Proposed Placing and Open Offer

RNS Number : 3251R

RedT Energy PLC

08 December 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

This announcement contains inside information

8 December 2016

redT energy plc

("redT" or the "Company")

Proposed Placing and Open Offer and Notice of General Meeting

redT energy plc, the energy storage technology company, is pleased to announce that it has conditionally raised gross proceeds of £12 million from institutional and other investors through a proposed issue of 150,000,000 Placing Shares (the "Placing") at a price of 8 pence per share (the "Placing Price").

The Company is grateful for the continued support of redT's existing shareholders and is therefore proposing separately to make an Open Offer to all Qualifying Shareholders to enable Qualifying Shareholders to have the opportunity to participate in the capital raising process at a price equivalent to the Placing Price. It is proposed that the Open Offer will raise up to £3 million (being less than the €5 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Rules).

The Company intends to use the net proceeds it receives from the Placing to fund:

·     Capital expenditure for development of Generation 3 (Gen 3) - approximately £1.3 million;

·     Operating costs for Gen 3 and Generation 4 (Gen 4) development - approximately £2.0 million; and

·     Sales, operations and working capital for the next 2 years to accelerate pipeline delivery - approximately £8.0 million.

The Company's strategy is not contingent upon a full take-up under the Open Offer, and any Open Offer funds received will be additional to the Company's immediate funding requirements.

The Placing and the Open Offer (together, the "Fundraising") are conditional, amongst other things, on the passing of a resolution (the "Resolution") by Shareholders at the General Meeting to be held at The Equinox Room, Clerkenwell Workshops, 27-31 Clerkenwell Close, London, EC1R 0AT at 10.30 a.m. on 30 December 2016.

The Company has obtained irrevocable undertakings from certain shareholders, including directors, to vote in favour of the Resolution in respect of, in aggregate, 173,771,694 million Ordinary Shares, representing approximately 37.1 per cent of the of the Existing Ordinary Shares in issue.

The New Ordinary Shares will represent approximately 28.4 per cent. of the Enlarged Share Capital immediately following completion of the Placing and the Open Offer (assuming the Open Offer is fully subscribed). The Issue Price represents an approximate 29.7 per cent. discount to the price of 11.4 pence per Ordinary Share at which the Ordinary Shares traded on AIM on 7 December 2016 (the latest practicable date prior to this announcement), and a 30.8 per cent discount to the average share price during the 90 trading days prior to 7 December 2016.

Neil O'Brien, a Non-executive Director of the Company, has subscribed through the Placing for 625,000 Placing Shares at the Placing Price.

The Placing Shares and the Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of Admission.

Subject to the passing of the Resolution required to enable the Placing and the Open Offer to proceed, application will be made to AIM for Admission of the Placing Shares and the Open Offer Shares to trading on AIM. Admission is expected to occur no later than 8.00 a.m. on 3 January 2017 or such later time and/or date(s) as Cenkos and the Company may agree (not being later than 17 January 2017).

Shareholders should be aware that in the event that the Resolution is not passed, the Company will not be able to proceed with the Fundraising, with the result that the anticipated net proceeds of the Fundraising will not become available to fund proposed upcoming expenditure and achieve the objectives currently pursued by the Board. The Group's business plan and growth prospects may be adversely affected as a result.

A circular in connection with the proposed Fundraising (the "Circular") and notice of General Meeting will be posted to Shareholders later today.  The Circular sets out in detail (i) the background to and reasons for the Fundraising and (ii) the resolution which is required to be passed by Shareholders at the General Meeting.

All capitalised terms in this announcement are as defined in the Circular which will be available on the Company's website www.redtenergy.com.

Scott McGregor, CEO, commented:

"redT has successfully proven its disruptive technology with the production of one of the longest life, lowest cost industrial energy storage machines, and we are now entering the next stage of development with the commercial roll-out of our Gen 2 units.  Estimated at $100-$150 billion, the stationary energy storage market presents redT with a very significant opportunity for sustainable growth and our technology holds the key to unlocking firm renewable power for the future. With a strengthened balance sheet, we will now be able to aggressively ramp up our sales and marketing efforts, and continue the development of the future generation of redT machines. 

"I would like to thank both our existing and new shareholders for their support and we are pleased to provide existing shareholders with the opportunity to participate through the Open Offer."

Contact Details:

redT energy plc	[phone]
Scott McGregor, Chief Executive Officer Joe Worthington, Investor & Media Relations
Cenkos Securities plc (Nominated Adviser & Broker)	[phone]
Nick Tulloch Derrick Lee
VSA Capital Limited (Placing Agent) Andrew Monk Andrew Raca	[phone]
Celicourt (Financial PR)	[phone]
Mark Antelme
Joanna Boon Jimmy Lea

Notes to Editors

About redT energy

redT energy develops and supplies durable and robust energy storage machines based on proprietary vanadium redox flow technology for on and off-grid applications. The liquid storage medium affords an exceptionally long system life of up to 25 years and a 100 per cent usable depth of discharge. Combined with low maintenance requirements, this delivers industry leading lowest levelised cost of storage (LCOS) and total cost of ownership (TCO) results. The modular approach allows the power and energy components of systems to be independently sized to meet customer requirements.

