Placing and Open Offer

RNS Number : 3638H

Invinity Energy Systems PLC

03 December 2020

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) (THE "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, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

3 December 2020

Invinity Energy Systems plc

("Invinity" or the "Company")

Placing to raise £20.5 million and Open Offer to raise up to approximately £2 million

Invinity Energy Systems plc (AIM:IES), manufacturer of vanadium flow batteries for the large-scale energy storage requirements of businesses, industry and electricity networks, today announces a placing for cash of 11,714,286 new ordinary shares of €0.50 each ("PlacingShares") in the capital of the Company to institutional investors (the "Placing"). The Company has raised gross proceeds of £20.5 million, before expenses, through the Placing at a price of 175 pence per Placing share (the "Issue Price").

Canaccord Genuity Limited ("Canaccord Genuity") is acting as Nominated Adviser and Joint Bookrunner and VSA Capital Limited ("VSA Capital") as Financial Adviser and Joint Bookrunner in respect of the Placing.

In addition to the Placing, Invinity further announces that it proposes to raise up to approximately £2 million (before expenses) by way of a conditional open offer (the "Open Offer", and together with the Placing the "Fundraising") of new Ordinary Shares (the "Open Offer Shares" and, together with the Placing Shares, the "New Ordinary Shares"). Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for up to  1,141,325 Open Offer Shares at the Issue Price, on the basis of

1 Open Offer Share for every 64 Ordinary shares held

on 1 December 2020 (the "Record Date"). Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

Fundraising highlights:

•	The Company is proposing to raise total gross proceeds of £ 22 .5 million from the Placing and Open Offer (assuming full take up of the Open Offer).
•	The price at which the Placing Shares are to be placed is 175 pence per Placing Share.
•	The Issue Price represents a discount of approximately 8.1 per cent. to the closing mid-market share price per Ordinary Share on 2 December 2020, being the last practicable date prior to the publication of this Announcement.
•	The Placing is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement).
•	Funds raised will be used to scale up production capabilities to meet commercial demand, execute on sales pipeline and thereby assist in driving down unit costs.
•	The Placing Shares will represent approximately 16.0 per cent. of the Company's existing issued ordinary share capital. The New Ordinary Shares, assuming full take-up under the Open Offer, will represent approximately 17.6 per cent. of the Company's existing issued share capital.
•	The Fundraising is not being underwritten.
•	Admission of the Placing Shares to trading on AIM ("FirstAdmission") is expected to occur no later than 8.00 a.m. on 8 December 2020 or such later time and/or date as Canaccord Genuity, VSA Capital and the Company may agree (being in any event no later than 8.00 a.m. on 31 January 2021).
•	Admission of the Open Offer Shares to trading on AIM ("Second Admission") is conditional upon, inter alia, the passing of the Resolution at the General Meeting. Second Admission is expected to occur on or before 8.00 a.m. on 23 December 2020 (or such later date as Canaccord Genuity, VSA Capital and the Company may agree, being not later than 8.00 a.m. on 31 January 2021).

Completion of the Open Offer is subject, inter alia, to shareholder approval to enable the issue of the Open Offer Shares, which will be sought at a General Meeting of the Company expected to be held at the offices of the Company at Suite 4.12 Clerkenwell Workshops, 27-31 Clerkenwell Close, London EC1R 0AT (the "General Meeting"). A circular, containing further details of the Placing and the Open Offer and notice of the General Meeting to be held at 2.00 p.m. on 22 December 2020 to, inter alia, approve the Resolution required to implement the Open Offer (the "Circular"), is expected to be published and despatched to Shareholders today.

In the event that the Open Offer is not fully subscribed, Canaccord Genuity and VSA Capital have the option to place the balance of the Open Offer Shares, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer (the "Placing Option"). The Placing Option will not be underwritten.

Larry Zulch, Chief Executive Officer of Invinity Energy Systems plc, said:

"We are delighted at what this fundraise means for Invinity's plans to execute on our growing sales pipeline and advance the commercial deployment of vanadium flow batteries. We welcome an impressive group of new investors and are deeply grateful for the continued support of our existing shareholders. The money we raised represents trust in us and confidence in our prospects; we will do everything in our power to merit both."

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

The person responsible for arranging the release of this Announcement on behalf of the Company is Peter Dixon-Clarke, a director of the Company.

Enquiries:

Invinity Energy Systems plc Larry Zulch, Chief Executive Officer Peter Dixon-Clarke, Chief Financial Officer Joe Worthington, Director of Communications	[phone]
Canaccord Genuity (Nominated Adviser and Joint Broker) Henry Fitzgerald-O'Connor / James Asensio / Angelos Vlatakis	[phone]
VSA Capital (Financial Adviser and Joint Broker) Andrew Monk / Simon Barton	[phone]
Hudson Sandler (Financial PR) Nick Lyon / Nick Moore	[phone]

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

Background to and reasons for the Placing and Open Offer :

Invinity Energy Systems was formed in April 2020 as the result of a merger between redT energy plc and Avalon Battery Corporation, leading development-stage vanadium flow battery manufacturers, each seeking to reach the scale and level of commercialisation required to compete in a global market currently dominated by large, incumbent lithium-ion battery suppliers from Asia and the United States.

Today, Invinity is one of the global leaders in Vanadium Flow Battery ("VFB") technology, with operations in Europe, North America, Asia and Africa. The Company's technology is backed by over 14 years of development, 73 patents and approximately £40 million of investment. To date, approximately 10 MWh of Invinity flow batteries have been installed at more than 40 sites, in 15 different countries, on five continents, with a further 17.8 MWh currently under contract for delivery in 2021.

