Placing and Open Offer

RNS Number : 8030S

Invinity Energy Systems PLC

18 November 2021

 

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

18 November 2021

Invinity Energy Systems plc

("Invinity" or the "Company")

Placing to raise £ 25 million and Open Offer to raise up to approximately £ 4.0 million

Invinity Energy Systems plc (AIM:IES), a leading global manufacturer of utility-grade energy storage, today announces an oversubscribed placing for cash of 25,000,000 Units (the "Placing Units") to institutional and other investors (the "Placing"). The Company has conditionally raised gross proceeds of £25 million, before expenses, through the Placing at a price of 100 pence per Placing Unit (the "Issue Price").

Each Unit comprises one new Ordinary Share and, for every two Ordinary Shares subscribed for, one Short-Term Warrant and one Long-Term Warrant (further definitions below).

Each Short-Term Warrant gives the holder the right to subscribe for one new Ordinary Share at a price of 150 pence per Ordinary Share at any time from Second Admission until 15 September 2022 (the "Short-Term Warrant Expiry Date"). Each Long-Term Warrant gives the holder the right to subscribe for one new Ordinary Share at a price of 225 pence per Ordinary Share at any time from Second Admission until 16 December 2024 (the "Long-Term Warrant Expiry Date").

8,685,276 Placing Units (the "Initial Placing Units") have been placed with investors (the "Initial Placing"). The Initial Placing Units comprise 8,685,276 Placing Shares (the "Initial Placing Shares") together with 4,342,638 Short-Term Warrants and 4,342,638 Long-Term Warrants (together the "InitialPlacing Warrants").  The Initial Placing Shares have been placed unconditionally subject only to First Admission, the issue of the Initial Placing Warrants is conditional upon inter alia certain resolutions being passed by Shareholders at a general meeting of the Company (the "General Meeting"), notice of which will shortly be sent to Shareholders, appropriate consents under Jersey law and regulation and Second Admission. 

16,314,724 Placing Units (the "Conditional Placing Units") have been placed conditionally with investors (the "Conditional Placing"). The Conditional Placing Units comprise 16,314,724 Placing Shares (the "Conditional Placing Shares"), 8,157,362 Short-Term Warrants and 8,157,362 Long-Term Warrants. The Conditional Placing is subject inter alia to Shareholders approving certain resolutions at the General Meeting, appropriate consents under Jersey law and regulation and Second Admission.

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 £4.0 million (before expenses) by way of a conditional open offer (the "Open Offer" and, together with the Placing, the "Fundraising") of 4,008,588 Units (the "Open Offer Units").  Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for up to 4,008,588 Open Offer Units at the Issue Price, on the basis of

3 Open Offer Units for every 65 Ordinary Shares held

Each Open Offer Unit comprises one new Ordinary Share in the Company and, for every two Ordinary Shares subscribed for, one Short-Term Warrant and one Long-Term Warrant.

A further announcement will be made in the coming days on the publication of the Circular, which will contain further details of the Open Offer, its timetable and the Notice of General Meeting. The General Meeting is expected to be held around the week commencing 13 December 2021 to, inter alia, approve the Resolutions required to implement the Open Offer, Conditional Placing and the issue of the Warrants.

Fundraising highlights:

·The Company is proposing to raise total gross proceeds of approximately £29.0 million from the Placing and Open Offer (assuming full take up of the Open Offer but excluding any proceeds from the exercise of Warrants).

·Units are being placed at a price of 100 pence per Unit.

·Each Unit comprises one new Ordinary Share and, for every two new Ordinary Shares subscribed for, one Short Term Warrant exercisable at 150 pence and one Long-Term Warrant exercisable at 225 pence.

·The Issue Price represents a discount of approximately 0.5 per cent. to the closing mid-market share price per Ordinary Share on 17 November 2021, 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 grow the market share of the current VS3 product, develop the Company's grid-scale product in conjunction with Gamesa Electric, a wholly owned subsidiary of Siemens Gamesa Renewable Energy, and maintain the current corporate growth trajectory.

·Certain of the Company's directors intend to participate in the Placing.

·The new Ordinary Shares being issued as part of the Placing Units (the "Placing Shares") will represent approximately 28.8 per cent. of the Company's existing issued ordinary share capital.  The new Ordinary Shares to be issued pursuant to the Fundraising, assuming full take-up under the Open Offer, will represent approximately 33.4 per cent. of the Company's existing issued share capital.

·The new Ordinary Shares that would be issued upon the exercise in full of the Short-Term Warrants being issued as part of the Fundraising would represent approximately 12.5 per cent. of the Company's issued ordinary share capital after the Placing and the Open Offer assuming full take-up under the Open Offer but excluding any exercise of the Long-Term Warrants.  Full exercise of the Short-Term Warrants would raise a further £21.8 million of proceeds for the Company before expenses.

·The new Ordinary Shares that would be issued upon the exercise in full of the Long-Term Warrants being issued as part of the Fundraising would represent approximately 11.1 per cent. of the Company's issued ordinary share capital after the Placing and the Open Offer assuming full take-up under the Open Offer and full exercise of the Short-Term Warrants. Full exercise of the Long-Term Warrants would raise a further £32.6 million of proceeds for the Company before expenses.

·The Fundraising is not being underwritten.

·     Admission of the Initial Placing Shares to trading on AIM ("FirstAdmission") is expected to occur no later than 8.00 a.m. on 23 November 2021 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 2022).

·Admission of the Conditional Placing Shares and the Open Offer Shares to trading on AIM ("Second Admission") is conditional upon, inter alia, certain resolutions being passed by Shareholders at the General Meeting and Second Admission. Second Admission is expected to occur around the week commencing 13 December 2021 (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 2022).

·Issue of the Warrants is conditional upon, inter alia, certain resolutions being passed by Shareholders at the General Meeting and Second Admission.