Until now it has not been possible to directly compare variable renewable energy generation sources with diesel or fossil fuel generation. PV + Storage is now reaching 'grid parity' in many countries, a paradigm shift in energy production, which will ultimately enable a distributed energy network optimising conventional and renewable generation. The redT energy storage machine has applications in remote power, smart grids, power quality, and all aspects of renewable energy management.

To find out more about redT products or to register your interest in purchasing an energy storage machine please go to the below web address:

http://www.redtenergy.com/

For sales enquiries, please email [e-mail] or call [phone]

Background to and reasons for the Fundraising

redT is a developer of stationary liquid energy storage machines. The Company is one of the market leaders in the provision of low cost vanadium energy storage machines (prices start at less than US$500 per kWh). The Company's core technology has been developed over a period of 12 years, supported by its legacy Camco business, and is proven and protected with patents and IP.

The Company's energy storage machines stand apart due to their long life span, and the ability to perform 100 per cent. depth of discharge cycles on a daily basis without significant electrolyte degradation. These attributes, alongside the design characteristics which will result in lower maintenance costs, are expected to result in a 25 year life for the technology and a significantly lower levelised cost of storage against competing technologies. The industrial nature and modular design of redT's energy storage machines enable them to be deployed to meet specific customer power and energy requirements.

The Company has a Tier-1 volume manufacturing agreement in place with Jabil Circuit Inc., which is

NYSE listed (market cap US$4.0bn) and one of America's largest contract manufacturers. This agreement provides the Company with supply chain security and the ability to scale manufacturing as demand increases.

Since the start of 2016, the Company has achieved a number of significant milestones towards the goal of becoming an industry-leading energy storage technology business.

The Company recently successfully concluded its Generation 1 ("Gen 1") market seeding phase, having placed Gen 1 energy storage machines into the UK, Europe and Africa. It has worked in partnership with a broad range of customers, from energy system contractors and project developers to utilities such as E.ON SE. In line with its objectives, its small 40kWh and large 240kWh energy storage machines have now been deployed as commodity products in key application markets.

The Company has dispatched over 2MWh of storage to date, for use in a variety of applications, working alongside solar and wind in both grid-connected and off-grid situations. The Company has now proven its patented stack and system IP technology as a contract manufactured commodity product. This is a key strategic milestone for an early stage technology company. The market seeding phase for redT's Gen 1 machine has provided critical knowledge which has been utilised in the development and manufacture of its Generation 2 ("Gen 2") energy storage products. The Company's Gen 2 machines incorporate design enhancements for manufacture, a reduction in the number of material components and an associated reduction in raw material and assembly costs.

The Company completed its first sale of a Gen 2 energy storage machine in early November 2016 to Jabil Inala, a South African energy solutions provider and systems integrator, operating across sub Saharan Africa. The machine will be provided by Jabil Inala to one of Africa's largest telecoms companies. The Company views the African telecoms market as one sector for future volume sales, where redT energy storage could displace diesel generation, as fuel and associated costs to operators in these markets can be as high as 40 per cent of total network operating costs. Consequently the Directors believe that this initial sale is an important development for the Company.

Following this initial Gen 2 machine sale, in late November 2016 redT manufactured and shipped its first Gen 2 machine to its development centre in Wokingham, where it will be commissioned and used for customer demonstrations and training. The Company has also announced the manufacture of a Gen 2 machine for a customer in Johannesburg, South Africa and an additional commercial sale of a Gen 2 machine to the University of Strathclyde. This machine will be deployed at a site in Glasgow and is to be used as part of a joint project between Gaia Wind and the University of Strathclyde.

The Company expects there to be strong demand for redT energy storage machines across a range of markets, including: Renewables (regional market with certain geographies now economic and demand expected from solar storage market: estimated market size US$65-103 billion); off-grid and weak grid (key market with drivers including high cost of diesel and solar storage demand: estimated market size US$27 billion); Grid Services (near term market for long duration grid services: estimated US market size US$32-50 billion); and Telecoms (response market focused on Off-grid and Weak Grid over time: estimated market size US$12 billion).

The Fundraising is being undertaken at the present time to enable the Company to accelerate its position as a market leader in the energy storage market.