Invinity energy storage systems are a leading, commercially viable alternative to existing battery technology such as lithium-ion. Invinity's VFB technology addresses the key shortcomings of conventional lithium-ion battery technology and can either complement or replace systems using that technology.

Invinity's VFBs achieve the following key differentiators:

· Longer duration - Optimised for requirements of 3-10 hours

· More durable - No degradation from heavy cycling and a 25-year lifetime

· Safer - Non-flammable with no risk of thermal runaway

· Compelling economics - Competitive levelised cost of storage (LCOS)

· Sustainable materials - No conflict minerals and readily recyclable components

· Factory built - Standardised product drives price down and quality up

As evidenced in the current trading and prospects section below, there has been significant commercial demand for the Company's products in the year to date and the Company's contracted order backlog now effectively fills manufacturing capacity into H2 2021 according to management projections. The Directors therefore intend to use the net proceeds raised by the Fundraise to scale up production capabilities to meet strong market demand, execute on the existing sales pipeline and assist in driving down unit costs.

It is the Directors belief that the Fundraising will accelerate progress toward profitability as Invinity is able to reduce lead-times for project delivery, improve its working capital position and benefit from associated economies of scale.

The Market Opportunity

Invinity's goal is simple: capture 10% of the global energy storage market by 2030.

Industry analysts remain bullish on the global energy storage market growth. Bloomberg New Energy Finance predict the sector will receive approximately US$620 billion in new investment by 2040 with the market projected to grow at nearly 900 per cent. between 2017 and 2022. Against this background, VFBs are expected to capture around 18 per cent. of a total addressable stationary energy storage market by 2027. This positive sentiment is supported by various intergovernmental organisations including the World Energy Council who view energy storage as "instrumental in the grand energy transition" in a recent report.

According to a recent report published by leading independent think tank, RethinkX, "it is both physically possible and economically affordable to meet 100% of electricity demand with the combination of solar, wind, and batteries by 2030 across the entire continental United States as well as the overwhelming majority of other populated regions of the world". The inevitable shift towards renewable energy will produce large amounts of surplus power output with near-zero marginal cost of production. This systemic change to world electricity markets will create opportunities for new business models and products within the energy storage space. On this basis, the Company is confident that vanadium flow batteries will play a significant role in the world's low-carbon energy future.

Today, Invinity is active across all major energy storage markets identified by WoodMac in a recent report, including the US, UK, Europe, Australia, South Korea and Canada. Across these key geographies, the Company focusses its product development and sales efforts on four core customer groups; the commercial & industrial (C&I) sector, energy project developers providing services to the local grid (Grid Service Providers), utility-scale energy storage project developers and the off-grid sector.

Current Trading and Prospects:

Following the merger which created Invinity Energy Systems in April 2020, the Company has made significant progress in progressing its three strategic priorities that were set out in the admission document published on 13 March 2020. These achievements are shown below.

Integration of redT and Avalon into a single, unified organisation:

· Invinity Energy Systems' brand launched successfully

· Next generation VS3 product, merging capabilities of both companies, developed and being manufactured

· Global organisation structure implemented - priority skills gaps identified and addressed

· Sales and marketing activities synchronised effectively under common commercial strategy, led by Chief Commercial Officer, Matt Harper

· Cross-functional, multi-location teams cooperating effectively to deliver progress on key projects, in spite of COVID-19 related disruption to normal working practices

· Progress toward system integration across geographies and functions

Focus activity on the most compelling commercial opportunities:

· Clients continue to develop energy storage projects in support of the decarbonisation agenda

· Core sales markets identified: US West Coast, UK, Australia and South Africa

· Core customer types identified: C&I, Grid Services Providers, Utilities, Off-Grid

Execute against opportunity with efficiency:

· Manufacturing facilities operating effectively in China, Canada and United Kingdom despite COVID-19

· Commenced delivery phase of flagship 5 MWh Energy Superhub Oxford ("ESO") Project

· 1.7 MWh of systems sold in H1 2020, as announced in June Trading Update

· Electrolyte rental partnership signed with Bushveld Minerals in September 2020

· Invinity technology chosen for 7.8 MWh of energy storage projects across California, USA, as announced in October.

· 10.4 MWh of systems sold to date in H2 2020 including:

o  9 November: 1.8 MWh sale to Flow + Tidal + Hydrogen project, UK

o  19 November: 0.5 MWh sale to a site in Southern California, USA, the first deal to reach contractual close from the announcement made in October.

o  24 November: 8 MWh sale to Solar + Storage Project, Australia

Commercial

The Company's latest commercial opportunity pipeline as at 24 November 2020, is summarised below

	Closed	Base	Upside	Pipeline
Energy Capacity (change since 2020 Sep 23)	17.8 MWh +166%	10.8 MWh -21%	27.8 MWh -24%	121.4 MWh +76%

Further details on the above, including fundamental methodology and category definitions are provided in the note at the end of this section.

Significant movements in the pipeline since Invinity's interim results were announced in September include the following:

· Closed: Significant increase reflective of the circa 10 MWh of orders closed during November, as set out in more detail above. Note: this figure includes 0.5 MWh from projects across California as described in the October announcement.

· Base: Modest reduction due to numerous deals previously disclosed in the Base category closing during the month of November. Note: this figure includes the remaining 7.3 MWh from projects across California as described in the October announcement.

· Upside: Modest reduction, due to certain projects moving quickly through sales process to close and others being qualified out that the Company no longer expects to close in near term.

· Pipeline: Significant increase in qualified deals, ultimately attributable to an increase in high-quality inbound sales leads received due to heightened interest in the Company over Q3/Q4.

As discussed in the Company's previously published documents, only projects that, in the Company's opinion, meet the following criteria are included in the quoted pipeline figures:

1.  There is an economic case to be made for energy storage;

2.  The potential customer can reasonably be expected to have the capability and funding to execute the project; and

3.  There is a reason why Invinity's products enjoy material advantages over competitive offerings for the particular project or application.