·    The Warrants will not be admitted to trading on AIM or on any other stock exchange.  The Warrants are capable of being settled in CREST. It is currently intended that settlement of Warrants via CREST will be on the same timetable as settlement of the Conditional Placing Shares and the Open Offer Shares. Further details of such timetable will be set out in the Circular.  Warrant certificates in respect of the Warrants issued pursuant to the Placing and the Open Offer will be issued to certificated holders only and are currently expected to be dispatched to Shareholders within 14 days of Second Admission.  Further details of such timetable will be set out in the Circular

The allotment of the Initial Placing Shares is unconditional. The Conditional Placing, the Open Offer and the issue of the Initial Placing Warrants, are conditional upon inter alia Shareholders approving certain resolutions to increase the authorised share capital of the Company and to disapply pre-emption rights in the Company's Articles of Association from the allotment and issue of the new Ordinary Shares pursuant to the Conditional Placing, the Open Offer and any exercise of the Short-Term Warrants and the Long-Term Warrants, which will be sought at the General Meeting. A circular, containing further details of the Placing and the Open Offer and notice of the General Meeting (the "Circular"), is expected to be published on the Investor Resources section of the Company's website and despatched to Shareholders shortly.

In the event that the Open Offer is not fully subscribed, Canaccord Genuity and VSA Capital will have the option to place the balance of the Open Offer Units, 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 become the leader in true utility-grade energy storage. Now that we have installed the Invinity VS3 at multiple customer sites, we are poised to unlock our pipeline of commercial opportunities. We will continue to progress the joint development of the next generation of vanadium flow batteries with Gamesa Electric. On behalf of the entire Invinity team, we are deeply grateful for the continued support of our existing shareholders and the confidence they and an impressive group of new investors have placed in us. We look forward to making the most of the enormous opportunity that lies before us"

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 Units, 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 / Patrick Dolaghan	[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

Since its formation in April 2020, Invinity has focused on developing and selling energy storage products to assist in the global energy transition from majority fossil fuel to majority renewable sources such as wind, solar, and tide.  The need for energy storage is clear: renewable energy is fundamentally intermittent, yet the future energy infrastructure must be robust and reliable.  Energy storage in many forms is required to bridge the gaps across periods of darkness for solar, calm for wind turbines, and slack tide for tidal power.

To date, the only battery energy storage technology widely deployed to meet the need for stationary energy storage uses lithium-ion cells. While very energy dense and highly efficient, and therefore quite appropriate for mobile and personal applications, lithium-based batteries have characteristics making them less than ideal for stationary energy storage: they are prone to thermal runaway and they degrade with use. Purchasers of stationary energy storage, however, have had few alternatives to lithium-based batteries until the Company's offering.

The Invinity VS3, the Company's energy storage product, now shipping into multiple sites, uses vanadium flow technology that has been under development for over 14 years utilising over £60 million of investment. Over 25 MWh of VS3 batteries or its predecessors have been deployed into or contracted for customer projects at more than 40 sites in 15 different countries on five continents. 

What makes the VS3 particularly well-suited to storing and dispatching energy on demand from renewable generation is that it is true "utility grade" energy storage. The table below lists the four key characteristics of utility-grade energy storage and highlights the main differences between Invinity's VS3 and lithium-ion batteries. Note that Invinity's products can either complement or replace systems using lithium-ion technology:

	Lithium	Invinity VS3
Safe	Prone to catching fire - difficult to put out	No fire risk - the electrolyte is an aqueous (water-based) solution
Long life	Degrades with use - five to seven years of daily cycling	Unlimited cycles - over 20 years of continuous operation
Economical	Lower upfront capital cost, but higher per MWh over life on a Levelised Cost of Storage (LCOS) basis	Low cost per MWh over life (LCOS)
Proven	Many installations at utility scale around the globe	Invinity's first grid-connected installations underway

This association between renewable energy and energy storage has led Barclays Capital to declare that "total global storage spending is likely to approach the trillions by 2050" in an October 2021 report.

Scaling the Invinity business to address this global opportunity for stationary energy storage has been management's primary focus. The Group deployed capital raised in December 2020 to complete development of the VS3, grow manufacturing and supply chain capability, increase commercial engagement and add employees in product development, project management, quality systems, supply chain, manufacturing operations, customer solutions, and logistics.

During 2021, Invinity built inventory that will convert to revenue on product delivery, as is now in progress across a number of key projects for both 2021 and 2022 including but not limited to Energy Superhub Oxford, Scottish Water, EMEC and Yadlamalka. The Company's pipeline of commercial interest is strong, comprising more than 260 MWh of deals that equate to more than 1,000 Invinity VS3s.

As set out below, 2021 has seen significant developments for the Company including shipping of the VS3 as a standardized factory-built product, the delivery and initial energising of the Energy Superhub Oxford project and the announcement of a Joint Development and Commercialisation Agreement ("JDCA") with Gamesa Electric and Siemens Gamesa Renewable Energy ("SGRE"). The JDCA has led to an ongoing process to co-develop a new generation of vanadium flow batteries able to address projects at grid-scale.

The Directors intend to use the net proceeds of the Fundraising to address three primary areas:

· Growing the market share of the VS3, Invinity's current product

· Development of the Company's grid-scale product in conjunction with SGRE

· Maintaining the current corporate growth trajectory

The Market Opportunity

The Directors believe that the timing is right to make Invinity's utility-grade energy storage available to the global market. In many of today's largest energy markets, renewable penetration is currently constrained by the inability to use all the renewable energy produced when it is available, coupled with shortages when it is not.

The environment for stationary energy storage continues to improve. The demand for lithium-ion batteries needed to support the electrification of transport is already impacting global supplies and increased the price of lithium itself significantly, driving demand for non-lithium energy storage alternatives such as Invinity's products.