Current Trading and Prospects

On 28 September 2016 the Company announced its interim results for the six months to 30 June 2016, which are available on its website at www.redtenergy.com. As at 30 June 2016 the Company held cash and cash equivalents of €5.5 million (€2.9 million as at 31 December 2015) and the Company has no loans or borrowings. The Company reported a loss for the first half of 2016 of €2.7 million. This result was in line with the Company's expectation, as management implemented its strategy for the business, including changes to the structure of the business and the acquisition of additional REDH shareholding, disposal of the Company's US biogas assets and completion of the strategic refocus of the Africa business into a pure investment advisory business.

The Company confirms that at the present time trading remains in line with the Board's expectations.

The Board considers the pipeline for the next 6 to 12 months to be encouraging and believes that future revenue and margin expectations are deliverable through deployment of the proceeds of the Fundraising. As at the date of the Circular, and without proactively seeking to build its pipeline the Company has received 1,685 incoming sales enquiries from 112 countries, which have resulted in a potential total sales pipeline of 2,608 units with a gross value of US$263 million.

Use of Proceeds

The gross proceeds receivable by the Company pursuant to Placing will be £12 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 £3 million, before expenses. Given redT's existing cash position of €5.5 million, as at 30 June 2016, and assuming receipt of the net proceeds anticipated to be raised under the Placing, the Company's strategy is not contingent upon a full take-up under the Open Offer, and any Open Offer funds received will be additional to the Company's immediate funding requirements.

The Company intends to use the net proceeds it receives from the Placing to fund:

·     Capital expenditure for development of Generation 3 (Gen 3) - approximately £1.3 million;

·     Operating costs for Gen 3 and Generation 4 (Gen 4) development - approximately £2.0 million; and

·     Sales, operations and working capital for the next 2 years to accelerate pipeline delivery approximately £8.0 million.

Expenses of the Placing are expected to be £0.7 million.

The Company intends to implement a sales and marketing strategy to capitalise on the completion of redT's technology development phase and commencement of sales of its Gen 2 energy storage machines. This will involve the recruitment of experienced sales and marketing personnel to drive product rollout, as the business to date has been wholly reliant on incoming enquiries. To supplement the sales and marketing strategy, the Company intends to establish a business model that will enable it to move from a development focused organisation to a full commercial structure.

As a result, it is expected that redT will need to recruit an additional 34 individuals during the course of H1 2017, from a current staff of c.30. This team will implement the product development roadmap for Gen 3 and 4, as well as driving robust and sustainable processes to support customers before, during and after system delivery.

Material Contracts

US Carbon Credit Portfolio Sale

On 28 May 2015 the Company entered into an agreement with a major multinational corporation to assign its rights to the future stream of certain California Carbon Offsets ("CCOs") generated between 2015 and 2020 from the majority of agricultural methane projects that it manages on behalf of its dairy partners. As part of the transaction, the Company received an initial cash payment of $1.74 million.

Further US Carbon Credit Portfolio Sale

On 2 June 2015 the Company entered into an agreement with a major multinational corporation to assign its rights to the remaining stream of CCOs generated between 2015 and 2020 from the agricultural methane projects that it manages on behalf of its dairy partners which had not been included in the US Carbon Credit Portfolio Sale transaction referred to above. The transaction involved the receipt of an initial cash payment of $0.3 million and a further payment of up to $0.4 million. In addition, the Company will also receive up to a further $1.0 million over the period to 2020 dependent on the delivery of CCOs from a limited number of projects.

First Roll in of interest in REDH

On 29 September 2015, the Company entered into an agreement to acquire ("Roll-In") the remaining shares it does not already own or control in REDH from Alchemy Projects Limited, AIB Seed Capital Fund LP and Enterprise Ireland. The consideration for the Roll-In was the issue of, in aggregate, 125,681,940 new Ordinary Shares. Following the Roll-In, the Company had effective voting control over 100 per cent. of the shares in REDH and an economic interest in 90.0 per cent. of REDH. The consideration shares were admitted to trading on AIM on 5 October 2015.

Second Roll in of interest in REDH

On 7 October 2015, the Company entered into agreements with each of Peter Ridley, Arthur Gary Simmonds, Richard Underwood and Sir John Samuel, in each case to Roll-In an additional 5.2 per cent. economic interest in REDH. The aggregate consideration under the agreements was the issue of, in aggregate, 17,027,334 new Ordinary Shares. Following completion of the Roll-In, the Company had an economic interest in 95.2 per cent. of REDH and effective voting control of 100 per cent. of the shares in REDH. The Roll-In was effected through the acquisition of a 15.33 per cent. minority stake in an intermediate holding company of REDH, Re-Fuel Technology Limited, of which the Company already had an interest of 71.28 per cent. Post completion of the Roll-In, the Company had an interest in Re-Fuel Technology Limited of 86.61 per cent. The consideration shares were admitted to trading on AIM on 13 October 2015.