Having passed the above criteria, Invinity's commercial team formally starts to track, and report on, opportunities. As projects mature, they evolve through the various stages of the commercial process:

· Pipeline opportunities are those that have passed the qualification thresholds noted above

· Upside opportunities are those where Invinity has been selected as the preferred supplier for the project, funds are allocated, and Invinity management estimates that there is a strong chance of closure in the near term

· Base opportunities are opportunities in the final contracting stage, and for which Invinity has allocated resources for completion - including working capital, manufacturing capacity and personnel to assist with commissioning - in the immediate term

· Closed opportunities are those with firm contracts in place, and where financial commitments have been made by customers for delivery.

Use of Proceeds:

The gross proceeds receivable by the Company pursuant to Placing will be £20.5 million, before expenses. The maximum gross proceeds receivable by the Company pursuant to the Open Offer (assuming take-up in full of the Open Offer by Qualifying Shareholders) will be approximately £2 million, before expenses (being less than the €8 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Rules).

Funds raised will be used to scale up production capabilities to meet commercial demand, execute on sales pipeline and assist in driving down unit costs. Scaling up production and sales at the rate envisaged by the Company should allow profitable trading by the end of 2022.

The Company intends to invest in the following areas:

· Supply chain and inventory, notably raw materials and work-in progress

· Commercial development, operations capabilities and product enhancements

· Additional direct manufacturing labour

· Capital expenditure on tooling and associated fixed manufacturing expansion costs

Reducing product manufacturing costs

In terms of driving down the unit cost of sales, the Company subscribes to Wright's Law which states that for every cumulative doubling of units produced, costs will fall by a constant percentage. In this case, management expect that percentage to be approximately 20%.

Whilst scaling up production will require modest capital expenditure, the primary use of funds, will be applied to facilitating the build-up of inventory, notably raw materials and work-in-progress. The balance of funds raised will be deployed on additional staff costs, particularly in: Operations; Customer Operations; Commercial and Product Development.

In addition to the above, the Company set out in its admission document dated 13 March 2020 that it was having a number of discussions with various parties in respect of ongoing product development and strategic investment. The Company has remained actively engaged in these initiatives and certain discussions have progressed materially over recent months. The Directors believe that the Company's recent commercial traction will further strengthen the ongoing discussions.

Invinity's Production Model and Lifecycle

The Company has established a distributed production model on the following basis; the stacks are produced in-house, as this is where most of the intellectual property and know how resides; the balance of battery systems are manufactured in China, due to its lower production costs; and the final assembly (including addition of electrolyte) is conducted in the jurisdiction best suited to the customer, being: Canada for North America; Scotland for Europe; and China for the rest of the world.

The rate of scale up for production is driven in large part by the number, and timing, of additional stack lines. Currently, the Company has one stack line, in Vancouver, and intends to install at least three more over the next two years.

The facility in China is currently running a single shift to produce the balance of systems and so two additional shifts will be added as orders dictate. The facility is leased and so additional shifts improve the overhead absorption rate, whilst requiring no capital. This facility can also undertake assembly.

Currently, the Company only has the capacity to meet its stated closed orders of 17.8 MWh. The proceeds of the Fundraise will enable the Company to scale up production capacity, grow its levels of inventory and shorten its product life cycle, such that it can respond quicker to customer demand and have the flexibility to address the additional revenue opportunities in the current pipeline and beyond.

Details of the Placing and Open Offer

The Placing

The Company has raised approximately £20.5 million (before expenses) through the issue of the Placing Shares at the Issue Price, which represents a discount of 8.1 per cent. to the closing middle market price of 190.5 pence per Ordinary Share on 2 December 2020, being the last practicable date prior to this Announcement. The Placing Shares will represent approximately 13.8 per cent. of the Company's issued ordinary share capital immediately following First Admission but prior to the Open Offer. The Placing Shares will represent 13.6 per cent. of the Company's issued share capital immediately following Second Admission assuming full take-up under the Open Offer.

The Placing is being made pursuant to existing authorities to allot shares non-pre-emptively under the Company's articles of association, which the Directors were granted at the Annual General Meeting of the Company held on 5 August 2020. Accordingly, completion of the Placing is due to take place on First Admission, which is expected to occur at 8.00 a.m. on 8 December 2020.

The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated and First Admission occurring on or before 8.00 a.m. on 8 December 2020 (or such later date as Canaccord Genuity, VSA Capital and the Company may agree, being not later than 8:00 a.m. on 31 January 2021).

The issue of 3,391,549 Placing Shares to Schroder Investment Management, a substantial shareholder of the Company, constitutes a related party transaction under the AIM Rules. Immediately following First Admission, Schroder Investment Management will have an interest in 15.7% of the issued ordinary share capital of the Company. The Directors consider, having consulted with Canaccord Genuity, acting in its capacity as the Company's Nominated Adviser, that the terms of such placing are fair and reasonable insofar as the Company's shareholders are concerned.

Details of the Open Offer

The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraising and accordingly the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise up to approximately £2 million (before expenses) (assuming full take up of the Open Offer but being less than the €8 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Rules) through the issue of up to 1,141,325 Open Offer Shares.

The Open Offer Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price of 175 pence per Open Offer Share, payable in full on acceptance. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 64 Existing Ordinary Shares held by the Shareholder on the Record Date

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 6 of Part IV of the Circular to be published today.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. Applications made under the Excess Application Facility will be scaled back pro rata to the number of shares applied for if applications are received from Qualifying Shareholders for more than the available number of Excess Shares.