Invinity has made the transition from a company with a product under development to a company shipping a commercial product. Although this transition was delayed by the impacts of the COVID pandemic, now that it has occurred, the opportunity to showcase commercial VS3 product deployments as reference sites should help to accelerate commercial traction for Invinity's products.

Industry analysts continue to forecast dramatic growth in the global energy storage sector. According to a recent report published by Barclays Capital Inc. "Storage is critical to integrating variable renewable energies ("VREs") such as solar and wind" because "VREs are subject to hourly, daily and seasonal variations that often do not align with peak power demand… storage can smooth out VRE fluctuations, mitigate VRE curtailments, firm up VRE supply into dispatchable power and alleviate grid congestion without expensive transmission upgrades".

In a recent report, leading independent think tank RethinkX, said "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, making storage vital to ensure this power is stored and made available when the demand is there.  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.

The Barclays Capital Inc report goes on to say that "Lithium-ion will only get us so far, raising urgency for long-duration technologies". 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.

Invinity's goal remains simple: to capture 10 per cent. of the global energy storage market by 2030. The Directors believe that shipping VS3 to multiple sites and signing the JDCA with Gamesa Electric are significant advances for the Company toward this ambitious target.

Current Trading and Prospects

During 2021, Invinity successfully deployed capital raised in the December 2020 Placing and Open Offer to scale up its production capabilities in line with growing demand for its utility grade energy storage products. This activity has resulted in the following:

·Stack manufacturing capacity has more than doubled (vs. December 2020) across the Company's facilities in Vancouver, Canada and Bathgate, UK, plus process improvements and efficiency increases resulting from economies of scale;

·     Inventory that will convert to revenue on product delivery of key projects for both 2021 and 2022;

·  Organisational capabilities have been significantly enhanced, notably including the creation of a specific customer operations department.

The new generation of VS3 batteries was also launched in 2021 and is now shipping as factory-built standardized products. Between 28 September and 15 November, the Company successfully shipped 5.9 MWh of Invinity VS3 batteries to clients in spite of the ongoing supply chain issues and inflationary pressures being felt across the entire transitional energy sector (as referenced in the Company's Operational Update announcement of 8th November).

Furthermore, progress is continuing across all of Invinity's key customer projects.  The current status of product delivery and commissioning of these key projects is summarised below:

Energy Superhub Oxford (ESO) - 5 MWh

· Cluster 1 on site, energised and currently in trial operation ahead of final commissioning.

· Cluster 2 is on site and being installed ahead of energising in the coming weeks.

·Cluster 3 has been delivered from Invinity's Bathgate facility and is currently being installed at site, completing physical delivery of Invinity's product to ESO

· Energising of the full system anticipated by end of year, with customer handover expected to occur in early 2022.

Scottish Water - 0.8 MWh

·The system was delivered on 19 October 2021. Installation processes are currently underway prior to batteries being energised later this year.

Other UK and USA projects - 2.8 MWh

·    Three additional projects have been announced in the UK and USA: EMEC (UK), Webcor and Soboba (USA). These remain on track for their scheduled deliveries before the end of 2021, though any further supply chain challenges could delay one or more of those deliveries, deferring revenue recognition from 2021 to 2022.

Yadlamalka Energy - 8 MWh

· As announced on 8 November 2021, the Company is pleased to report that the project developer has made progress, taking appropriate steps for the project to resume construction in H1 2022.

Commercial Pipeline

The Company's latest commercial opportunity pipeline as at 2 November 2021, is summarised below. The Company has further refined its categorisation of the deal stages, which are explained in detail below.

	Base	Advanced	Qualified
Energy Capacity	17.1 MWh	40.1 MWh	207.5 MWh
Number of VS3 units	76	178	920

In addition to the deal pipeline disclosed above, the Company also separately tracks large potential deals that are on long development lead times. Generally, these opportunities are larger than 40MWh in size, with a delivery timescale beyond 12 months. These deals are reported separately to avoid distorting the nearer-term pipeline.  As at 2 November 2021, Invinity was tracking potential prospective deals totalling 2,904MWh or the equivalent of 12,907 VS3s.

Further details on the commercial pipeline category definitions are set out below.

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

·"Base" opportunities are those 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;

·"Advanced" 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; and

· "Qualified" opportunities are those that have passed the qualification thresholds noted above.

Use of Proceeds

The gross proceeds conditionally receivable by the Company pursuant to Placing will be £25.0 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 £4.0 million, before expenses (being, together with the open offer made to shareholders on 3 December 2020, less than the €8 million maximum amount permitted in a year without requiring the publication by the Company of a prospectus under the Prospectus Rules).

The Company will issue Warrants to those participating in the Placing or the Open Offer that enable the purchase of additional shares in the Company at a premium to the Issue Price. The Company will use any additional capital received from any Warrant exercise to invest further in the three key areas listed below, enabling Invinity to advance toward its goals more aggressively, on a shorter timescale, and with greater certainty.

Warrants are only likely to be exercised once the Company's share price has increased substantially from the Issue Price, so the Shareholder will see appreciation in the value of the new Ordinary Shares they received from the Placing if Warrants are exercised.

The Company intends to invest funds raised in the Fundraising (and from Warrant exercise, should that occur) in three key areas:

1.  Growing the market share of the VS3, Invinity's current product

This will require investment into both working capital and the departments that directly support VS3 sales and delivery.

In terms of working capital, whilst sales contracts include a deposit on signing, they currently become cash negative during the procurement and manufacturing lifecycle. This means that each increase in output requires a commensurate increase in the funding required, albeit offset to a degree as gross margins and supplier terms improve with scale.