Third Roll-In of interest in REDH

On 14 October 2015, the Company entered into an agreement to Roll-In an additional 1.9 per cent. economic interest in REDH. The consideration was the issue of, in aggregate, 5,830,943 new Ordinary Shares. Following completion of the Roll-In, the Company had an economic interest in 97.1 per cent. of REDH and effective voting control of 100 per cent. of the shares in REDH. The Roll-In was effected through the acquisition of a 5.25 per cent. minority stake in an intermediate holding company of REDH, Re-Fuel Technology Limited, of which the Company already had an interest of 86.61 per cent. Post completion of the Roll-In, the Company had an interest in Re-Fuel Technology Limited of 91.86 per cent. The consideration shares were admitted to trading on AIM on 19 October 2015.

Acquisition of interest in REDH

On 21 December 2015, the Company entered into agreements with each of Geoff Knight, John Lee and Trident Limited to acquire in aggregate an additional 2.6 per cent. economic interest in REDH. The consideration was the issue of, in aggregate, 8,157,897 new Ordinary Shares. Following completion of the transaction, the Company had an economic interest in 99.7 per cent. of REDH and had effective voting control of 100 per cent. of the shares in REDH. The transaction was effected through the acquisition of a 7.34 per cent. minority stake in an intermediate holding company of REDH, Re-Fuel Technology Limited, of which the Company already had an interest of 91.86 per cent. Following the transaction, the Company has an interest in Re-Fuel Technology Limited of 99.20 per cent. The consideration shares were admitted to trading on AIM on 24 December 2015.

Disposal of interest in US Biogas

On 17 November 2015, the Company entered into a sale and purchase agreement to sell its entire interest in AG Power Jerome, LLC (which owns the Jerome biogas facility) and its entire interest in AG Power DCD LLC (which owns the Twin Falls facility) to Clean Power Holdings LLC, a Delaware incorporated business focused on developing, owning and operating anaerobic digestion biogas assets in the US, for a total consideration of $4.6 million. Further, an additional $1.0 million of deferred consideration is payable dependent on the performance of the disposed assets in the period to 31 December 2016 and up to 2 years from the date of completion payable in 2 equal instalments.

Long-term Service Agreement

As part of the Biogas sale described above, the Company has signed long term service agreements with Clean Power Holdings LLC to continue to manage the operations of the Jerome biogas facility and the Twin Falls facilities.

January 2016 Placing Agreement

On 20 January 2016 the Company entered into a placing agreement with finnCap Ltd ("finnCap"), pursuant to which finnCap, as agent for the Company, conditionally agreed to use its reasonable endeavours to procure subscribers for 51,851,852 Ordinary Shares at a price of 6.75 pence per Ordinary Share. The placing agreement contained customary warranties from the Company in favour of finnCap in relation to, inter alia, the accuracy of the information in the circular issued by the Company on 20 January 2016 and other matters relating to the Group and its business. In addition, the Company agreed to indemnify finnCap in relation to certain liabilities it may incur in respect of the placing. The placing agreement contained certain market standard conditions which were satisfied and the placing shares were admitted to trading on AIM on 10 February 2016.

November 2016 Placing Agreement

Pursuant to the terms of the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours to procure the subscription of the Placing Shares by certain institutional and other investors. The Placing has not been underwritten by Cenkos. Further terms of the Placing Agreement are set out in the Circular.

Interests of Directors

The Directors and their respective functions are set out below:

·     Dr Jeff Kenna (Non-executive Chairman)

·     Scott McGregor (Chief Executive Officer)

·     Michael Farrow (Non-executive Director)

·     Zainul Rahim (Non-executive Director)

·     John Ward (Non-executive Director)

·     Jonathan Marren (Non-executive Director)

·     Neil O'Brien (Non-executive Director)

The interests (all of which are beneficial unless stated otherwise) of each of the Directors and their family (within the meaning of the AIM Rules) in the issued ordinary share capital of the Company and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director (i) as at the date of the Circular and (ii) as they are expected to be on Admission are as follows:

	Number of Existing Ordinary Shares	Percentage of existing issued share capital	Number of Ordinary Shares (following admission) 1	Percentage of Enlarged Share Capital (following admission) 1
John Ward	97,419,319	20.82	97,419,319	14.90%
Scott McGregor	11,973,126	2.56	11,973,126	1.83%
Jonathan Marren	7,743,815	1.65	7,743,815	1.18%
Jeffrey Kenna	2,162,325	0.46	2,162,325	0.33%
Michael Farrow	86,230	0.02	86,230	0.01%
Neil O'Brien	-	-	625,000	0.10%
Zainul Rahim	-	-	-	-

1 Assumes that 100 per cent. of the Ordinary Shares theoretically available under the Open Offer are subscribed for in the Fundraising.

2 John Ward has undertaken not to subscribe for his Open Offer Entitlements.

3 Scott McGregor has undertaken not to subscribe for his Open Offer Entitlements. Scott McGregor holds the legal and beneficial interest for 685,797 of his Ordinary Shares.

