Proposed Placing to Raise Minimum c.£16 million

RNS Number : 5810S

i3 Energy PLC

12 March 2019

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO 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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF I3 ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

12 March 2019

i3 Energy plc

("i3" or the "Company")

Proposed Placing to Raise Minimum c.£16 million

i3 Energy plc, an independent oil and gas company with assets and operations in the UK, today announces its intention to issue new ordinary shares of £0.0001 each in the Company ("Ordinary Shares") via an accelerated bookbuild (the "Bookbuild") to raise in aggregate gross proceeds of not less than £16 million ("Placing") at a price of 37 pence per share ("Placing Price").

The Bookbuild will open immediately following the release of this announcement and a further announcement confirming the closing and final details of the Bookbuild is expected to be made in due course.

It is proposed that the Placing be conducted in two tranches.  The first tranche of the Placing (the "First Tranche") will be completed using the authority to allot Ordinary Shares granted to the Company's directors at its most recent annual general meeting (the Company having existing authority to allot up to 11,005,527 Ordinary Shares).  Completion of the second tranche of the Placing (the "Second Tranche") will be conditional upon, inter alia, shareholder approval being obtained at the General Meeting. Canaccord, GMP FirstEnergy and WHI are acting as Joint Bookrunners in relation to the Placing.

In order to provide an opportunity for those Shareholders who have not been able to participate in the Placing to invest further in i3, the Company intends to conduct an open offer at the Placing Price, open to Qualifying Shareholders only, to raise up to £2 million of additional funds for the Company (the "Open Offer").  Further details of the Open Offer will be announced by the Company in due course, together with the despatch of a circular to shareholders setting out the terms of the Open Offer with instructions as to how to participate.   The Company's ability to complete the Open Offer will be dependent on the passing of the necessary resolutions at the General Meeting.

Use of Proceeds

It is intended that the aggregate net proceeds of the Placing and the anticipated £24 million junior secured loan note facility with warrants (the "Junior Facility") outlined in its announcement on 25 February 2019 will fund i3's planned 2019 multi-well appraisal and development drilling programme at its 100% owned and operated Liberator oil field and Serenity prospect and its near term working capital requirements. The programme is expected to commence as early as June 2019 and is targeting STOIIPs of 314 and 197 million barrels respectively. i3 plans to:

·    Drill the A3 appraisal well in Block 13/23c ("Liberator West"), expected to convert Liberator West resources into reserves

·    Drill the first Liberator Phase I development well ("L2 Well") in Block 13/23d, which will be suspended for completion in 2020

·    Drill the S1 well into the Serenity prospect that i3 expects will prove a material extension of the neighbouring Tain discovery

As announced on 25 February 2019, the Company has entered into a term sheet for the Junior Facility, which is subject to the relevant lenders' investment committee approvals of final legally binding documentation which will include certain conditions precedent that the Company and the participants expect to be met during April 2019.  The aggregate proceeds of the Junior Facility and the Placing are expected to be sufficient, subject to the outcome of the 2019 drilling programme, to allow i3 to draw on an anticipated c$100million senior debt facility, which the Company is currently negotiating with multiple interested banks and financial institutions.  The senior debt facility will be applied to fund the remainder of i3's currently envisaged 2019/20 capital expenditure plan. As previously announced, following the 2019 three-well development and appraisal campaign referred to above, in 2020 the Company expects to undertake further development drilling and to secure delivery of first oil from Liberator at approximately 20,000 bopd. With the successful appraisal and development of Liberator and Serenity, i3 could potentially produce more than 200 MMbbls from its current licences.

i3 continues to progress its joint venture farmout process which has attracted numerous interested parties. The Company will optimise the bid date to ensure all bona fide counterparties are allowed to complete their due diligence within an expedited time frame.

The Placing and the Bookbuild

Canaccord, GMP FirstEnergy and WHI will commence the Bookbuild with immediate effect. The Joint Bookrunners have entered into the Placing Agreement under which, subject to the conditions set out therein, the Bookrunners have agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price and as set out in the Placing Agreement.

