Fundraising

RNS Number : 1867U

Malvern International PLC

31 March 2021

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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

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

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

31 March 2021

Malvern International plc

( " Malvern" or the " Company " )

Fundraising to raise up to £1.3 million

Malvern International plc (AIM: MLVN), the global learning and skills development partner, announces that the Company is carrying out an equity fundraising to raise gross proceeds of approximately £1.21 million. The fundraising will consist of a firm and conditional placing to raise up to £0.75 million through the issue of 604,822,470 new Ordinary Shares (the "Placing") and a firm and conditional subscription to raise approximately £0.46 million through the issue of 230,000,000 new Ordinary Shares (the "Subscription"), in each case at a price of 0.2 pence per share (the "Issue Price") (the "Fundraising").

The Issue Price represents a discount of approximately 13 per cent. to the closing mid-market price of 0.23 pence per Existing Ordinary Share on 30 March 2021, being the latest practicable date prior to the announcement of the Fundraising.

The Subscription is being made by Boost & Co., the principal debt provider to the Company, and certain other investors.

The Directors have concluded that proceeding with the Fundraising is the most suitable option available to the Company for raising additional funds through the issue of new Ordinary Shares and that issuing the new Ordinary Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned.

The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix III to this Announcement and will close later today.

Fundraising Highlights

· Fundraising by way of the Placing and the Subscription to raise in aggregate up to approximately £1.21 million (before expenses) through the issue of an aggregate of approximately 604,822,470 new Ordinary Shares at the Issue Price.

· Placing to be conducted via an accelerated bookbuild process of new Ordinary Shares at the Issue Price.

· The Company has conditionally raised £0.46 million (before expenses) through the Subscription of 230,000,000 Ordinary Shares at the Issue Price.

· The Issue Price represents a discount of approximately 13 per cent. to the closing mid-market price of 0.23 pence per Ordinary Share on 30 March 2021, being the latest practicable date prior to the announcement of the Fundraising.

· The Fundraising Shares, assuming full take-up, will represent approximately 33.4 per cent. of the Enlarged Issued Share Capital.

· The majority of the net proceeds of the Fundraising will be used to supplement the Company's working capital resources and strengthen the Company's balance sheet with a view to providing sufficient liquidity and flexibility to allow the Company to manage through the remainder of 2021 which is expected to be a loss making period due to COVID-19.

Highlights - Trading Update

· The audit of the results for the year ended 31 December 2020 has not yet been completed. Unaudited management accounts for the year show revenue for the year of £2.3 million (2019: audited £4.7 million) and a loss before tax of £1.5 million (2019: audited £4.3 million). The results for the year were significantly impacted by losses and write offs arising from the closure of the Singapore operations and by the impact of COVID-19 which resulted in the Company's schools being physically closed for approximately five months of the year.

· The Company's audited results for the year ended 31 December 2020 are expected to be completed following completion of the Fundraising and announced in June 2021.

· Further details on the Company's current trading and prospects are set out in paragraph 4 of the section headed Additional Information of this announcement

The Fundraising

The Fundraising comprises a proposed placing and subscription of new Ordinary Shares to be effected in two tranches. The first tranche of up to 240,933,450 new Ordinary Shares (the "Firm Fundraising Shares") will utilise the Company's existing shareholder authorities to issue the Firm Fundraising Shares on a non-pre-emptive basis for cash (the "Firm Fundraising") and will consist of 72,500,000 Firm Subscription Shares and 168,433,450 Firm Placing Shares. The second conditional tranche of 363,889,020 new Ordinary Shares (the "Conditional Fundraising Shares") will be conditional (amongst other things) on the passing of Resolution 1 being proposed at the General Meeting of the Company to be held on 20 April 2021 (or any adjournment thereof) which will renew the Company's authority to disapply statutory pre-emption rights and issue shares on a non-pre-emptive basis for cash.

WH Ireland Limited ("WH Ireland") are acting as broker in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement and is expected to close later today.

The timing of the closing of the Bookbuild and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company and WH Ireland.

A further announcement will be made following the close of the Bookbuild, confirming final details of the Placing.