4 Jonathan Marren has undertaken not to subscribe for his Open Offer Entitlements. Jonathan Marren holds the legal and beneficial interest for 3,043,815 of his Ordinary Shares.

5 Jeffrey Kenna has undertaken not to subscribe for his Open Offer Entitlements. Jeffrey Kenna and his family hold the legal and beneficial title to 812,829 of their Ordinary Shares with the remainder held beneficially.

6 Michael Farrow has undertaken not to subscribe for his Open Offer Entitlements.

7 Neil O'Brien has agreed to subscribe for 625,000 Placing Shares, as described below.

8 Zainul Rahim is the nominated director for Khazanah Nasional Berhad, being the parent company of Payar Investments Ltd, a shareholder of the Company which holds 62,229,986 Ordinary Shares (being 13.30 per cent. of the existing issued share capital).

On 7 December 2016, being the last practicable date prior to the publication of the Circular, the Directors and (so far as is known to the Directors, having made appropriate enquiries) their family (within the meaning of the AIM Rules) will have the following options over Ordinary Shares:

	Number of Options	Percentage of existing issued share capital	Percentage of Enlarged Share Capital (following admission) 1
Scott McGregor	4,156,358	0.89	0.64%

1 Assumes that 100 per cent. of the Ordinary Shares theoretically available under the Open Offer are subscribed for in the Fundraising.

As at 7 December 2016, being the last practicable date prior to the publication of the Circular, the Company has granted 25,420,494 options over Ordinary Shares, including those mentioned above.

The options are the subject of certain vesting criteria.

Director Service Contracts

Scott McGregor was appointed Chief Executive Officer in 2009 having previously served as Chief Financial Officer since 2006. Scott McGregor entered into an employment agreement with Camco Services UK Limited dated 5 April 2014. Under this agreement, Scott McGregor is entitled to a basic salary of £200,000 per annum, the payment of subscriptions to a medical insurance benefits scheme, a pension contribution equivalent to five per cent. per annum of the basic salary and is eligible for a discretionary performance bonus of up to 100 per cent. of salary. The agreement can be terminated by either party giving not less than six months' prior written notice to the other. The agreement may also be terminated with immediate effect (summary termination) or payment in lieu of notice in certain circumstances including gross misconduct, negligence, breach of the Company's rules on insider dealing or insider trading or material breach of the service agreement.

Each of the non-executive Directors of the Company being Jonathan Marren, Dr Jeff Kenna, Michael Farrow, Zainul Rahim bin Mohd Zain, Neil O'Brien and John Ward are subject to letters of appointment with the Company dated 23 February 2016, 2 February 2011, 16 March 2006, January 2012 29 December 2011, 8 September 2016 and 11 February 2005 respectively governing the terms of their appointment as a Non-executive Director of the Company. Each of the letters of appointment provide for termination on three months' written notice by either party. The appointments may also be terminated by the Company without notice in certain circumstances including incapacity for three months in any 12 month period, serious or repeated breach of obligations in connection with the appointment or unsatisfactory performance as determined by the Board. Jonathan Marren was previously appointed as the Chief Financial Officer of the Company on 9 July 2012 but resigned on 29 February 2016.

Under the terms of the letters of appointment, the Company shall pay an annual fee of £60,000 to Overmoor Limited for the provision of the services of Dr Jeff Kenna as Chairman of the Company. Jonathan Marren is entitled to an annual fee of £35,000, Michael Farrow is entitled to an annual fee of £30,000, Zainul Rahim bin Mohd Zain is entitled to a fee of £30,000 and Neil O'Brien is entitled to an annual fee of £25,000. John Ward does not receive a fee for his services as non-executive director. The Company will reimburse any expenses properly and reasonably incurred by the non-executive directors and Overmoor Limited in the performance of duties under the letters of appointment.

Debentures and Loans

Save as disclosed in the Circular there are no subscriptions, allotments or options to be given, or already existing, in respect of any other securities of the Company, including any that have a prior right over the securities covered by the offer to a distribution of the Company's profits.

The Placing and the Open Offer

The Company has conditionally raised approximately £12 million (gross) through the issue of the Placing Shares at the Issue Price, which represents a discount of 29.7 per cent. to the closing middle market price of 11.4 pence per Existing Ordinary Share on 7 December 2016, being the last practicable date prior to the announcement of the Fundraising, and a 30.8 per cent discount to the average share price during the 90 trading days prior to 7 December 2016. The Placing Shares will represent 28.4 per cent. of the Company's issued share capital immediately following Admission assuming full take-up under the Open Offer.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Cenkos, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares. Cenkos has conditionally placed the Placing Shares with certain institutional and other investors at the Issue Price. The Placing has not been underwritten by Cenkos. The Placing Agreement is conditional upon, inter alia, the Resolution being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 3 January 2017 (or such later time and/or date as the Company and Cenkos may agree, but in any event by no later than 8.00 a.m. on 17 January 2017).