Under the Placing Option, in the event that the Open Offer is not fully subscribed, Canaccord Genuity and VSA Capital have the option to place the balance of the Open Offer Shares, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer. Any exercise of the Placing Option would be on substantially the same terms as the Placing Agreement and the placing of any Open Offer Shares thereunder would be at not less than the Issue Price. The Placing Option will not be underwritten.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 7 December 2020. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 21 December 2020. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 21 December 2020. The Open Offer is not being made to certain Overseas Shareholders, as described in further detail in the Circular to be published today.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are to be contained in the Circular to be published today.

The Open Offer is conditional on, inter alia, the passing at the General Meeting of the Resolution by the requisite majority under the Companies Law and such Resolution remaining in full force and effect as at Second Admission, First Admission becoming effective by no later than 8.00 a. m. on 8 December 2020 (or such later date as Canaccord Genuity and VSA Capital may agree, being not later than 8.00 a. m. on 31 January 2021) and Second Admission becoming effective by no later than 8.00 a. m. on 23 December 2020 (or such later date as Canaccord Genuity and VSA Capital may agree, being not later than 8.00 a. m. on 31 January 2021). Accordingly, if these conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by the Registrars will be returned to the applicants (at the applicant's risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

The expenses of the Placing and Open Offer are expected to be £1.18 million.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that First Admission will become effective at 8.00 a.m. on 8 December 2020.

It is expected that Second Admission will become effective at 8.00 a.m. on 23 December 2020.

The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following First Admission or Second Admission (as applicable).

The Circular, containing further details of the Placing and the Open Offer and notice of the General Meeting to be held at 2.00 p.m. on 22 December 2020 to, inter alia, approve the Resolution required to implement the Open Offer, is expected to be published and despatched to Shareholders today. Following its publication, the Circular will be available on the Company's website at www.invinity.com .

 

DEFINITIONS

The following definitions apply throughout this announcement (other than the Appendix) unless the context otherwise requires:

"£", "pounds sterling", "pence" or "p"	are references to the lawful currency of the United Kingdom
"€" or "Euros"	are references to a lawful currency of the European Union
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"AIM"	the AIM Market operated by the London Stock Exchange
"Canaccord Genuity" or "Nominated Adviser"	Canaccord Genuity Limited, the Company's nominated adviser and joint broker
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Companies Law"	the Companies (Jersey) Law 1991
"Company" or "Invinity"	Invinity Energy Systems plc, a company incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered no: 92432
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"Directors" or "Board"	the directors of the Company whose names are set out on page 6 of the Circular, or any duly authorised committee thereof
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlements"	in respect of each Qualifying CREST Shareholder, an entitlement of the maximum number of Open Offer Shares available through the Open Offer has been credited (in addition to his Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document
"Excess Open Offer Entitlements"	an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on them taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document
"Excess Shares"	Open Offer Shares applied for by Qualifying Shareholders under the Excess Application facility
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 3 December 2020
"Existing Ordinary Shares"	the 73,044,848 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"First Admission"	admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Form of Proxy"	the form of proxy for use in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	together, the Placing and the Open Offer
"General Meeting"	the extraordinary general meeting of the Company to be held at the offices of the Company at Suite 4.12 Clerkenwell Workshops, 27-31 Clerkenwell Close, London EC1R 0AT at 2.00 p.m. on 22 December 2020, notice of which is being posted to Shareholders today
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"Issue Price"	175 pence per New Ordinary Share
"London Stock Exchange"	London Stock Exchange plc
"MWh"	megawatt hour
"New Ordinary Shares"	together, the Placing Shares and the Open Offer Shares either taken up under the Open Offer or placed pursuant to the Placing Option
"Notice of General Meeting"	the notice convening the General Meeting which is set out at the end of this document
"Open Offer Entitlement"	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	the up to 1,141,325 new Ordinary Shares to be issued by the Company pursuant to the Open Offer
"Open Offer"	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Ordinary Shares"	ordinary shares of €0.50 each in the capital of the Company
"Overseas Shareholders"	Shareholders with a registered address outside the United Kingdom
"Placing Agreement"	the conditional agreement dated 3 December 2020 and made between Canaccord Genuity, VSA Capital and the Company in relation to the Placing
"Placing Shares"	the 11,714,286 new Ordinary Shares to be issued pursuant to the Placing
"Placing"	the Placing of the Placing Shares by Canaccord Genuity and VSA Capital, as agents on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in this document
"Prospectus Rules"	the prospectus regulation rules made by the FCA pursuant to section 73A of the FSMA
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction
"Record Date"	1 December 2020
"Registrars"	Computershare Investor Services (Jersey) Limited, 13 Castle Street, St. Helier, Jersey JE1 1ES
"Resolution"	the resolution set out in the Notice of General Meeting
"Restricted Jurisdiction"	has the meaning set out in the Circular
"Second Admission"	admission of the Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Shareholders"	holders of Ordinary Shares
"UK"	the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"US dollar", "dollar", "US$" or "$"	are references to the lawful currency of the United States
"US" or "United States"	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"VSA Capital"	means VSA Capital Limited, the Company's joint broker

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2020
Record Date for entitlement under the Open Offer	1 December
Announcement of the Placing and Open Offer	7.00 a.m. on 3 December
Publication of the Circular, Form of Proxy and, to Qualifying Non-Crest Shareholders, the Application Form	3 December
First Admission and dealings in the Placing Shares expected to commence	8 December
Where applicable, expected date for CREST accounts to be credited in respect of Placing Shares in uncertificated form	7 December
Ex-entitlement date of the Open Offer	3 December
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	8.00 a.m. on 7 December
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	3.00 p.m. on 15 December
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST	3.00 p.m. on 16 December
Latest time and date for splitting Application Forms	3.00 p.m. on 17 December
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	2.00 p.m. on 18 December
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 21 December
General Meeting	2.00 p.m. on 22 December
Results of the General Meeting and the Open Offer announced	22 December
Second Admission and dealings in the Open Offer Shares expected to commence on AIM	8.00 a.m. on 23 December
Where applicable, expected date for CREST accounts to be credited in respect of Open Offer Shares in uncertificated form	23 December
Where applicable, expected date for despatch of definitive share certificates for Open Offer Shares in certificated form	within 14 days of Second Admission

Notes:

1.  Each of the above times and/or dates is subject to change at the absolute discretion of the Company, Canaccord Genuity and VSA Capital. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2.  All of the above times refer to London time unless otherwise stated.