The final number of new Ordinary Shares to be issued pursuant to the Placing (the "Placing Shares") will be determined following the close of the Bookbuild, with the Placing Shares, upon issue, being fully paid and ranking pari passu in all respects with the Existing Ordinary Shares.

The timing of the closing of the Bookbuild and allocations of Placing Shares are at the discretion of the Joint Bookrunners and the Company. The details of the results of the Placing will be announced as soon as practicable after the close of the Bookbuild. Attention is drawn to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only).

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 in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Majid Shafiq, CEO of i3 Energy commented:

"Today's placing, alongside our anticipated junior loan facility, allows us to retain a 100% interest in and operatorship of the Liberator field and Serenity prospect and ensures i3 is in a robust and competitive position to deliver substantial shareholder growth as we move into an operationally driven phase. This is a further key milestone that the management team has delivered on and ensures that the drilling of our first three wells remains on track to commence in June 2019 using the Blackford Dolphin drilling rig.

"Liberator is a highly material project with attractive production potential and strong growth optionality relative to the size of i3. We will continue to pursue joint venture discussions from a position of financial strength with a number of high calibre potential partners as we also progress a senior debt facility that will enable the Company to develop Liberator on a 100% basis until such time as we attract a JV farmout proposal that we believe to be commensurate with the potential of our asset base.

"I would like to thank shareholders for their support and look forward to a transformational 2019 and 2020."

ENDS

CONTACT DETAILS:

	i3 Energy plc
	Majid Shafiq (CEO) / Graham Heath (CFO)	c/o Camarco Tel: [phone]
	WH Ireland Limited (Nomad and Joint Broker)
	James Joyce, James Sinclair-Ford	Tel: [phone]
	GMP FirstEnergy (Joint Broker)
	Jonathan Wright	Tel: [phone]
	Canaccord Genuity Limited (Joint Broker) Henry Fitzgerald- O'Connor, James Asensio	Tel: [phone]
	Camarco Georgia Edmonds, Jane Glover, James Crothers	Tel: [phone]

Notes to Editors: i3 is an oil and gas development company initially focused on the North Sea. The Company's core asset is the Greater Liberator Area, located in Blocks 13/23d and 13/23c, containing 11 MMBO of 2P Reserves, 22 MMBO of 2C Contingent Resources and 47 MMBO of mid-case Prospective Resources. The Greater Liberator Area consists of the Liberator oil field discovered by well 13/23d-8 and the Liberator West extension, both of which i3 hold a 100% working interest in. The Company's strategy is to acquire high quality, low risk producing and development assets, to broaden its portfolio and grow its reserves and production. The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

Details of the Placing

The Company is seeking to raise not less than £16 million by way of the Placing through the issue of the Placing Shares at 37 pence per share. The Placing Shares will be offered by way of an accelerated book building process which will launch immediately following this announcement.

Placing Agreement

The Company, GMP FirstEnergy, Canaccord and WHI have today entered into the Placing Agreement, pursuant to which the Company has appointed GMP FirstEnergy, Canaccord and WHI as the Company's agents to use their reasonable endeavours to procure subscribers for the Placing Shares. The Placing is not being underwritten by GMP FirstEnergy, Canaccord and/or WHI. The Company has agreed to pay GMP FirstEnergy, Canaccord and WHI and certain commissions and fees in connection with the Placing.

The First Tranche of the Placing is conditional on, amongst other things, Admission of such number of the Placing Shares as comprises the First Tranche occurring on or before 8.00 a.m. on 18 March 2019 (or such later time and/or date as the Company, GMP FirstEnergy, Canaccord and WHI may agree, being not later than 8.00 a.m. on 25 March 2019:

The Second Tranche of the Placing is conditional, amongst other things, on the passing of the resolutions to be proposed at the General Meeting and Admission of the relevant Placing Shares occurring on or before 8.00 a.m. on 1 April 2019 (or such later time and/or date as the Company, GMP FirstEnergy, Canaccord and WHI may agree, being not later than 8.00 a.m. on 15 April 2019).