The Placing Agreement contains customary warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos in relation to certain defined liabilities that it may incur in respect of the Placing. Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to Cenkos in the Placing Agreement, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Company or the Group as a whole.

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees and expenses.

The Placing Shares have not been made available to the public and have not been offered or sold in any jurisdiction where it would be unlawful to do so.

Neil O'Brien, a non-executive director of the Company, has agreed to subscribe for 625,000 Placing Shares at the Issue Price pursuant to the terms of the Placing. Mr O'Brien is not currently interested in any Ordinary Shares or options over Ordinary Shares in the Company. Following Admission, Mr O'Brien will be interested in 625,000 Ordinary Shares representing an interest of 0.10 per cent. of the Enlarged Share Capital.

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 a maximum of £3 million (before expenses) (assuming full take up of the Open Offer but being less than the €5 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Rules) through the issue of up to 35,994,530 Open Offer Shares.

The Open Offer Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price of 8 pence per Open Offer Share, payable in full on acceptance. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

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

the following basis:

1 Open Offer Share for every 13 Existing Ordinary Shares

held by the Shareholder on the Record Date

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open

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

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.

In the event that the Open Offer is not fully subscribed, the Directors reserve the right to place the balance of the Open Offer Shares, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer (the "Placing Option"). However, as explained above, the Company's strategy is not contingent upon a full take-up under the Open Offer and any funds received from the placing of Open Offer Shares pursuant to the Placing Option will be additional to the Company's immediate funding requirements. Any exercise of the Placing Option would be on substantially the same terms as the Placing Agreement and the placing of any Open Offer Shares thereunder would be at not less than the Issue Price.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 9 December 2016. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 28 December 2016. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 28 December 2016. The Open Offer is not being made to certain Overseas Shareholders, as set out in paragraph 6 of Part IV of the Circular.

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

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part IV of the Circular and on the accompanying Application Form.

The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be). Accordingly, if the conditions to the Placing are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by the Registrars will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

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

 The Directors have agreed not to take up their respective Open Offer Entitlements.

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 Admission will become effective at 8.00 a.m. on 3 January 2017.

The Placing Shares and Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

Effect of the Placing and Open Offer

Upon Admission, and assuming full take up of the Open Offer Entitlements and no further exercise of options under the Company's share schemes, the Enlarged Share Capital is expected to be 653,923,424 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 39.7 per cent. of the Company's Enlarged Share Capital. Following the issue of the New Ordinary Shares pursuant to the Placing and the Open Offer, assuming full take up of the Open Offer Entitlements and no further exercise of options under the Company's share schemes, Qualifying Shareholders who do not take up any of their Open Offer Entitlements nor participate in the Placing will suffer a dilution of approximately 28.4 per cent. to their interests in the Company. If a Qualifying Shareholder takes up his Open Offer Entitlement in full, and does not participate in the Placing, he will suffer a dilution of approximately 22.9 per cent. to his interest in the Company.

Working Capital

Having made due and careful enquiry, the Directors are of the opinion that, taking into account the net proceeds of the Placing, the Company will have sufficient working capital available for its present requirements, that is, for at least 12 months following the date of Admission.

The General Meeting

The Directors do not currently have authority to allot all of the New Ordinary Shares. Accordingly, the Board is seeking the approval of Shareholders at the General Meeting to allot and issue the New Ordinary Shares in connection with the Placing and the Open Offer and to disapply the pre-emption rights in the Company's articles of association from such issue.

The Resolution will be proposed as a special resolution. To be passed the Resolution will require the support of not less than two-thirds of the total voting rights of Shareholders who (being entitled to do so) vote on such resolution (in person or by proxy) at the General Meeting. The Placing and the Open Offer are conditional, inter alia, on the passing of the Resolution.

Set out at the end of the Circular is a notice convening the General Meeting to be held at 10.30 a.m. on 30 December 2016 at The Equinox Room, Clerkenwell Workshops, 27-31 Clerkenwell Close, London, EC1R 0AT, at which the Resolution will be proposed for the purposes of implementing the Placing and the Open Offer.

Irrevocable undertakings

The Company has received irrevocable undertakings from certain Shareholders to vote in favour of the Resolution in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 11.64 per cent. of the Existing Ordinary Shares. All the Directors who hold Existing Ordinary Shares have also provided irrevocable undertakings to vote in favour of the Resolution in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 25.50 per cent. of the Existing Ordinary Shares. When aggregated together, the irrevocable undertakings represent approximately 37.1 per cent. of the Existing Ordinary Shares.

Action to be taken

A Form of Proxy for use at the General Meeting accompanies the Circular. The Form of Proxy should

be completed and signed in accordance with the instructions thereon and returned to the Company's registrars, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event so as to be received by no later than 10.30 a.m. on 28 December 2016 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting).