The Company's customer-facing departments, Commercial, Solutions Engineering and Customer Operations, will each need additional headcount to respond to the growing pipeline of inbound business, accelerate the rate of conversion of initial inquiries through the entire process to closed contracts, and service the growing customer base.  The Company's Operations Department will require additional headcount primarily in the areas of stack manufacture and quality control.

2.  Development of the Company's grid-scale product in conjunction with SGRE

Development of the Company's grid-scale vanadium flow battery product under the auspices of the Joint Development & Commercialisation agreement with Gamesa Electric (announced 11 May 2021) will require increased resource (outside the areas being reimbursed by Gamesa Electric) with each stage of development. This includes, for example, provision for product prototypes and test rigs along with increasing input by Invinity's Product Development and Technology departments.

3.  Maintaining the current corporate growth trajectory

Invinity's continued growth will require further investment in corporate capability including the implementation of scalable systems and processes, and the staff to support them.

Should the Resolutions at the General Meeting not be passed and the Conditional Placing not complete, the above mentioned use of proceeds would not be achievable and the Company would have to explore other funding alternatives to support its working capital requirements.

Details of the Placing and the Open Offer

The Placing

The Company has conditionally raised approximately £25.0 million (before expenses) through the issue of the Placing Units at the Issue Price, which represents a discount of 0.5 per cent. to the closing middle market price of 100.5 pence per Ordinary Share on 17 November 2021, being the last practicable date prior to this Announcement.

Each Placing Unit consists of one new Ordinary Share and, for every two Ordinary Shares subscribed for, one warrant at an exercise price of 150 pence with an expiry date of 15 September 2022 ("Short-Term Warrant") and one warrant at an exercise price of 225 pence with an expiry date of 16 December 2024 ("Long-Term Warrant").

8,685,276 Initial Placing Units have been placed with investors. The placing of the Initial Placing Shares is being made pursuant to existing authorities to allot shares non-pre-emptively under the Company's articles of association, which were granted to the Directors at the Annual General Meeting of the Company held on 27 October 2021.  Accordingly, allotment of the Initial Placing Shares is due to take place on First Admission, which is expected to occur at 8.00 a.m. on 23 November 2021. The placing of the Initial Placing Shares is conditional upon inter aliathe Placing Agreement not having been terminated and First Admission occurring on or before 8.00 a.m. on 23 November 2021 (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 2022).

The issue of the Initial Placing Warrants remains conditional inter alia upon shareholders approving certain resolutions at the General Meeting the Placing Agreement not having been terminated and Second Admission occurring.  The Initial Placing Warrants are currently intended to be issued after Second Admission, shortly after the General Meeting. Further details of the timetable for the issue will be set out in the Circular.

16,314,724 Conditional Placing Units have been placed conditionally. The Conditional Placing is conditional upon Shareholders approving certain resolutions at the General Meeting that will inter alia grant to the Directors the authority to allot new Ordinary Shares for cash on a non-pre-emptive basis and increase the authorised share capital of the Company.

The issue of 6,000,000 Placing Units to Schroder Investment Management, a substantial shareholder of the Company, constitutes a related party transaction under the AIM Rules. 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.

Directors' Participation

Larry Zulch and Peter Dixon-Clarke, both directors of the Company have indicated that they intend to participate in the Placing for 12,000 Placing Units each. Larry Zulch and Peter Dixon-Clarke have provided non-binding indications and a further announcement will be made in due course once such dealings have occurred.

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 £4.0 million (before expenses) (assuming full take up of the Open Offer but being less than the €8 million maximum annual amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Rules) through the issue of up to 4,008,588 Open Offer Units. The Open Offer is conditional upon, inter alia, the passing of the certain resolutions at the General Meeting.

The Open Offer Units will be available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price of 100 p.  Each Open Offer Unit comprises one new Ordinary Share and, for every two Ordinary Shares applied for, one warrant at an exercise price of 150 pence with an expiry date of 15 September 2022 ("Short-Term Warrant") and one warrant at an exercise price of 225 pence with an expiry date of 16 December 2024 ("Long-Term Warrant").

Open Offer Units applied for pursuant to the Open Offer are payable in full on acceptance. Any Open Offer Units 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:

3 Units for every 65 Existing Ordinary Shares held by the Shareholder 

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 shortly.

No fractional Units will be issued.  Each Qualifying Shareholder's Open Offer Entitlement will be rounded down to the nearest whole number of Units.  Furthermore, no fractional Warrants will be issued.  If the number of Units due to be issued to a Qualifying Shareholder pursuant to the Open Offer and, if appropriate, the Excess Application Facility is an odd number, then the number of Short-Term Warrants and the number of Long-Term Warrants issued will both be rounded down to the nearest whole number. 

Application will be made for the Open Offer Entitlements to be admitted to CREST.  It is expected that Open Offer Entitlements will be credited to CREST shortly after the publication of the Circular, which will contain details of how Shareholders may apply for Open Offer Units through CREST.  

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Units 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 Open Offer is conditional on, inter alia, shareholder approval to enable the issue of the Open Offer Shares and the exercise of the Short-Term Warrants and the Long-Term Warrants, which will be sought at the General Meeting and the Initial Placing becoming or being declared unconditional in all respects and not being terminated before First Admission.

The Open Offer Shares and any new Ordinary Shares issued upon exercise of the Short-Term Warrants and the Long-Term Warrants 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 approximately £1.5 million.

Details of the Warrants

The Company will enter into deed poll instruments (the "Warrant Instruments") under which the Company will agree to issue up to 14,504,294 Short-Term Warrants and 14,504,294 Long-Term Warrants in connection with the Fundraising pursuant to the Placing and the Open Offer.

Each Short-Term Warrant confers the right to subscribe for one new Ordinary Share and is exercisable for cash at a price of 150 pence per Short-Term Warrant (being a 50 per cent. premium to the Issue Price) subject to the terms and conditions described in the Warrant Instrument during the period commencing on Second Admission and ending on the Short-Term Warrant Expiry Date.