The Placing Agreement contains certain customary warranties given by the Company concerning the accuracy of the information in this announcement as well as other matters relating to the Group and its business. The Placing Agreement is terminable by GMP FirstEnergy, Canaccord and WHI in certain circumstances prior to Admission, including for force majeure or in the event of a material adverse change to the business of the Company or the Group. The Company has also agreed to indemnify GMP FirstEnergy, Canaccord and WHI against all losses, costs, charges and expenses which they may suffer or incur as a result of, occasioned by or attributable to the carrying out of their duties under the Placing Agreement in respect of the Placing Shares.

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

Admission, settlement and CREST

Application will be made to the London Stock Exchange for Admission of the New Ordinary Shares to trading on AIM.

It is expected that First Admission will become effective at 8.00 a.m. on 18 March 2019 (or such later date as the Company, GMP FirstEnergy, Canaccord and WHI may agree, being not later than 8.00 a.m. on 25 March 2019) and that dealings in the relevant New Ordinary Shares will also commence at that time.

It is expected that, subject to the passing of the resolutions to be proposed at the General Meeting, Second Admission will become effective at 8.00 a.m. on 1 April 2019 (or such later date as the Company, GMP FirstEnergy, Canaccord and WHI may agree, being not later than 8.00 a.m. on 15 April 2019) and that dealings in the relevant Placing Shares will also commence at that time.

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Existing Ordinary Shares are already admitted to CREST and therefore the New Ordinary Shares will also be eligible for settlement in CREST. CREST is a voluntary system and subscribers of the Placing Shares who wish to retain certificates will be able to do so upon request. The Placing Shares due to uncertificated holders are expected to be delivered in CREST on the relevant date of Admission.

DEFINITIONS

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

Admission	the admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange as they may be amended and replaced from time to time
Articles	the articles of association of the Company
Bookbuild	the issue of new Ordinary Shares of £0.0001 each in the Company via an accelerated bookbuild
Bopd	Barrels of oil per day
Canaccord	Canaccord Genuity Limited, joint broker to the Company and a company incorporated in England and Wales, with registered number 01774003, whose registered office is at 88 Wood Street, London EC2V 7QR
Company or i3	i3 Energy Plc a company incorporated in England and Wales with registered number 10699593, whose registered office is at New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, United Kingdom, SO53 3LG
CREST	the relevant system (as defined in the CREST Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
CREST Regulations	the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
Existing Ordinary Shares	the 41,017,438 Ordinary Shares in issue at the date of this announcement
First Admission	admission of the First Tranche Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
First Tranche	the first tranche of the Placing completed using the authority to allot Ordinary Shares granted to the Company's directors at its most recent annual general meeting (which would allow for the issue of [xx] Ordinary Shares)
First Tranche Shares	11,005,527 new Ordinary Shares to be issued pursuant to the Placing of the First Tranche
General Meeting	a general meeting of the Company to be convened shortly after completion of the First Tranche
GMP FirstEnergy	FirstEnergy Capital LLP, joint broker to the Company and a limited liability partnership incorporated in England and Wales, with registered number OC346410, whose registered office is at  85 London Wall, London, EC2M 7AD
Group	the Company and its subsidiaries and subsidiary undertakings from time to time
Joint Bookrunners	Canaccord, GMP FirstEnergy and WHI
Junior Facility	the Company's anticipated £24 million junior secured loan note facility with warrants
Liberator West	UK Offshore Licence P.2358 Block 13/23c
London Stock Exchange	London Stock Exchange plc
MAR	the Market Abuse Regulation (EU/596/2014)
MMbbls	millions of barrels of oil
New Ordinary Shares	the Placing Shares
Non-Qualifying Shareholders	Shareholders who are resident or located in a Restricted Jurisdiction
Ordinary Shares	ordinary shares of £0.0001 each in the capital of the Company
Placees	those persons who subscribe for Placing Shares pursuant to the Placing
Placing	the conditional placing of the Placing Shares at the Placing Price by WHI, GMP FirstEnergy and Canaccord as agents for and on behalf of the Company pursuant to the terms and conditions of the Placing Agreement
Placing Price	37 pence per Placing Share
Placing Agreement	the conditional agreement dated 12 March 2019 relating to the Placing and entered into between the Company, GMP FirstEnergy, Canaccord and WHI
Placing Shares	the new Ordinary Shares to be issued to Placees pursuant to the Placing
Qualifying Shareholders	all holders of Existing Ordinary Shares on the record date for the Open Offer (whether or not such shares are held in uncertificated or certificated form) that are not Non-Qualifying Shareholders
Restricted Jurisdiction	any of the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law or regulations
Second Admission	admission of the Second Tranche Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
Second Tranche	the second tranche of the Placing conditional upon Shareholders' approval being obtained at the General Meeting
Second Tranche Shares	a minimum of 32,237,717 new Ordinary Shares to be issued pursuant to the Placing of the Second Tranche
Stock tank oil initially in place or STOIIP	a method of estimating how much oil in a reservoir can be economically brought to the surface
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any state of the United States and the District of Columbia and all other areas subject to its jurisdiction
£ or Sterling	pounds sterling, the basic currency of the United Kingdom
US$	United States dollar, the legal currency of the United States
WHI	WH Ireland Limited, nominated adviser and joint broker to the Company and a company incorporated in England and Wales, with registered number 02002044, whose registered office is at 24 Martin Lane, London EC4R 0DR