3.  All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolution at the General Meeting.

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 (TOGETHER, THIS "ANNOUNCEMENT" ) ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ( "EEA" ), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION" ); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER" ) (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS" ).

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

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

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

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

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

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

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

The New Ordinary 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 Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the New Ordinary 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, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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

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

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

Canaccord Genuity Limited, which, in the United Kingdom, is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the proposed Fundraising and will not be acting for any other person (including Placees) or otherwise be responsible to any person for providing the protections afforded to clients of Canaccord Genuity Limited or for advising any other person in respect of the proposed Fundraising or any transaction, matter or arrangement referred to in this Announcement. Canaccord Genuity Limited's responsibilities as the Company's nominated adviser are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

VSA Capital Limited, which, in the United Kingdom, is authorised and regulated by the FCA, is acting as broker to the Company in connection with the Fundraising and will not be acting for any other person (including Placees) or otherwise be responsible to any person for providing the protections afforded to clients of VSA Capital Limited or for advising any other person in respect of the Fundraising or any transaction, matter or arrangement referred to in this Announcement.

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

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

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

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

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

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CGL") AND/OR VSA CAPITAL ("VSA") WHO ARE PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS, AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AND WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

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 or the South African Reserve Bank; 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, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "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 fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, 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, CGL and VSA will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

CGL, which, in the United Kingdom, is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as nominated adviser and joint broker to the Company for the purposes of the AIM Rules in connection with the proposed Fundraising and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of CGL or for advising any other person in respect of the proposed Fundraising or any transaction, matter or arrangement referred to in this Announcement. CGL's responsibilities as the Company's nominated adviser are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

VSA, which, in the United Kingdom, is authorised and regulated by the FCA, is acting as financial adviser and joint broker to the Company in connection with the Fundraising and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of VSA or for advising any other person in respect of the Fundraising or any transaction, matter or arrangement referred to in this Announcement.

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

These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with CGL or VSA (as the case may be), and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if CGL or VSA (as the case may be) confirms to such Placee its allocation of Placing Shares. 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 the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

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

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by CGL and/or VSA or by any of their respectiveaffiliates, agents, directors, officers, consultants, partners or employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The 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.

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

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.

Details of the Placing and the Placing Shares

CGL, VSA, and the Company have entered into a Placing and Open Offer Agreement, under which CGL and VSA have, on the terms and subject to the conditions set out therein, undertaken to use reasonable endeavours to procure subscribers for the Firm Placing Shares at the Issue Price. It is expected that the Placing will raise £20.5 million in gross proceeds. The Placing is not being underwritten by CGL, VSA, or any other person. Further, under the Placing and Open Offer Agreement, in the event that the Open Offer is not fully subscribed, CGL and VSA have the option to place the balance of the Open Offer Shares, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer.

The Firm Placing Shares are expected to be issued on or around 8 December 2020 and the Open Offer Shares and any Subsequent Placing Shares are expected to be issued on or around 23 December 2020. The Firm Placing Shares and any Subsequent Placing Share will, when issued, be subject to the articles of incorporation of the Company, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will trade on AIM under IES with ISIN JE00BLR94N79.

Application for admission to trading of the Placing Shares

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

It is expected that (i) First Admission will become effective and that dealings in the Firm Placing Shares will commence on or around 8.00 am on 8 December 2020, and (ii) Second Admission will become effective and that dealings in the Open Offer Shares and any Subsequent Placing Shares will commence on or around 23 December 2020, subject to the passing of the Resolution which is set out within the Notice of General Meeting.

Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to the Placees or by the Placees in respect of any Placing Shares.

Participation in, and principal terms of, the Placing are as follows:

1.  The Brokers are acting as agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing and Open Offer Agreement.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Brokers to participate. The Brokers and any of their Affiliates are entitled to participate in the Placing as principal.

3.  The price per Placing Share (the "Issue Price") is a fixed price of £175 pence and is payable to CGL (as agent for the Company) by all Placees.

4.  Each Placee's allocation will be determined by the Brokers in accordance with the principles of allocation discussed between the Brokers and the Company and will be confirmed orally by either CGL or VSA and each Placee's allocation and commitment will be evidenced by a Contract Note issued to such Placee by the relevant Broker. The terms of this Appendix will be deemed incorporated in that Contract Note.

5.  CGL or VSA's oral confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of such Broker and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Broker's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

6.  Each Placee's allocation and commitment to subscribe for Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Broker's consent will not be capable of variation or revocation after the time at which it is submitted.

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

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

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

10.  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".

11.  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.