Each Long-Term Warrant confers the right to subscribe for one new Ordinary Share and is exercisable for cash at a price of 225 pence per Short-Term Warrant (being a 125 per cent. premium to the Issue Price) subject to the terms and conditions described in the Warrant Instrument during the period commencing on Second Admission and ending on the Long-Term Warrant Expiry Date.

The Warrants shall be freely transferable.  Warrants issued in certificated form are exercised by completing the Notice of Exercise in the form set out in the relevant Warrant Instrument and returning it along with the relevant Warrant Certificates and the relevant cheque payment (payable to Computershare Investor Services). Warrants held in uncertificated form are exercised by submission of the usual USE/AUSN message and delivery to Computershare Investor Services CREST details Participant ID 3RA06, Member Account ID INVWAR together with remittance in cleared funds of the subscription price in respect of each Warrant being exercised..

Any Warrants remaining unexercised after the end of the relevant subscription period shall automatically expire without compensation. Upon exercise of the Warrants, the underlying Ordinary Shares will be issued within fourteen days.

The Warrant Instruments contain customary provisions for adjustments to the relevant exercise price in certain circumstances, including if, prior to the end of the Long-Term Warrant Expiry Date, there shall occur any reorganisation, recapitalisation, consolidation or subdivision, involving the Company.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM. It is expected that First Admission will become effective at 8.00 a.m. on 23 November 2021.

It is expected that Second Admission will become effective around the week commencing 13 December 2021 shortly after the expected date for the General Meeting.

No application is being made for either the Short-Term Warrants or the Long-Term Warrants to be admitted to trading on AIM.

The Circular, containing further details of the Placing and the Open Offer and notice of the General Meeting expected to be held around the week commencing 13 December 2021 to, inter alia, approve the Resolutions required to implement the Open Offer, is expected to be published and despatched to Shareholders shortly. Following its publication, the Circular will be available on the Company's website at www.invinity.com/investors/resources.

 

"£", "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
"Admissions"	together, First Admission and Second Admission (as the context may require)
"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
"Application Form"	an application form for use in the Open Offer by Shareholders holding their Existing Shares in uncertificated form
"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 or Warrant recorded on the Company's share or Warrant register as being held in certificated form (namely, not in CREST)
"Circular"	the circular to shareholders to be published shortly setting out details of the Fundraising, the Placing and the Open Offer and containing notice of the General Meeting
"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
"Conditional Placing"	the conditional placing of the 16,314,724 Conditional Placing Units, the issue of which is conditional upon the passing of certain resolutions at the General Meeting
"Conditional Placing Shares"	the 16,314,724  Placing Shares placed conditionally pursuant to the Conditional Placing, issue of which is conditional upon the passing of certain resolutions at the General Meeting
"Conditional Placing Units"	the 16,314,724  Units to be issued conditionally upon the passing of certain resolutions at the General Meeting pursuant to the Placing
"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)
"Dealing Day"	a day on which the London Stock Exchange is open for business in London
"Directors" or "Board"	the directors of the Company, or any duly authorised committee thereof
"Enlarged Share Capital"	the issued Ordinary Shares immediately following Second Admission
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST "Excess Application Facility"
"Excess Entitlements"	in respect of each Qualifying CREST Shareholder, an entitlement, of the maximum number of Open Offer Units available through the Open Offer (in addition to their Open Offer Entitlement), to apply for Open Offer Units pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Open Offer Entitlements"	an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Units in addition to their Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Units"	Open Offer Units applied for by Qualifying Shareholders under the Excess Application facility
"Existing Ordinary Shares"	the 86,852,761 Ordinary Shares in issue at the date of the Circular, all of which are admitted to trading on AIM
"First Admission"	admission of the Initial 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 expected to take place in the week commencing 13 December 2021, notice of which will be set out in a circular to Shareholders to be published shortly
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"Initial Placing"	the placing of the 8,685,276 Initial Placing Units pursuant to the Placing
"Initial Placing Shares"	the 8,685,276 new Ordinary Shares placed unconditionally pursuant to the Placing
"Initial Placing Units"	the 8,685,276 Placing Units each comprising one Initial Placing Share and, for every two Initial Placing Shares placed, one Short-Term Warrant and one Long-Term Warrant placed pursuant to the Placing
"Initial Placing Warrants"	the 4,342,638 Short-Term Warrants and 4,342,638 Long-Term Warrants placed conditionally pursuant to the Initial Placing
"IP"	intellectual property
"Issue Price"	100 pence per Unit
"kWh"	kilowatt hour
"London Stock Exchange"	London Stock Exchange plc
"Long-Term Warrant"	a warrant giving the holder the right to subscribe for one new Ordinary Share at a price of 225 pence per Ordinary Share at any time from Second Admission until the Long-Term Warrant Expiry Date
"Long-Term Warrant Expiry Date"	16 December 2024
"Money Laundering Regulations"	The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended)
"MWh"	megawatt hour
"New Ordinary Shares"	a new Ordinary Share in the Company issued pursuant to the Placing and the Open Offer
"Notice of General Meeting"	the notice convening the General Meeting which will be contained in a circular to Shareholders to be published shortly
"Open Offer"	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Units at the Issue Price on the terms and subject to the conditions that will be set out in the Circular
"Open Offer Entitlement"	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Units allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	the up to 4,008,588 new Ordinary Shares to be issued by the Company pursuant to the Open Offer
"Open Offer Units"	the up to 4,008,588 Units comprising up to 4,008,588  Ordinary Shares, 2,004,294 Short-Term Warrants and 2,004,294 Long-Term Warrants to be issued pursuant to the Open Offer
"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"	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
"Placing Agreement"	the conditional agreement dated 18 November 2021 and made between Canaccord Genuity, VSA Capital and the Company in relation to the Placing, further details of which are set out in this document
"Placing Option Shares"	any Ordinary Shares placed pursuant to the Placing Option
"Placing Shares"	the 25,000,000 new Ordinary Shares to be issued conditionally and unconditionally pursuant to the Placing
"Placing Units"	together, the Initial Placing Units and the Conditional Placing Units
"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"	the date yet to be determined on which the Ordinary Shares are marked as being ex-entitlement with respect to the Open Offer
"Registrars"	Computershare Investor Services (Jersey) Limited, 13 Castle Street, St. Helier, Jersey JE1 1ES
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolutions"	the resolutions to be set out in the Notice of General Meeting
"Restricted Jurisdiction"	means Australia, Canada, Japan, the Republic of South Africa, the United States and any other jurisdiction where it would be restricted or prohibited to offer the Units
"Second Admission"	admission of the Conditional Placing Shares and the Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Shareholders"	holders of Ordinary Shares
"Short-Term Warrant"	a warrant giving the holder the right to subscribe for one new Ordinary Share at a price of 150 pence per share at any time from Second Admission until the Short-Term Warrant Expiry Date
"Short-Term Warrant Expiry Date"	15 September 2022
"UK"	the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form"	an Ordinary Share or Warrant recorded on the Company's share or Warrant 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
"Unit"	a package to be subscribed for as a single unit comprising One Ordinary Share and for every two Ordinary Shares subscribed for, One Short-Term Warrant and One Long-Term Warrant
"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
"Warrant"	a Short-Term Warrant or a Long-Term Warrant as appropriate
"Warrant Exercise"	the exercise of Warrants into Warrant Shares
"Warrant Shares"	the up to 29,008,588 new Ordinary Shares to be issued pursuant to the Warrant Exercise