The Placing is not being underwritten.

The expected timetable of principal events is set out in Appendix I to this Announcement.

WH Ireland are playing no role in connection with the Subscription.

The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to First Admission and Second Admission as appropriate. The Fundraising is not conditional on a minimum amount being raised.

For further enquiries:

Malvern International plc

Richard Mace (Chief Executive Officer)

Mark Elliott (Chairman)

www.malverninternational.com

Via Communications Portfolio

WH Ireland - Nominated Adviser and Broker

Mike Coe / Chris Savidge (Corporate Finance)

Jasper Berry (Corporate Broking)

+44 (0) 207 220 1666

www.whirelandcb.com

Communications portfolio - Public Relations

Ariane Comstive

+44 (0) 203 727 1000

ariane.comstive@communications-portfolio.co.uk

Additional Information

1. Background to, and reasons for, the Fundraising

In its June 2020 Fundraise the Company indicated that it expected its trading would be interrupted for some time by COVID-19 and was working on the assumption that levels of business would not return to normal levels until early 2021. It is has turned out this was not the case. Malvern's business is still being impacted by the on-going effects of COVID-19 and the Directors consider this will continue for the remainder of this year.

The purpose of the Fundraising announced today is to ensure Malvern has the cash resources to trade through the continued difficulties and to build on the very significant progress that it has made in many areas of its business since the June 2020 Fundraise and take advantage of the opportunities for the business that are emerging.

There is no certainty as to how long COVID-19 will persist but as the vaccine roll-out gathers pace across the world the Directors are increasingly confident for the prospects for Malvern in 2022 when they consider the Company should return to profitability.

Progress since the June 2020 Fundraise

Since the June 2020 Fundraise the Company has seen a number of developments and made significant changes to the business that the Board considers are benefitting, and will continue to benefit, Malvern's business. These include:

· a restructuring and streamlining of the Board;

· the recruitment of a new CEO, Richard Mace, who despite Covid-19 has already had a significant impact on the business and whose confidence in the business has been demonstrated by his participation of £100,000 in the June 2020 Fundraise, the purchase of £10,560 of shares in January 2021, and a participation of £100,000 in this Fundraising (including loan conversion of £30,000)

· a significant strengthening of the management team. Appointments include a Head of University Pathways, a Head of Operations, a Head of Global Sales and Marketing and a new Group Head of Finance;

· the Group's structure has been simplified. Following the closure of loss making operations in Malaysia in 2019 and Singapore in 2020, the Group's operations are now all UK based;

· the relationship with UEL has been strengthened with a new account manager having been put in place. New courses with UEL have been approved and the Board is confident that further significant growth in student numbers with UEL can be achieved;

· agreement with NCUK. NCUK is a consortium of leading UK universities, such as the University of Manchester, University of Leeds and The University of Sheffield dedicated to giving international students guaranteed access to universities worldwide. The first students will be enrolled in September 2021 and the Directors believe there is scope for a significant growth in student numbers from January 2022;

· the changing dynamics of the marketplace and demand from UK universities means opportunities for Malvern in the Chinese market are growing and the Company is currently seeking to recruit a China based sales manager and, subject to progress, potentially opening a sales office in China.

Further details regarding current trading and prospects are set out in paragraph 4 below

2. Details of the Fundraising

Subject to the satisfaction of (1) the conditions under the Firm Placing and (2) the conditions under the Conditional Fundraise including, inter alia, the passing of Resolution 1, the Company will place pursuant to the Fundraising a total of 604,822,470 New Ordinary Shares at the Issue Price raising in aggregate approximately £1.21 million, before expenses.

The Firm Fundraise comprises the placing and subscription of 240,933,450 New Ordinary Shares at the Issue Price. A total of £0.48 million (before expenses) has been raised by way of the Firm Fundraise utilising the existing share authorities granted at the 2020 AGM.

The Conditional Fundraise comprises the placing and subscription of 363,889,020 New Ordinary Shares at the Issue Price. A total of £0.73 million (before expenses) is being raised by way of the Conditional Fundraise.

