	US Securities Act of 1933, as amended.
"SVPGlobal"	Investment funds managed by Strategic Value Partners, LLC

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Hyve Group (HYVE)

Tuesday, 3rd December 2024

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