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE GROUP (FORWARD-LOOKING STATEMENTS) WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. 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.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, (QUALIFIED INVESTORS) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) ARE PERSONS FALLING WITHIN ARTICLE 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 IN (A) OR (B) TOGETHER BEING REFERRED TO AS RELEVANT PERSONS).

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT PERSONS. 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. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

In this Appendix, unless the context requires, Placee means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or W H Ireland Limited (WHI), the Company's nominated adviser, FirstEnergy Capital LLP (GMP FirstEnergy) or Canaccord Genuity Limited (Canaccord), or any of their respective affiliates (within the meaning of Rule 405 under the US Securities Act of 1933, as amended (the Securities Act)) or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, WHI, GMP FirstEnergy, Canaccord or any of such persons' Affiliates (as defined below), directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and will be offered or sold only outside of the United States in accordance with Regulation S under the Securities Act.

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; 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 United States, Australia, New Zealand, Canada, Japan or 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 the United States, Australia, New Zealand, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company, WHI, GMP FirstEnergy and Canaccord to inform themselves about, and observe, any such restrictions.

This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Placees will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by WHI, GMP FirstEnergy and/or Canaccord.

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

1             DETAILS OF THE PLACING

1.1          WHI, GMP FirstEnergy and Canaccord today entered into an agreement with the Company (the Placing Agreement). Under the Placing Agreement, subject to certain conditions, WHI, GMP FirstEnergy and Canaccord, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.  The Placing is not being underwritten by WHI, GMP FirstEnergy or Canaccord.

1.2          The Placing Shares will, when issued, be 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 or made after the date of issue of the Placing Shares.

2             APPLICATIONS FOR ADMISSION TO TRADING

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

2.2          It is expected that admission of the First Tranche Shares will become effective on or around 18 March 2019 (First Admission) and that dealings in the First Tranche Shares will commence at 8.00 a.m. on the same day.

2.3          It is expected that admission of the Second Tranche Shares will become effective on or around 1 April 2019 (Second Admission) and that dealings in the Second Tranche Shares will commence at 8.00 a.m. on the same day.

3             PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING 

3.1          WHI, GMP FirstEnergy and Canaccord are acting as joint brokers and as agents for the Company in connection with the Placing, Application and Admission.  WHI, GMP FirstEnergy and Canaccord are each authorised and regulated in the United Kingdom by the FCA, and are each 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 WHI, GMP FirstEnergy and Canaccord or for providing advice in relation to the matters described in this Announcement. 

3.2       Participation in the Placing is only available to persons who may lawfully be, and are invited to participate in it by WHI, GMP FirstEnergy and/or Canaccord.  WHI, GMP FirstEnergy and Canaccord and their respective Affiliates are each entitled to participate in the Placing as principals.