The Issue Price represents a discount of approximately 13 per cent. against the mid-market price of 0.23 pence per share at which the Ordinary Shares were quoted on AIM as at close of trading on 30 March 2021, the latest practicable date prior to announcement of the Fundraising.

Details of the Placing

Subject to the satisfaction of the conditions to the Placing becoming wholly unconditional, the Company will place a total of 374,822,470 New Ordinary Shares pursuant to the Placing raising in aggregate approximately £0.75 million (before expenses). The Placing has been conditionally placed by WH Ireland, as agent for the Company with institutional and other investors.

The Placing comprises the Firm Placing and the Conditional Placing.

The Firm Placing comprises the placing of 168,433,450 New Ordinary Shares at the Issue Price. A total of £0.34 million (before expenses) has been raised by way of the Firm Placing. The Firm Placing is conditional only upon compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of First Admission.

The Conditional Placing comprises the placing of 206,389,020 New Ordinary Shares at the Issue Price. The Conditional Placing will raise approximately £0.41 million before expenses. The Conditional Placing is conditional, inter alia, upon Shareholders approving Resolution 1 at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of Second Admission.

The Directors are all participating in the Placing with Richard Mace, Mark Elliott and Alan Carroll subscribing for Ordinary Shares valued at the Issue Price at £70,000, £14,900 and £10,400 respectively.

Pursuant to the terms of the Placing Agreement, WH Ireland, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not underwritten.

T he Placing Agreement contains warranties from the Company in favour of WH Ireland in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify WH Ireland in relation to certain liabilities it may incur in respect of the Placing. WH Ireland 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 WH Ireland in the Placing Agreement, the failure of the Company to comply in any material respect with 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 Group as a whole, whether or not arising in the ordinary course of business.

Details of the Subscription

Subject to the satisfaction of the conditions to the Subscription becoming wholly unconditional, the Company will issue a total of 230,000,000 New Ordinary Shares pursuant to the Subscription raising in aggregate approximately £0.46 million (before expenses). 175,000,000 Subscription Shares have been subscribed for by Boost & Co., the principal debt provider to the Company, and 55,000,000 Subscription Shares by certain other investors.

The Subscription comprises the Firm Subscription and the Conditional Subscription.

The Firm Subscription comprises the subscription of 72,500,000 New Ordinary Shares at the Issue Price. A total of approximately £0.15 million before expenses has been raised by way of the Firm Subscription utilising the existing share authorities granted at the 2020 AGM. The Firm Subscription is conditional only upon compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of First Admission.

The Conditional Subscription comprises the subscription of 157,500,000 New Ordinary Shares at the Issue Price. The Conditional Subscription will raise approximately £0.31 million before expenses. The Conditional Subscription is conditional, inter alia, upon Shareholders approving Resolution 1 at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of Second Admission.

Effect of the Fundraising

Upon Admission, the Enlarged Issued Ordinary Share Capital is expected to be 1,842,139,710 New Ordinary Shares. On this basis, the Fundraising Shares will represent approximately 33.4 per cent. of the Company's Enlarged Issued Ordinary Share Capital.

Settlement and dealings

The Fundraising Shares and the Creditor Conversion Shares will rank, pari passu, in all respects with the New Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued.

Applications have been or will be made to the London Stock Exchange for admission of the Fundraising Shares and Creditor Conversion Shares to trading on AIM as follows:

i. it is expected that First Admission of the Firm Fundraising Shares will take place on or before 8.00 a.m. on 8 April 2021 and that dealings in the Firm Fundraising Shares on AIM will commence at the same time; and

ii. it is expected that Second Admission of the Conditional Fundraising Shares and Creditor Conversion Shares will take place on or before 8.00 a.m. on 21 April 2021 and that dealings in the Conditional Fundraising Shares and Creditor Conversion Shares on AIM will commence at the same time.

It is expected that CREST accounts will be credited with entitlements to the Fundraising Shares and the Creditor Conversion Shares as soon as practicable after 8.00 a.m. on the day of Admission and that share certificates (where applicable) will be despatched as soon as practicable after Admission.