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2021
Announcement of the Placing and Open Offer	18 November
Publication of the Circular, the Form of Proxy and, to Qualifying Non-Crest Shareholders, the Application Form	Shortly after this announcement
First Admission and dealings in the Initial Placing Shares expected to commence	23 November
General Meeting	Expected to be during the week commencing 13 December
Results of the General Meeting and the Open Offer announced
Second Admission and dealings in the Conditional Placing Shares and Open Offer Shares expected to commence on AIM	Shortly after the General Meeting
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares and Warrant Certificates 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.

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) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") AND (2) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AND WHO ALSO (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 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 AND THE WARRANTS 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 AND THE WARRANTS 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 OR THE WARRANTS 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 Units 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 Units or possession or distribution of this Announcement or any other offering or publicity material relating to such Units 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 Units is being made in any such jurisdiction.

All offers of the Units (i) in the United Kingdom, will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus, and (ii) in the EEA will be made pursuant to an exemption under the EU 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 Units 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 Units; and the Units 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 Units 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 Units will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Units 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 Units 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 new Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

No application will be made for either the Short-Term Warrants or the Long-Term Warrants to be admitted to trading on the AIM market of the London Stock Exchange or on any other stock exchange.

Nothing in this Announcement shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.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 UNITS 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 LIMITED ("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 ("EEA") WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"), (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AND WHO ALSO (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 UNITS. 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 SUCH SHARES.

THE ISSUE OF THE INITIAL PLACING WARRANTS IS CONDITIONAL UPON THE PASSING OF THE RESOLUTIONS AT THE GM AND SECOND ADMISSION OCCURRING. IN THE EVENT THAT THE RESOLUTIONS ARE NOT PASSED BY THE REQUISITE MAJORITY AND/OR SECOND ADMISSION DOES NOT OCCUR, THE INITIAL PLACING WARRANTS WILL NOT BE ISSUED TO SUBSCRIBERS FOR THE INITIAL PLACING UNITS.

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 Units 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 Units 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.

EEA product governance

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 Units have been subject to a product approval process, which has determined that such Placing Units 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 "EEA Target Market Assessment"). Notwithstanding the EEA Target Market Assessment, Distributors should note that: the price of the Placing Units may decline and investors could lose all or part of their investment; the Placing Units offer no guaranteed income and no capital protection; and an investment in the Placing Units 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. In addition, the value from time to time of the Warrants is linked to the price of an Ordinary Share and may be zero. The EEA 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 EEA 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 EEA 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 Units.

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

UK product governance

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Units have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors, investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Units may decline and investors could lose all or part of their investment; (b) the Placing Units offer no guaranteed income and no capital protection; and (c) an investment in the Placing Units is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. In addition, the value from time to time of the Warrants is linked to the price of an Ordinary Share and may be zero. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, CGL and VSA will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Units.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Units 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 Announcement) 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 Placing Units 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 Announcement) 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. VSA's responsibilities as the Company's financial adviser and joint broker 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 Placing Units in reliance on any part of 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 Units. 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 Units 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 orally or in writing its allocation of Placing Units. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Units 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 Units is being or will be made.

Upon being notified orally or in writing of its allocation of Placing Units, a Placee shall be contractually committed to acquire the number of Placing Units 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 VALUE (IF ANY) OF THE WARRANTS FROM TIME TO TIME WILL BE LINKED TO THE PRICE OF AN ORDINARY SHARE AND COULD BE ZERO.

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. The Warrants will not be admitted to trading on any 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 Units has been given (whether orally or in writing).

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 Units

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 Placing Units at the Issue Price. It is expected that the Placing will raise £25 million in gross proceeds. The Placing is not being underwritten by CGL, VSA, or any other person.

The Initial Placing Shares are expected to be issued on or around 23 November 2021 and the Initial Placing Warrants, the Conditional Placing Units, the Open Offer Units and any Subsequent Placing Units are currently expected to be issued around the week commencing 13 December 2021 (or such later date as the Brokers and the Company may agree, being not later than 8.00 a.m. on 31 January 2022) and further details of such timetable will be set out in the Circular. The issue of the Initial Placing Warrants is conditional on the passing at the GM of the Resolutions by the requisite majority and Second Admission occurring. The Placing Shares 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 relevant Placing Shares.