3.3          The Placing Price will be a fixed price of 37 pence per Placing Share. Details of the number of Placing Shares will be announced as soon as practicable after the closing of the Bookbuild

3.4          Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by WHI, GMP FirstEnergy, Canaccord or one of their respective Affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment.  The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and WHI, GMP FirstEnergy or Canaccord (as applicable) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement in its entirety.  An offer to acquire Placing Shares, which has been communicated by a prospective Placee to WHI, GMP FirstEnergy or Canaccord (as applicable) 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 WHI, GMP FirstEnergy or Canaccord (as applicable).

3.5          Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to WHI, GMP FirstEnergy or Canaccord, as applicable (as agents of the Company), to pay the relevant entity (or as it may direct) in cleared funds immediately on settlement an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each Placee's obligation will be owed to the Company and to WHI, GMP FirstEnergy or Canaccord, as applicable.

3.6          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".

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

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

3.9          To the fullest extent permitted by law and applicable FCA rules, neither (i) WHI, (ii) any of its directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with WHI as defined in FSMA ((i), (ii) and (iii) being together Affiliates and individually an Affiliate), shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

3.10        To the fullest extent permitted by law and applicable FCA rules, neither (i) GMP FirstEnergy, (ii) any of its directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any Affiliate of GMP FirstEnergy, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

3.11        To the fullest extent permitted by law and applicable FCA rules, neither (i) Canaccord, (ii) any of its directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any Affiliate of Canaccord), shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

4          CONDITIONS OF THE PLACING

4.1          WHI's, GMP FirstEnergy's and Canaccord's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

4.1.1             the compliance by the Company with all its obligations which are required to be performed or satisfied on or prior to Admission;

4.1.2             the respective obligations of WHI, GMP FirstEnergy and Canaccord under the Placing Agreement not having been terminated prior to Admission;

4.1.3             in respect of the placing of the First Tranche Shares, First Admission occurring by 8:00 am on 18 March 2019 (or such later time and date as WHI, GMP FirstEnergy and Canaccord (acting together) may agree being not later than 8:00 a.m. on 25 March 2019);

4.1.4             in respect of the placing of the Second Tranche Shares, the due passing of a resolution at a general meeting of the shareholders of the Company approving the allotment of the Second Tranche Shares; and

4.1.5             in respect of the placing of the Second Tranche Shares, Second Admission occurring by 8:00 am on 1 April 2019 (or such later time and date as WHI, GMP FirstEnergy and Canaccord (acting together) may agree being not later than 8:00 a.m. on 15 April 2019).

4.2          If (i) any condition contained in the Placing Agreement in relation to the First Tranche Shares and / or the Second Tranche Shares is not fulfilled or waived by WHI, GMP FirstEnergy and Canaccord (acting together), by the respective time or date where specified (or such later time or date as WHI, GMP FirstEnergy and Canaccord may agree), (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in accordance with its terms, the Placing of such shares will not proceed and the Placees' rights and obligations hereunder in relation to the relevant shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

4.3          WHI, GMP FirstEnergy and Canaccord may, in their sole discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that conditions 4.1.3 and 4.1.5 above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

4.4          None of WHI, GMP FirstEnergy or Canaccord 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 the 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 WHI, GMP FirstEnergy and Canaccord (acting together). 

5             TERMINATION OF THE PLACING AGREEMENT

5.1          WHI, GMP FirstEnergy and Canaccord are entitled, at any time prior to Admission, to terminate the Placing Agreement in respect of the Placing Shares in accordance with the terms of the Placing Agreement by giving written notice to the Company in certain circumstances, including but not limited to any of the warranties given to WHI, GMP FirstEnergy and Canaccord in the Placing Agreement being untrue, inaccurate or misleading in any material respect, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, a matter arising which might in the opinion of WHI, GMP FirstEnergy and/or Canaccord, acting in good faith, give rise to a claim under the indemnities in the Placing Agreement or the occurrence of a force majeure event which in the opinion of WHI, GMP FirstEnergy and Canaccord would be materially adverse to the success of the Placing or would render proceeding with the Placing impracticable or inadvisable.