3. Use of proceeds

The net cash proceeds of the Fundraising are expected to be approximately £1.1 million.

The majority of the proceeds will be used to supplement the Company's working capital resources and strengthen the Company's balance sheet with a view to providing sufficient liquidity and flexibility to allow the Company to manage through the remainder of 2021 which is expected to be a loss making period due to COVID-19.

In addition, the Company anticipates allocating funds, when considered appropriate to do so, for the following purposes:

· approximately £0.21 million to new staff and marketing to support and drive anticipated growth in UEL and NCUK student numbers;

· approximately £0.1 million to finance software upgrades and support the Malvern online offering; and

· up to £0.1 million to support entry into the market for Chinese students.

4. Current trading and prospects

Results for the year ended 31 December 2020

The audit of the results for the year ended 31 December 2020 has not yet been completed. Unaudited management accounts for the year show revenue of £2.3 million (2019: audited £4.7 million) and a loss before tax of £1.5 million (2019: audited loss £4.3 million). The results for the year were significantly impacted by losses and write offs arising from the closure of the Singapore operations and by the impact of COVID-19 which resulted in the Company's schools being physically closed for approximately five months of the year.

The Company's audited results for the year ended 31 December 2020 are expected to be completed following completion of the Fundraising and announced in June 2021.

March 2021 Trading Update

On 8 March 2021 the Company issued the following update on trading.

University Pathway

University Pathway programmes will continue to be delivered online while universities follow a tiered approach to returning to on-campus teaching. Further clarity is expected on this return following updated government guidance currently scheduled for mid-April.

University Pathway student numbers for the January UEL International Study Centre (ISC) intake resulted in 43 students. This takes the total number of foundation students in UEL ISC to 167 for the 2020-21 academic year, representing growth of 90% from the previous year's academic calendar. It is a significant achievement to grow the centre in such challenging conditions.

Following demand from the international student market and at the request from the UEL International Office, the Malvern team has designed two extra courses which have been validated by UEL:

-International Year One in Computer Science

-International Year One in Hospitality.

These courses will be delivered in UEL ISC from the September 2021 intake and form a sound foundation for further growth.

Language schools

In line with the Government guidance, our language schools will open for face-to-face teaching from 8 March.

Language student bookings had been rebuilding in H2 of 2020. Following the latest government COVID restrictions, 80% of the existing language students who were already in the UK transitioned to online study via Malvern Online Academy. The remaining 20% decided to wait until our language schools reopened for face-to-face teaching.

Until international travel opens we will be focused on targeting the students within the UK.

NCUK

Further to our successful application to become a NCUK accredited delivery centre in London, there has been a marketing launch on 17 March to officially open our NCUK London centre in Kings Cross. From September 2021, Malvern will accept international and EU students on a nine-month NCUK International Foundation Year.

NCUK is a consortium owned by leading UK universities dedicated to giving international students guaranteed access to universities worldwide.

The programme is designed to prepare international students for undergraduate study, usually at a UK university. On completion of the course, students have guaranteed progression options to over 20 leading partner universities in the UK, as well as established universities in USA, Canada, Australia and New Zealand.

The NCUK partnership will add to additional revenue streams that are likely to grow in 2022 and beyond as student numbers increase. The programmes will help attract a wider diversity of students from key recruitment markets. As part of the group strategy, we see these academic foundation programmes as an area of growth.

Management recruitment

During Q1 we are delighted to have recruited three senior executives to develop and grow the company. These comprise a Centre Director for the UEL International Study Centre who will also assist in developing Malvern's foundation programme provision across the Group, a Head of Operations for Malvern International and a Financial Director.

As part of our recruitment strategy, we have identified the need for a regional Head of Sales in China and plan to build a sales team in that market. China is the biggest international student market to the UK for Higher Education provision and junior summer camps.

Outlook

There remains strong demand for our education products. We expect further growth in the University Pathway division in September 2021. With the accelerated vaccine rollout, we are hopeful that there will be a plan to safely open international travel before the summer and expect the language business division to build up to normal levels by the end of the year.