12.  To the fullest extent permissible by law, neither: (a) the Brokers, nor (b) any of their Affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with the Brokers as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of the Brokers) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Broker nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of each Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Brokers and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Conditions of the Placing

The obligations of each of the Brokers under the Placing and Open Offer Agreement are, in relation to the First Admission, conditional upon, inter alia:

1.  the Firm Application and all other documents required to be submitted with the Firm Application, together with payment for the relevant AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange, being delivered to the London Stock Exchange by the Brokers not later than 8.00 am on 3 December 2020 or such later time and/or date agreed between the Company and the Brokers;

2.  the Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 7.00 am on 3 December 2020 or such later time and/or date agreed between the Company and the Brokers;

3.  none of the Warranties being untrue or inaccurate in any material respect or misleading at any time between the date of the Placing and Open Offer Agreement and First Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to First Admission by reference to such facts or circumstances;

4.  the Brokers having received, in terms satisfactory to them, legally binding confirmations (on the basis of this Announcement) from Placees at the Issue Price in respect of all Firm Placing Shares;

5.  a meeting of the Board taking place to approve, amongst other things, the execution of the Placing and Open Offer Agreement and the conditional allotment of the Firm Placing Shares (subject only to First Admission);

6.  the delivery by the Company to the Brokers of certain documents required under the Placing and Open Offer Agreement by the agreed time;

7.  First Admission taking place no later than 8.00 am on 8 December 2020 or such later time as may be agreed between the Company and the Brokers, not being later than 8.00 am on the Long Stop Date;

8.  no Supplementary Circular being required by the AIM Rules or otherwise under the Placing and Open Offer Agreement prior to First Admission; and

9.  the delivery by the Company to the Brokers of a duly executed warranty certificate in the form set out in the Placing and Open Offer Agreement by the agreed time,

The obligations of each of the Brokers under the Placing and Open Offer Agreement are, in relation to the Second Admission, conditional upon, inter alia:

10.  the First Admission having occurred;

11.  the Circular having been sent out to the Company's shareholders entitled to receive it by first class post by no later than 3 December 2020 or such later time and/or date agreed between the Company and the Brokers;

12.  the passing at the GM of the Resolution by the requisite majority under the Jersey Companies Act and such Resolution remaining in full force and effect as at Second Admission;

13.  the Conditional Application and all other documents required to be submitted with the Conditional Application being delivered to the London Stock Exchange not later than 8.00 am on 18 December 2020 or such later time and/or date agreed between the Company and the Brokers;

14.  none of the Warranties being untrue or inaccurate in any material respect or misleading at any time between the date of the Placing and Open Offer Agreement and the Second Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to the Second Admission by reference to such facts or circumstances;

15.  a meeting of the Board taking place to approve, amongst other things, the conditional allotment of the Open Offer Shares and any Subsequent Placing Shares (subject only to Second Admission);

16.  the delivery by the Company to the Brokers of certain documents required under the Placing and Open Offer Agreement by the agreed time;

17.  each condition to enable the Open Offer Entitlements to be admitted as a participating security (as defined in the CREST Regulations) in CREST being satisfied on or before the date of the Circular;

18.  the Open Offer Entitlements of Qualifying CREST Shareholders being admitted as a participating security (as defined in the CREST Regulations) to CREST, Open Offer Entitlements of Qualifying CREST Shareholders being credited to the CREST stock accounts of Qualifying CREST Shareholders in the proportions set out in the Circular, and the Open Offer Entitlements of Qualifying CREST Shareholders becoming enabled for settlement within CREST, in each case by not later than the Business Day following the date of the Placing and Open Offer Agreement;

19.  Second Admission taking place no later than 8.00 am on 23 December 2020 or such later time as may be agreed between the Company and the Brokers not being later than 8.00 am on the Long Stop Date;

20.  no Supplementary Circular being required by the AIM Rules or otherwise under the Placing and Open Offer Agreement prior to Second Admission; and

21.  the delivery by the Company to the Brokers of a duly executed warranty certificate in the form set out in the Placing and Open Offer Agreement by the agreed time,

 (all conditions to the obligations of the Brokers included in the Placing and Open Offer Agreement being together, the "conditions").

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing and Open Offer Agreement, waived by the Brokers) by the relevant time or date specified in the Placing and Open Offer Agreement, or (b) the Placing and Open Offer Agreement is terminated in the circumstances specified below, the Firm Placing (or the Subsequent Placing, as the case may be) will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither of the Brokers, the Company, nor any of their respective Affiliates 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 in the Placing and Open Offer Agreement or in respect of the Placing generally.

The Brokers may in their absolute discretion (acting in good faith) waive compliance or extend the time for fulfilment by the Company with certain of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing and Open Offer Agreement", and will not be capable of rescission or termination by the Placee.

Right to terminate the Placingand Open Offer Agreement

The Brokers are entitled to terminate the Placing and Open Offer Agreement at any time prior to the First Admission or the Second Admission (as the case may be) by giving notice to the Company and after such consultation with the Company as shall be practicable in the circumstances as set out below:

1.  there has been a breach of any Warranty, and where a materiality threshold is not specified in such Warranty such breach is material;

2.  any Warranty would be untrue, inaccurate (in each case where a materiality threshold is not specified in such Warranty, in any material respect) or misleading if it were to be repeated at any time prior to First Admission or Second Admission (as the case may be);

3.  any statement in the Placing Documents has become, or an omission in the Placing Documents results in them being, untrue, inaccurate in any material respect or misleading;

4.  either Application is withdrawn or refused by the London Stock Exchange;

5.  a Material Adverse Change has occurred after entry into of the Placing and Open Offer Agreement (whether or not foreseeable at the date of the Placing and Open Offer Agreement);

6.  the London Stock Exchange, the FCA, or any Authority in any jurisdiction launches or threatens to launch an investigation into the affairs of the Group or the trading of the Ordinary Shares, or CGL ceases to be, or notice is otherwise given pursuant to the Nominated Adviser Agreement (as such term is defined in the Placing and Open Offer Agreement) to terminate the CGL's appointment as the Company's nominated adviser and/or the Company's broker;

7.  there has occurred:

7.1.  any material adverse change in financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls; or

7.2.  trading in any securities of the Company has been suspended or materially limited by the London Stock Exchange on any exchange or other-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe; or

7.3.  a banking moratorium has been declared by the authorities in the United States, the United Kingdom or New York or a member or associate member of the European Union, which, in each case, in the opinion of the Brokers (acting in good faith) (as applicable), is likely to materially prejudice the success of the Placing or make it impractical or inadvisable to proceed with the Placing; or

7.4.  a material worsening of the COVID-19 pandemic in Jersey or the United Kingdom or in any other jurisdiction in which the Group carries on business which materially affects the operations of the Group,

If the Placing and Open Offer Agreement is terminated prior to the First Admission then the Placing will not occur, if the Placing and Open Offer Agreement is terminated after the First Admission but before the Second Admission then the Second Admission will not occur.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances, other than set out in the section entitled "Conditions of the Placing" above. By participating in the Placing, the Placees agree that the exercise by the Brokers of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of the Brokers and that the Brokers need not make any reference to the Placees in this regard and that neither the Brokers nor their Affiliates shall have any liability to the Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction other than a prospectus required in Jersey and prepared pursuant to the Companies (General Provisions) (Jersey) Order 2002 ("Jersey Prospectus"). No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). 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 and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Brokers or any other person and neither the Brokers 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 (including, without limitation, in any investor presentation) which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Brokers, the Company, or their respective officers, directors, employees or agents. 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. Neither the Company nor the Brokers 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. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: JE00BLR94N79) will take place within the CREST system, subject to certain exceptions. The Brokers reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if 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 the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to CGL and settlement instructions. All payments by Placees in respect to the Placings Shares shall be made to CGL only.

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.

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

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Brokers nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

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

CREST Participant ID of CGL:	805
Expected Trade Date:	03 December 2020
Expected Settlement Date:	08 December 2020
ISIN code for the Placing Shares:	JE00BLR94N79
Deadline for Placee to input instruction into CREST:	4:35pm on 04 December 2020

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.  represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement (including this Appendix) and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admissions, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Exchange Information (as defined below);

2.  acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing (other than the Jersey Prospectus) and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares other than the Jersey Prospectus;

3.  agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Brokers, their respective Affiliates and any person acting on their behalf 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 in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4.  acknowledges that the Placing Shares will be admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and the Company's admission document, and that it is able to obtain or access such information without undue difficulty and has read and understood such information;

5.  acknowledges that neither of the Brokers, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested either of the Brokers, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

6.  acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Brokers, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither of the Brokers, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Brokers, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7.  acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

8.  represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;

9.  acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Brokers, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) neither of the Brokers, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither of the Brokers, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither of the Brokers, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

10.  represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Brokers, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

11.  represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;

12.  represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act;

13.  represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

14.  understands that upon the initial issuance of, and until such time as the same is no longer required under the Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;

15.  represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, 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 Regulation other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation, or in circumstances in which the prior consent of the Brokers has been given to the offer or resale;

16.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area or the United Kingdom except in circumstances falling within the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to that Regulation;

17.  represents and warrants that 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 it is permitted to do so pursuant to section 21 of FSMA;

18.  represents and warrants that it has complied 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;

19.  represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the EU Market Abuse Regulation (2014/596/EU) as amended by The Market Abuse (Amendment)(EU Exit) Regulations 2019 (SI 2019/310) as the same has legal force in the United Kingdom by virtue of the European Union Withdrawal Act 2018 as amended ("MAR"), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (the "Regulations") and, if it is 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;

20.  is not a person: (i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law;

21.  if in the United Kingdom, represents and warrants that it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation (acting as principal or in circumstances to which section 86(2) of FSMA applies) and a person who has professional experience in matters relating to investments falling within (i) Article 19(5) of the FPO; or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the FPO; or (iii) is a person to whom this Announcement may otherwise be lawfully communicated under the FPO;

22.  if in a member state of the EEA (other than the United Kingdom), represents and warrants that it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation; and, if in Switzerland, represents and warrants that it is entitled to subscribe the Placing Shares under the laws and regulations of Switzerland without the need for a prospectus or offering memorandum or the taking of any other action on the part of the Company or either of the Brokers, and that its subscription of the Placing Shares will not result in the Company, either of the Brokers, their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of Switzerland or any canton or other sub-division thereof;

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

24.  undertakes that it (and any person acting on its behalf) will pay CGL for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any trade confirmation issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either the Brokers or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

25.  if it has received any confidential price sensitive information about the Company in advance of the Placing, it warrants that it has received such information within the marketing soundings regime provided for in article 11 of MAR and associated delegated regulations and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

26.  acknowledges that neither of the Brokers, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither of the Brokers, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement or for the exercise or performance of any of the Brokers' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

27.  undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of CGL which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

28.  acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

29.  acknowledges that it irrevocably appoints any director of the relevant Broker as its agent for the purposes 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 agreed to be taken up by it under the Placing;

30.  represents and warrants that (unless otherwise agreed with the Brokers) it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

31.  represents and warrants that any person who confirms to either Broker on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Broker to notify the Placee's name to the Company's Registrar, has authority to do so on behalf of the Placee;

32.  acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement 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 were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Brokers will be responsible. If this is the case, the Placee should take its own advice and notify the Brokers accordingly;

33.  acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix);

34.  acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Broker, any money held in an account with the relevant Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Broker money in accordance with the client money rules and will be used by the relevant Broker in the course of its business; and the Placee will rank only as a general creditor of the relevant Brokers (as the case may be);

35.  acknowledges and understands that the Company, the Brokers, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

36.  acknowledges that the basis of allocation will be determined by the Brokers at their absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

37.  if it has received any inside information (for the purposes of the MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not: (i) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or (iii) unlawfully disclosed such information to any person, prior to the information being made publicly available;

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

39.  irrevocably authorises the Company and the Brokers to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement; and

40.  that its commitment to subscribe for Placing Shares on the terms set out in this Announcement 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.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Brokers (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Brokers, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Brokers 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Brokers in the event that any of the Company and/or either of the Brokers has incurred any such liability to stamp duty or stamp duty reserve tax.