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

The Warrants will be issued pursuant to the terms and conditions of the Warrant Instruments. The ISINsof the Warrants are JE00BN33L817 (Short Term Warrants) and JE00BN33L924 (Long Term Warrants). The Warrants will also be capable of settlement and transfer in certificated form.

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 Initial Placing Shares will commence on or around 8.00 am on 23 November 2021, and (ii) Second Admission will become effective and that dealings in the Conditional Placing Shares, Open Offer Shares and any Subsequent Placing Shares will commence around the week commencing 13 December 2021 (or such later date as the Brokers and the Company may agree, being not later than 8.00 a.m. on 31 January 2022), subject to the passing of the Resolutions which is set out within the Notice of General Meeting.

No application for listing on any stock exchange will be made in respect of the Warrants.

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 Units.

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 Unit (the "Issue Price") is a fixed price of £1.00 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 or in writing 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 or written 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 Units 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 Units 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 Units 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 Units 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 Initial Application and all other documents required to be submitted with the Initial 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 18 November 2021;

2.  the Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 4.45 pm on 18 November 2021 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 oral or written confirmations (on the basis of this Announcement and the Contract Notes) from Placees at the Issue Price in respect of all Placing Units;

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

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 23 November 2021 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.  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:

9.  the First Admission having occurred;

10.  all necessary consents and approvals under Jersey law and regulation to the Circular, the Warrants and otherwise in connection to Second Admission having been given and remaining in full force and effect immediately prior to Second Admission;

l 

11.  the Circular having been sent out to the Company's shareholders entitled to receive it by first class post by no later than 2 December 2021;

12.  the passing at the GM of the Resolutions by the requisite majority under the Jersey Companies Act and such Resolutions 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 9 December 2021;

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, (subject only to Second Admission) the conditional allotment of the Initial Placing Warrants, the Conditional Placing Units, the Open Offer Units and any Subsequent Placing Units;

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 Units 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 around the week commencing 13 December 2021 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 Initial Placing, the Conditional Placing and/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 (acing in good faith) waive compliance by the Company or extend the time for fulfilment 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 over-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 Units 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 Units, 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 Units 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 Units. 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) and in the Placing Warrants will take place within the CREST system, subject to certain exceptions and as stated below. The ISINs of the Warrants are JE00BN33L817 (Short Term Warrants) and JE00BN33L924 (Long Term Warrants). The Brokers reserve the right to require settlement for and delivery of the Placing Units 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. Warrants will be capable of settlement and transfer in certificated form.

Neither the Short-Term Warrants nor the Long term Warrants will be admitted to trading on the AIM market of the London Stock Exchange or on any other stock exchange.

Each Placee allocated Placing Units in the Placing will be sent a trade confirmation stating the number of Placing Units 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 Units 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 Units 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 Units 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 Units; (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 Units 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 Units, (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 Units 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 Units by the required time, and/or (b) the sale of any such Placing Units to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.

If Placing Units 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 Units 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 Units 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 Units, 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 Initial Placing Units are as follows:

CREST Participant ID of CGL:	805
Expected Trade Date:	18 November 2021
Expected Settlement Date:	23 November 2021
ISIN code for the Placing Shares:	JE00BLR94N79
ISIN code for the Short-Term Placing Warrants:	JE00BN33L817
ISIN code for the Long-Term Placing Warrants:	JE00BN33L924
Deadline for Placee to input instruction into CREST:	22 November 2021

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 Units or otherwise, other than the information contained in this Announcement and the Exchange Information and Publicly Available Information (as defined above);

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 Unitsother 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 Units 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 Units 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 Units and that it has relied on its own investigation with respect to the Placing Units and the Company in connection with its decision to subscribe for the Placing Units 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 Units 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 Units. 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, and recognises that (i) the Initial Placing Warrants will only be issued if the Resolutions are passed at the GM by the requisite majority and Second Admission occurs, and (ii) the value (if any) of the Warrants from time to time will be linked to the price of an Ordinary Share and could be zero. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Units, 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 Units 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 Units 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 Units 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 Units 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 Units (to the extent such Placing Units 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 EU Prospectus Regulation, the Placing Units 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 EU Prospectus Regulation other than "qualified investors" as defined in Article 2(e) of the EU 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 Units to the public in any member state of the European Economic Area or the United Kingdom except in circumstances falling within the EU Prospectus Regulation or (as the case may be) the UK 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 Units in circumstances in which it is permitted to do so pursuant to section 21 of FSMA or other applicable securities laws;

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 Units 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 UK version of the Market Abuse Regulation (2014/596/EU) (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018 (the "UKMAR"), 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, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the Money Laundering Sourcebook of the FCA and any similar applicable law or regulation in any other jurisdiction (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 UK Qualified Investor (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 and it is a person (i) falling within Article 19(5) of the FPO; or (ii) falling within Article 49(2)(a) to (d) of the FPO; or (iii) to whom this Announcement may otherwise be lawfully communicated under the FPO;

22.  if in a member state of the EEA, represents and warrants that it is a EEA Qualified Investor; and, if in Switzerland, represents and warrants that it is entitled to subscribe the Placing Units 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 Units 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; undertakes that it (and any person acting on its behalf) will pay CGL for the Placing Units acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any trade confirmation or contract note issued pursuant to this Announcement against delivery of such Placing Units to it, failing which the relevant Placing Units 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 Units 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 Units on its behalf;

24.  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 UK MAR and associated delegated regulations (or the equivalent legislation in force within the EEA, where applicable) 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;

25.  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;