For these reasons and with a significantly stronger and experienced management team now in place, we remain positive about the outlook for the Company.

Latest update

Since the last update, the Directors consider that Company has continued to make encouraging progress In the university market, the Company now anticipates a September 2021 intake from NCUK of at least 20 students and the Directors believe this number should grow significantly for the January 2022 intake. The Company has also received enquiries from other universities seeking to establish pathway programmes similar to that Malvern has with UEL. Finally, given the success of the vaccination programme and the falling rate of infection from COVID-19 there is increasing optimism that some junior camps may be able to take place in late summer 2021.

Should the effects of COVID-19 dissipate by the end of 2021 such that business and travel return to more normal levels, the Directors believe the Company will be well-placed to recover quickly. The Directors currently believe the Company will be operationally cash flow positive in early 2022 and that it will trade profitably in 2022.

In addition, the competitive landscape of the Company's markets is being severely impacted by COVID-19. The directors believe around 60 language schools have closed since the beginning of the pandemic and that will create opportunities for the Company.

5. Creditor Conversion

Certain creditors, including certain Directors and advisers have agreed to convert outstanding salaries and fees into new Ordinary Shares at the Issue Price. In aggregate debts of £64,700 are expected to be converted into 3,225,000 New Ordinary Shares. Of these shares, 7,550,000 and 4,800,000 will be issued to Mark Elliott (Non-Executive Chairman) and Alan Carroll (Non-Executive Director) respectively in respect of unpaid salaries and fees. A further 15,000,000 Creditor Conversion Shares will be issued to Richard Mace in satisfaction of a loan from him to the Company amounting to £30,000.

6. General Meeting

The General Meeting will be held at the offices of Malvern International plc at 200 Pentonville Rd, London N1 9JP on 20 April 2021 at 11.00 a.m., at which the following resolutions will be proposed as ordinary or special resolutions as indicated below:

· Resolution 1 - a special resolution to issue and allot the Conditional Fundraising Shares and Creditor Conversion Shares.

· Resolution 2 - an ordinary resolution seeking general authority for the Directors to issue and allot up to a further £602,659 in nominal amount of Ordinary Shares from time to time, being an amount equal to approximately 33 per cent. of the Enlarged Issued Share Capital.

· Resolution 3 - a special resolution to disapply statutory pre-emption rights over up to a further £180,978 in nominal amount of Ordinary Shares, being an amount equal to approximately 10 per cent. of the Enlarged Issued Share Capital.

In light of public health advice in response to the COVID-19 outbreak, including to limit travel, and public gatherings, the Company strongly encourages all shareholders to submit their Form of Proxy appointing the Chairman of the meeting as proxy rather than attend the meeting in person. Only the formal business of the Resolutions will be carried out at the meeting. As a result of this Government advice, Shareholders who seek to attend the General Meeting will not be admitted.

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", " prepares ", " anticipates ", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor WH Ireland nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of WH Ireland as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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 have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.

No public offering of securities is being made 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 for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares; and the New Ordinary Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or the Republic of South Africa or to any investor located or resident in Canada.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the UK version of Regulation (EU) no 2017/1129 of the European Parliament and of the Council of 14 June 2017, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time, and includes any relevant implementing measure in any member state (the "UK Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended (" FSMA ") does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in member states ("Member States") of the European Economic Area ("EEA") who are qualified investors as defined in section 86(7) of FSMA, as amended ("Qualified Investors"), being persons falling within the meaning of article 2(e) of Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling 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 " Order "); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons 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. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements of the company to be materially different from such forward-looking statements.

The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. 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.

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 WH Ireland or by any of its affiliates or agents 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 therefore 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 New Ordinary Shares to be issued pursuant to the Placing and Subscription will not be admitted to trading on any stock exchange other than AIM.