5.2          By participating in the Placing, Placees agree that the exercise by WHI, GMP FirstEnergy and Canaccord of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WHI, GMP FirstEnergy and Canaccord, that it need not make any reference to Placees and that none of WHI, GMP FirstEnergy, Canaccord or the Company (or any of their respective directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.

6             NO ADMISSION DOCUMENT OR PROSPECTUS

6.1          No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined below).

6.2          Each Placee, by accepting a participation 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 other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, WHI, GMP FirstEnergy or Canaccord or any other person and none of WHI, GMP FirstEnergy, Canaccord nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7             REGISTRATION AND SETTLEMENT

7.1          Settlement of transactions in the Placing Shares (ISIN: GB00BDHXPJ60) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST), subject to certain exceptions.  WHI, GMP FirstEnergy and Canaccord reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in their opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

7.2          Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with WHI, GMP FirstEnergy or Canaccord (as applicable), stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to WHI, GMP FirstEnergy or Canaccord (as applicable) and settlement instructions.  Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with WHI, GMP FirstEnergy or Canaccord (as applicable).

7.3          The Company will (via its registrar) deliver the Placing Shares to a CREST account operated by WHI or Canaccord (as applicable) as agent for the Company and WHI or Canaccord (as applicable) will enter its delivery (DEL) instruction into the CREST system.  WHI or Canaccord (as applicable) will hold any Placing Shares delivered to this account as nominee for the Placees. 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.

7.4          It is expected that settlement of the First Tranche Shares will take place on or around 18 March 2019 and settlement of the Second Tranche Shares will take place on or around 1 April 2019, in each case in accordance with the instructions set out in the contract note.

7.5          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 the base rate of Barclays Bank plc from time to time.

7.6          Each Placee agrees that, if it does not comply with these obligations, WHI, GMP FirstEnergy or Canaccord (as applicable) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WHI's, GMP FirstEnergy's or Canaccord's account and benefit (as applicable), 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 may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

7.7          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.

7.8          Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

8             REPRESENTATIONS AND WARRANTIES

8.1       By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

8.1.1             it has read and understood this Announcement (including this Appendix) in its entirety and its subscription for the Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement and undertakes not to redistribute or duplicate this Announcement;

8.1.2             no offering document, admission document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing;

8.1.3             the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the other applicable rules and practices of the London Stock Exchange and/or the FCA (collectively Exchange Information), which includes the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

8.1.4             (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions 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 and has satisfied itself that the information is still current; (ii) none of WHI, GMP FirstEnergy, Canaccord, the Company, any of their respective Affiliates or any person acting on behalf of any of them has provided, or will provide it, with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested WHI, GMP FirstEnergy, Canaccord, the Company or any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such information;

8.1.5             the content of this Announcement is exclusively the responsibility of the Company and that none of WHI, GMP FirstEnergy, Canaccord, their Affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;

8.1.6             the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by WHI, GMP FirstEnergy, Canaccord or the Company or any of their Affiliates or any person acting on behalf of any of them and none of WHI, GMP FirstEnergy, Canaccord, the Company, any of their Affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement and any Exchange Information;

8.1.7             it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation 596/2014 concerning the Company in accepting this invitation to participate in the Placing and is not purchasing Placing Shares on the basis of "inside information";

8.1.8             it has the funds available to pay for the Placing Shares it has agreed to subscribe for and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as WHI, GMP FirstEnergy or Canaccord (as applicable) determines;

8.1.9             it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (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) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

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

8.1.11           (i) the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; 

8.1.12           it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (high net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA (Qualified Investor), being a person falling within Article 2.1(e) of the Prospectus Directive.  For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

8.1.13           if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares purchased 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 European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of WHI, GMP FirstEnergy and Canaccord has been given to the offer or resale;

8.1.14           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 this Announcement has not been approved by WHI, GMP FirstEnergy or Canaccord in their 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 financial promotion by an authorised person;

8.1.15           it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

8.1.16           it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the European Economic Area);