If you hold your Existing Ordinary Shares in uncertificated form in CREST, you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual. Further details are also set out in the notes accompanying the Notice of General Meeting at the end of the Circular. Proxies submitted via CREST must be received by the issuer's agent (ID 3RA50) by no later than 10.30 a.m. on 28 December 2016 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

The completion and return of a Form of Proxy or the use of the CREST Proxy Voting Service will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

The Placing and Open Offer are conditional, inter alia, upon the passing by Shareholders of the Resolution at the General Meeting. Shareholders should be aware that in the event that the Resolution is not passed, the Company will not be able to proceed with the Fundraising, with the result that the anticipated net proceeds of the Fundraising will not become available to fund proposed upcoming expenditure and achieve the objectives currently pursued by the Board. The Group's business plan and growth prospects may be adversely affected as a result.

In respect of the Open Offer Qualifying Non-CREST Shareholders wishing to apply for Open Offer Shares or the Excess Shares must complete the enclosed Application Form in accordance with the instructions set out in paragraph 3 of Part IV of the Circular and on the accompanying Application Form and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, so as to arrive no later than 11.00 a.m. on 28 December 2016.

If you do not wish to apply for any Open Offer Shares under the Open Offer, you should not complete or return the Application Form. Shareholders are nevertheless requested to complete and return the Form of Proxy.

If you are a Qualifying CREST Shareholder, no Application Form will be sent to you. Qualifying CREST Shareholders will have Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to their stock accounts in CREST. You should refer to the procedure for application set out in paragraph 3 of Part IV of the Circular. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 3.2 of Part II of the Circular by no later than 11.00 a.m. on 28 December 2016.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Circular and the Open Offer. 

Overseas Shareholders

Information for Overseas Shareholders who have registered addresses outside the United Kingdom or who are citizens or residents of countries other than the United Kingdom appears in paragraph 6 of Part IV of the Circular, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you pay particular attention to that paragraph of the Circular. 

Recommendation

The Directors consider the Placing and Open Offer to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend unanimously Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they intend to do so in respect of their beneficial holdings amounting, in aggregate, to 119,384,815 Existing Ordinary Shares, representing approximately 25.51 per cent. of the existing issued Ordinary Share capital of the Company.

Disclaimer

Important notice:

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares on the basis of this announcement. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Circular expected to be published and made generally available in the United Kingdom today. When made generally available, copies of the Circular may be obtained at no cost through the Company's corporate website (http://www.redtenergy.com/).

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Canada, Japan, the Republic of South Africa, the Republic of Ireland or Australia.

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares, the Open Offer Entitlements and the Excess Open Offer Entitlements have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") and may not be offered, sold or delivered in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. 

Cenkos Securities plc, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company for the purposes of the AIM Rules in connection with the proposed Placing and Admission and will not be acting for any other person (including a recipient of the Circular) or otherwise be responsible to any person for providing the protections afforded to clients of Cenkos Securities plc or for advising any other person in respect of the proposed Placing and Admission. Cenkos Securities plc's responsibilities as the Company's nominated adviser and 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 shares in the Company in reliance on any part of the Circular.

Cautionary note regarding forward looking statements:

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. Words such as ''believes'', ''anticipates'', ''estimates'', ''expects'', ''intends'', ''aims'', ''potential'', ''will'', ''would'', ''could'', ''considered'', ''likely'', ''estimate'' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. Neither the Company nor any member of its group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules, the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement under the Open Offer	7 December 2016
Announcement of the Placing and Open Offer	8 December 2016
Publication of the Circular, Proxy Form and, to Qualifying non-Crest Shareholders, the Application Form	8 December 2016
Ex-entitlement date of the Open Offer	9 December 2016
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	8.00 a.m. on 9 December 2016
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 20 December 2016
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST	3.00 p.m. on 21 December 2016
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	10.30 a.m. on 28 December 2016
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11 a.m. on 28 December 2016
General Meeting	10.30 a.m. on 30 December 2016
Results of the General Meeting and the Open Offer announced	30 December 2016
Admission and dealings in the Placing Shares and Open Offer Shares expected to commence on AIM	8.00 a.m. on 3 January 2017
Where applicable, expected date for CREST accounts to be credited in respect of Placing Shares and Open Offer Shares in uncertificated form	3 January 2017
Where applicable, expected date for despatch of definitive share certificates for Placing Shares and Open Offer Shares in certificated form	Within 14 days of Admission

Notes:

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

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

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

FUNDRAISING STATISTICS

Issue Price	8p
Number of Existing Ordinary Shares	467,928,894
Number of Placing Shares being issued by the Company pursuant to the Placing	150,000,000
Open Offer basic entitlement	1 Open Offer Share for every 13 Existing Ordinary Shares
Number of Open Offer Shares (in aggregate)*	up to 35,994,530
Number of Ordinary Shares in issue following Admission*	653,923,424
Percentage of the existing issued ordinary share capital of the Company being placed pursuant to the Placing and Open Offer*	39.7 per cent.
Gross proceeds of the Placing	£12.0 million
Gross proceeds of the Open Offer*	£2.88 million
Estimated expenses of the Placing and Open Offer	£0.88 million
Estimated net proceeds of the Placing and Open Offer receivable by the Company*	£14.0 million