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 I

Expected Timetable for the Fundraising

	2021
Announcement of the Fundraising	31 March
Circular and Form of Proxy posted to Shareholders	1 April
First Admission	8.00 a.m. on 8 April
Expected date for CREST accounts to be credited in respect of the Firm Placing Shares
Latest time and date for receipt of Forms of Proxy	11 a.m. on 16 April
General Meeting	11 a.m. on 20 April
Second Admission	21 April
Expected date for CREST accounts to be credited in respect of the Conditional Fundraising Shares in uncertificated form	21 April


Where applicable, expected date for dispatch of definitive share certificates for Fundraising Shares in certificated form	Within 14 days of First Admission and Second Admission as appropriate
Long Stop Date	8:00 a.m. on 30 April

Notes:

(i) References to times in this announcement are to London time (unless otherwise stated).

(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

(iii) The timing of the events in the above timetable and in the rest of this announcement is indicative only.

All dates remain subject to change. Any such change will be notified to Shareholders via a Regulatory Information Service.

APPENDIX II

Definitions

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

"£" or "UK pounds sterling"		the lawful currency of the United Kingdom
"Admission"		either First Admission and/or Second Admission as the context requires
"AIM"		AIM, the market of that name operated by the London Stock Exchange
"AIM Rules"		the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange as amended from time to time
"Board"		the board of directors of the Company
"Boost & Co"		Boost & Co. Limited of 1 Vicarage Lane, London, E15 4HF
"Business Day"		a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
"certificated" or "in certificated form"		an Existing Ordinary Share or an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)
"Closing Price"		the closing middle market quotation of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Companies Act" or "Act"		the Companies Act 2006 (as amended)
"Company" or "Malvern"		Malvern International plc, a public limited company incorporated in England and Wales with registered number 05174452 and with its registered office at Witan Gate House, 500-600 Witan Gate West, Milton Keynes, Buckinghamshire, MK9 1SH
Conditional Fundraise		the Conditional Placing and Conditional Subscription
Conditional Fundraising Shares		363,889,020 New Ordinary Shares comprising the Conditional Placing Shares and the Conditional Subscription Shares
"Conditional Placing "		the placing of the Conditional Placing Shares at the Issue Price by WH Ireland on behalf of the Company pursuant to the terms of the Placing Agreement
"Conditional Placing Shares"		206,389,020 New Ordinary Shares conditionally placed at the Issue Price pursuant to the Conditional Placing and the allotment of which is conditional upon, inter alia, the passing of the Resolution 1 at the General Meeting and Second Admission
"Conditional Subscription"		the subscription by Boost & Co. for the Conditional Subscription Shares pursuant to the terms of a subscription letter and conditional upon, inter alia, the passing of the Resolution 1 at the General Meeting and Second Admission
Conditional Subscription Shares		157,500,000 New Ordinary Shares to be issued by the Company pursuant to the Conditional Subscription at the Issue Price
"CreditorConversion"		the settlement of certain outstanding liabilities
"CreditorConversion Shares"		the 32,350,000 New Ordinary Shares to be issued at the Issue Price pursuant to the Creditor Conversion
"CREST"		the electronic system for the holding and transferring of shares and other securities in paperless form operated by Euroclear UK & Ireland Limited
"Directors"		the directors of the Company, whose names are set out on page three and "Director" shall mean any one of them
"Disclosure Guidance and Transparency Rules"		the disclosure guidance and transparency rules issued by the FCA acting in its capacity as the competent authority pursuant to Part VI of FSMA
"Enlarged Issued Ordinary Share Capital"		the issued share capital of the Company immediately following Second Admission
"Existing Ordinary Shares"		the Ordinary Shares in issue at the date of this document being 1,204,967,240 Ordinary Shares
"FCA"		the Financial Conduct Authority
" Firm Fundraise "		the Firm Placing and the Firm Subscription
"Firm Fundraising Shares"		240,933,450 New Ordinary Shares comprising the Firm Placing Shares and the Firm Subscription Shares
"Firm Placing"		the placing of the Firm Placing Shares at the Issue Price by WH Ireland on behalf of the Company
"Firm Placing Shares"		the 168,433,450 New Ordinary Shares to be issued pursuant to the Firm Placing
"Firm Subscription"		the firm subscription by Boost & Co. for the Firm Subscription Shares pursuant to the terms of a subscription letter
"Firm Subscription Shares"		72,500,000 New Ordinary Shares to be issued by the Company pursuant to the Firm Subscription at the Issue Price
"First Admission"		admission of the 240,933,450 new Ordinary Shares being issued pursuant to the Firm Fundraise to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Form of Proxy"		the form of proxy accompanying this document for use in connection with the General Meeting