8.1.17           it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

8.1.18           it is aware of and acknowledges that it is required to comply, and does and will comply, with its obligations under the Criminal Justice Act 1993 and the EU Market Abuse Regulation 596/2014 in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017 and the Money Laundering Sourcebook of the FCA (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;

8.1.19           it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

8.1.20           the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary 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 the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of 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;

8.1.21           it, or the person specified by it for registration as a holder of the Placing Shares, 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), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of WHI, GMP FirstEnergy, Canaccord, the Company, any of their respective Affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company, WHI, GMP FirstEnergy and Canaccord on an after tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of WHI, GMP FirstEnergy or Canaccord (as applicable) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

8.1.22           none of WHI, GMP FirstEnergy, Canaccord any of their Affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

8.1.23           none of WHI, GMP FirstEnergy, Canaccord any of their Affiliates or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of WHI, GMP FirstEnergy or Canaccord and that WHI, GMP FirstEnergy and Canaccord have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or 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;

8.1.24           in order to ensure compliance with the Money Laundering Regulations 2017, WHI, GMP FirstEnergy and Canaccord (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to WHI, GMP FirstEnergy, Canaccord or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at WHI's, GMP FirstEnergy's and Canaccord's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at WHI's, GMP FirstEnergy's or Canaccord'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 WHI, GMP FirstEnergy or Canaccord (as applicable) (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, WHI, GMP FirstEnergy or Canaccord 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;

8.1.25           WHI, GMP FirstEnergy and Canaccord may, and their Affiliates acting as an investor for its or their own account(s) may, 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, WHI, GMP FirstEnergy, Canaccord and/or any of their respective Affiliates acting as an investor for its or their own account(s).  None of WHI, GMP FirstEnergy, Canaccord nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

8.1.26           these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, 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 Wales 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, 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, WHI, GMP FirstEnergy or Canaccord 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;

8.1.27           the Company, WHI, GMP FirstEnergy and Canaccord and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to WHI, GMP FirstEnergy and Canaccord, on their own behalf and on behalf of the Company, and are irrevocable;

8.1.28           it irrevocably appoints any duly authorised officer of WHI, GMP FirstEnergy or Canaccord as 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 or purchase upon the terms of this Announcement;

8.1.29           it will indemnify on an after tax basis and hold the Company, WHI, GMP FirstEnergy, Canaccord and their respective Affiliates 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, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

8.1.30           (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) it has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its subscription for Placing Shares;

8.1.31           none of the Company, WHI, GMP FirstEnergy or Canaccord are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations; and

8.1.32           its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms 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 conduct of the Placing.

8.2          The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Company, and to WHI, GMP FirstEnergy and Canaccord for themselves and on behalf of the Company and are irrevocable.

8.3          The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for 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 subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company, WHI, GMP FirstEnergy nor Canaccord will be responsible, and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WHI, GMP FirstEnergy and Canaccord in the event that any of the Company and/or WHI, GMP FirstEnergy and/or Canaccord have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WHI, GMP FirstEnergy and Canaccord accordingly.

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

8.5          Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that none of WHI, GMP FirstEnergy nor Canaccord owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

8.6          Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that WHI, GMP FirstEnergy, Canaccord nor any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

8.7          When a Placee or person acting on behalf of the Placee is dealing with WHI, GMP FirstEnergy or Canaccord, any money held in an account with WHI, GMP FirstEnergy or Canaccord (as applicable) 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 rules and regulations of the FCA made under FSMA.  The Placee acknowledges and agrees 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 WHI's, GMP FirstEnergy's or Canaccord's money (as applicable) in accordance with the client money rules and will be used by WHI, GMP FirstEnergy or Canaccord in the course of its own business; and the Placee will rank only as a general creditor of WHI, GMP FirstEnergy or Canaccord (as applicable).

8.8          Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

8.9          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.

8.10        All times and dates in this Announcement may be subject to amendment. WHI, GMP FirstEnergy and Canaccord shall notify the Placees and any person acting on behalf of a Placee of any changes.

 

END

 

 

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