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

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

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Brokers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing and Open Offer Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Brokers or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The rights and remedies of the Brokers and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to either of the Brokers:

1.  if he is an individual, his nationality; or

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

DEFINITIONS

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

"Admissions" means the First Admission and the Second Admission;

"AIM" means AIM, the market operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies and the AIM Rules for Nominated Advisers;

 "Applications" the applications made by or on behalf of the Company for the First Admission and the Second Admission respectively;

"Brokers" means the joint brokers, being:

(a)  VSA Capital Limited a company incorporated in England and Wales with registered number 02405923 whose registered office is at New Liverpool House, 15-17 Eldon Street, London EC2M 7LD ; and

(b)  Canaccord Genuity Limited a company incorporated and registered in England and Wales with registered number 01774003 whose registered office is at 88 Wood Street, London, EC2V 7QR ;

"Circular" means the circular to be published by the Company in relation to the Placing and the Open Offer and containing a notice (the "Notice") convening the General Meeting;

"Company" means Invinity Energy Systems Plc a company incorporated and registered in Jersey with registered number 92432 whose registered office is at 3rd Floor, Standard Bank House, 47-49 La Motte Street, St. Helier JE2 4SZ, Jersey;

"Conditional Application" the application made by or on behalf of the Company for Second Admission in the form prescribed by the London Stock Exchange;

 "Contract Notes" means the notes and forms of confirmation to be sent by the Brokers on behalf of the Company to Placees and to be procured by the Brokers in relation to the Placing;

"CREST" means the relevant system (as defined in the CREST Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No 3755) in respect of which Euroclear is the operator;

"Director(s)" means the directors of the Company;

"Existing Ordinary Shares" the 73,044,848 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM;

"Firm Application" means the application made by or on behalf of the Company for First Admission in the form prescribed by the London Stock Exchange;

"Firm Placing" the conditional placing with institutional investors of the Firm Placing Shares by the Brokers pursuant to the Placing and Open Offer Agreement;

"Firm Placing Shares" the 11,714,286 new Ordinary Shares to be allotted and issued pursuant to the Firm Placing;

"First Admission" means the admission of the Firm Placing Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules;

"FSMA" means the Financial Services and Markets Act 2000 as amended;

"Fundraising" means the Placing, the Open Offer, and the Admissions;

"General Meeting" or "GM" means the extraordinary general meeting of the Company convened for 22 December 2020, notice of which will be set out at the end of the Circular;

"Group" means the Company and its subsidiary undertakings;

"Group Company" means every company which is a member of the Group and "Group Companies" shall be construed accordingly;

"JerseyCompanies Act" means The Companies (Jersey) Law 1991;

 "London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 31 January 2021;

"Material Adverse Change" means any adverse change in the business or financial and trading position or prospects of the Company or the Group, which is material in the context of the Group as a whole;

"Open Offer" means the conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares (as described in the Circular);

"Open Offer Entitlements" means the entitlements of Qualifying Shareholders pursuant to the Open Offer to subscribe for the number of Open Offer Shares that reflects the agreed ratio to the number of Ordinary Shares held by that Qualifying Shareholder on the Record Date, further details of which are stated in the Announcement and the Circular (with aggregate entitlements being rounded down to the nearest whole number), on and subject to the terms of the Open Offer;

"Open Offer Shares" means up to 1,141,325 new Ordinary Shares to be issued by the Company pursuant to the Open Offer;

"Ordinary Shares" means the ordinary shares of €0.50 each in the capital of the Company;

"Placing" means the Firm Placing and the Subsequent Placing (if any), to be arranged by the Brokers as agent for the Company pursuant to the terms of the Placing and Open Offer Agreement, and the Placing Documents;

"Placing Documents" means together the Announcement (including this appendix), the Circular, the Presentation, the Contract Notes and the Placing and Open Offer Agreement;

"Placing Shares" the Firm Placing Shares and any Subsequent Placing Shares;

 "Presentation" means the presentation slides prepared by the Company and used by it in meetings with institutional investors in connection with the Placing

"Qualifying Shareholders" has the meaning given in the Circular;

"Qualifying CREST Shareholders" has the meaning given in the Circular;

"Registrars" means the Company's registrars being Computershare Investor Services (Jersey) Limited of 13 Castle Street, St. Helier, Jersey, JE1 1ES;

"Record Date" has the meaning given in the Circular;

"Regulation S" Regulation S under the US Securities Act;

"Regulatory Information Service" means a regulatory information service as defined in the glossary of terms in the AIM Rules

"Resolution" means the resolution set out in the notice of the GM set out in the Circular (subject to any amendments which may be agreed between the Company and the Brokers);

"Second Admission" means the admission of the Open Offer Shares and any Subsequent Placing Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules;

 "Subsequent Placing" means the placing with institutional and other investors of the Subsequent Placing Shares by the Brokers;

"Subsequent Placing Shares" means any Open Offer Shares not taken up by qualifying shareholders in the Open Offer;

"Supplementary Circular" means any supplementary circular document published by the Company;

"US Securities Act" the US Securities Act 1933; and

"Warranties" means the warranties contained in the Placing and Open Offer Agreement.

 

END

 

 

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