26.  undertakes that (i) the person whom it specifies for registration as holder of the Placing Units 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 Units on the basis that the Placing Units will be issued to the CREST stock account of CGLwhich 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 Units being made simultaneously upon receipt of the Placing Units in the Placee's stock account on a delivery versus payment basis;

27.  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;

28.  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 Units agreed to be taken up by it under the Placing;

29.  represents and warrants that (unless otherwise agreed with the Brokers) it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Units have not been and will not be registered nor will a prospectus be cleared or issued in respect of the Placing Units 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;

30.  represents and warrants that any person who confirms to either Broker on behalf of a Placee an agreement to subscribe for Placing Units 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;

31.  acknowledges that the agreement to settle each Placee's acquisition of Placing Units (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 Units in question. Such agreement assumes that the Placing Units are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Units into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Units, 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;

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

33.  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);

34.  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;

35.  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;

36.  if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law and, where applicable, the equivalent legislation in force within the EEA) 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;

37.  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 Units (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom and, where applicable, the equivalent legislation in force within the EEA);

38.  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

39.  that its commitment to subscribe for Placing Units 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 them of the work to be done by them pursuant to this Announcement or the performance of their 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 Units are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those Placing Units 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 Units into a depositary receipts system or a clearance service or to hold the Placing Units as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Units in a clearance service, or any arrangements subsequently to transfer the Placing Units, 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 Units 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 Units or the agreement by them to acquire any Placing Units.

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 Units.

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

"Conditional Placing" means the conditional placing with institutional and other investors of the Conditional Placing Units by the Brokers pursuant to the Placing and Open Offer Agreement, conditional on, amongst other things, the passing of the Resolutions by the requisite majority and Second Admission occurring;

"Conditional Placing Shares" means the up to 16,314,724 new Ordinary Shares to be allotted and issued pursuant to the Conditional Placing;

"Conditional Placing Units" means Conditional Placing Shares and Conditional Placing Warrants;

"Conditional Placing Warrants" means the up to 8,157,362 Long Term Warrants and the up to 8,157,362 Short Term Warrants to be issued by the Company pursuant to the Conditional Placing, on the basis of one Long Term Warrant and one Short Term Warrant for each two Conditional Placing Shares subscribed;

"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 86,852,761 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM;

"First Admission" means the admission of the Initial 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 to be convened by the notice of meeting 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;

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

"Initial Placing" means the conditional placing with institutional and other investors of the Initial Placing Units by the Brokers pursuant to the Placing and Open Offer Agreement;

"Initial Placing Shares" means the up to 8,685,276 new Ordinary Shares to be allotted and issued pursuant to the Initial Placing;

"Initial Placing Units" means the Initial Placing Shares and the Initial Placing Warrants;

"Initial Placing Warrants" means the up to 4,342,638 Long Term Warrants and the up to 4,342,638 Short Term Warrants to be issued by the Company pursuant to the Initial Placing conditional on, amongst other things, the passing of the Resolutions by the requisite majority and Second Admission occurring, on the basis of one Long Term Warrant and one Short Term Warrant for each two Initial Placing Shares subscribed;

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

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 31 January 2022;

"Long Term Warrants" means warrants, constituted under the Long Term Warrant Instrument, to subscribe for one Ordinary Share per warrant no later than 16 December 2024 at a subscription price of 225 pence per Ordinary Share;

"Long Term Warrant Instrument" means the warrant instrument in the agreed form constituting the Long Term Warrants;

"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 Units (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 Units 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 the up to 4,008,588 new Ordinary Shares to be issued by the Company pursuant to the Open Offer;

"Open Offer Units" means the Open Offer Shares and the Open Offer Warrants;

"Open Offer Warrants" means the up to 2,004,294 Long Term Warrants and the up to 2,004,294 Short Term Warrants to be issued by the Company pursuant to the Open Offer, on the basis of one Long Term Warrant and one Short Term Warrant for each two Open Offer Shares subscribed;

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

"Placing" means the Initial Placing, the Conditional Placing and the Subsequent Placing, 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 and Open Offer Agreement"  means the placing and open offer agreement entered into between CGL, VSA, and the Company on 18 November 2021;

"Placing Shares" means the Initial Placing Shares, the Conditional Placing Shares and any Subsequent Placing Shares;

"Placing Units" means the Initial Placing Units, the Conditional Placing Units and any Subsequent Placing Units;

"Placing Warrants" means the Initial Placing Warrants, the Conditional Placing Warrants and any Subsequent Placing Warrants;

"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 this Announcement;

"Qualifying CREST Shareholders" has the meaning given in this Announcement;

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

"Record Date" means the date yet to be determined on which the Ordinary Shares are marked as being ex-entitlement with respect to the Open Offer;

"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;

"Resolutions" means the resolution(s) 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, the Conditional Placing Shares and any Subsequent Placing Shares to trading on AIM becoming effective within the meaning of Rule 6 of the AIM Rules;

"Short Term Warrants" means warrants, constituted under the Short Term Warrant Instrument, to subscribe for one Ordinary Share per warrant no later than 15 September 2022 at a subscription price of 150 pence per Ordinary Share;

"Short Term Warrant Instrument" means the warrant instrument in the agreed form constituting the Short Term Warrants;

"Subsequent Placing" means any placing with institutional and other investors of the Subsequent Placing Units by the Brokers conditional on, amongst other things, the passing of the Resolutions by the requisite majority and Second Admission occurring;

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

"Subsequent Placing Units" means Subsequent Placing Shares and Subsequent Placing Warrants;

"Subsequent Placing Warrants" means any Open Offer Warrants 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;

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

"Warrant Instruments" means the Long Term Warrant Instrument and the Short Term Warrant Instrument; and

"Warrants" means the Long Term Warrants and the Short Term Warrants.

 

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