Ordinary Share ISIN                                                        GB00B11FB960

Open Offer Basic Entitlements ISIN                        GB00BD8NPQ25

Open Offer Excess Entitlements ISIN                     GB00BD8NPR32

* Assuming take-up in full of the Open Offer by Qualifying Shareholders within the £3m maximum identified

DEFINITIONS

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

"Admission"	admission of the Placing Shares and Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM Market operated by the London Stock Exchange
AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	the announcement released by the Company on 8 December 2016 relating to the Placing and Open Offer and the publication of the Circular
"certificated form" or "in certificated form"	an Ordinary Share recorded on a company's share register as being held in certificated form (namely, not in CREST)
"Circular"	The circular dated 8 December 2016 sent by the Company to Shareholders in connection with the Fundraising
"Company" or "redT"	redT energy plc, a company incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered no: 92432
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No.3755)
"Dealing Day"	a day on which the London Stock Exchange is open for business in London
"Directors" or "Board"	the directors of the Company whose names are set out on page 6 of the Circular, or any duly authorised committee thereof
"Enlarged Share Capital"	the issued Ordinary Shares immediately following Admission
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlements"	in respect of each Qualifying CREST Shareholder, an entitlement of 20 times the record date holding has been credited (in addition to his Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Shares"	Open Offer Shares applied for by Qualifying Shareholders under the Excess Application facility
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 8 December 2016
"Existing Ordinary Shares"	the 467,928,894 Ordinary Shares in issue at the date of the Circular, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"Form of Proxy"	the form of proxy for use in connection with the General Meeting which accompanies the Circular
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Placing and the Open Offer
"General Meeting"	the extraordinary general meeting of the Company to be held at The Equinox Room, Clerkenwell Workshops, 27-31 Clerkenwell Close, London, EC1R 0AT at 10.30 a.m. on 30 December 2016, notice of which is set out at the end of the Circular
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"IP"	intellectual property
"Issue Price"	8 pence per New Ordinary Share
"kWh"	kilowatt hour
"London Stock Exchange"	London Stock Exchange plc
"MWh"	megawatt hour
"New Ordinary Shares"	the Placing Shares and the Open Offer Shares
"Nominated Adviser" or "Cenkos"	Cenkos Securities plc, the Company's nominated adviser and broker
"Notice of General Meeting"	the notice convening the General Meeting which is set out at the end of the Circular
"Open Offer"	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement"	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	the up to 35,994,530 new Ordinary Shares to be issued by the Company pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of €0.01 each in the capital of the Company
"Overseas Shareholders"	Shareholders with a registered address outside the United Kingdom
"Placing"	the conditional placing of the Placing Shares by Cenkos, as agent on behalf of the Company, pursuant to the Placing Agreement, further details of which are set out in the Circular
"Placing Agreement"	the conditional agreement dated 8 December 2016 and made between Cenkos and the Company in relation to the Placing, further details of which are set out in the Circular
"Placing Option"	has the meaning set out in paragraph 9 of Part I of the Circular
"Placing Shares"	the 150,000,000 new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Rules"	the prospectus 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"	7 December 2016
"RedH"	Renewable Energy Dynamics Holdings Limited
"Registrars"	Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY
"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
"Resolution"	the resolution set out in the Notice of General Meeting
"Restricted Jurisdiction"	has the meaning set out on page 3 of the Circular
"Shareholders"	holders of Ordinary Shares
"UK"	the United Kingdom of Great Britain and Northern Ireland
"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
"uncertificated" or "in uncertificated form"	an Ordinary Share recorded on a company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"£", "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
"US dollar", "dollar", US$" or "$"	are references to the lawful currency of the United States

RISK FACTORS

Any investment in the Company is subject to a number of risks. Accordingly, prospective investors should carefully consider the risk factors as well as the other information contained in Part II of the Circular before making a decision whether to invest in the Company. The risks described in Part II of the Circular are not the only risks that the Group faces. Additional risks and uncertainties that the Directors are not aware of or that the Directors currently believe are immaterial may also impair the Group's operations. Any of these risks may have a material adverse effect on the Group's business, financial condition, results of operations and prospects. In that case, the price of the Ordinary Shares could decline and investors may lose all or part of their investment. Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information in the Circular and their personal circumstances.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under FSMA who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

The factors set out in Part II of the Circular do not purport to be a complete list or explanation of all the risk factors involved in investing in the Company. In particular, the Company's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements.

 

END

 

 

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