"FMSA"		the Financial Services and Markets Act 2000 (as amended)
"Fundraising"		the Placing and the Subscription
"Fundraising Shares"		the Firm Fundraising Shares and Conditional Fundraising Shares
"General Meeting"		the general meeting of the Company to be held on 20 April 2021 at 11.00 a.m.
"Group"		the Company and its subsidiaries
"Issue Price"		0.2 pence per New Ordinary Share issued pursuant to the Fundraising
"June 2020 Fundraise"		the placing and subscription of 833,333,334 Ordinary Shares to raise approximately £1.25 million announced on 25 June 2020
"London Stock Exchange"		London Stock Exchange plc
"Market Abuse Regulation"		Market Abuse Regulation (Regulation 596/2014), which repealed and replaced the Market Abuse Directive (2003/6/EC) and its implementing legislation with effect from 3 July 2016
"Money Laundering Regulations"		the Money Laundering Regulations 2007 (as amended and supplemented from time to time)
"Neville Registrars" or "Registrars"		Neville Registrars Limited, a company incorporated in England and Wales with registered number 04770411 and with its registered office at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD
"New Ordinary Shares"		the 637,172,470 new ordinary shares of 0.1 pence each to be issued pursuant to the Fundraising and Creditor Conversion
"Notice of General Meeting"		the notice convening the General Meeting
"Official List"		the Official List of the UKLA
"Placing"		the Firm Placing and the Conditional Placing by WH Ireland on behalf of the Company of the Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"Placing Agreement"		the agreement dated 31 March 2021 between (1) the Company and (2) WH Ireland relating to the Placing
"Placing Shares"		the Firm Placing Shares and the Conditional Placing Shares
"Resolutions"		the resolutions to be proposed at the General Meeting, each a "Resolution"
"Second Admission"		admission of the ● New Ordinary Shares being issued pursuant to the Conditional Fundraise and Creditor Conversion to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Shareholders"		holders of Ordinary Shares, each individually being a "Shareholder"
"Subscription"		the subscription by Boost & Co. and certain other investors for the Firm Subscription Shares and the Conditional Subscription Shares pursuant to the terms of subscription letters
"Subscription Shares"		the 230,000,000 New Ordinary Shares to be issued by the Company pursuant to the Subscription at the Issue Price
"uncertificated" or "in uncertificated form"		recorded on the relevant register of Ordinary Shares 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
"United Kingdom" or ''UK"		the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"		the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction
"US Person"		has the meaning set out in Regulation S of the Securities Act
"UKLA"		the FCA acting in the capacity of competent authority for the purposes of Part IV of FSMA
"United Kingdom" or "UK"		the United Kingdom of Great Britain and Northern Ireland
"WH Ireland"		WH Ireland Limited, a company incorporated in England and Wales with registered number 02002044 and with its registered office at 24 Martin Lane, London EC4R 0DR

APPENDIX III

Terms and conditions of the Placing

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN 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 NEW ORDINARY SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

All offers of the Placing Shares will be made pursuant to an exemption under the UK version of the Prospectus Regulation, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time, and includes any relevant implementing measure in any member state (the "UK Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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 New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (each of which form part of UK law by virtue of EUWA) (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 Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.

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

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

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

These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with WH Ireland and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if WH Ireland confirms to such Placee its allocation of Placing Shares.

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

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

Details of the Placing Agreement and the Placing Shares

WH Ireland and the Company have entered into a Placing Agreement, under which WH Ireland has, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by WH Ireland or any other person.

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of WH Ireland in consultation with the Company and a further announcement confirming these details will be made in due course.

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

The New Ordinary Shares will trade on AIM under MLVN with ISIN GB00B04XB679.

Application for admission to trading

Applications have or will be made to London Stock Exchange for admission to trading of the New Ordinary Shares on AIM.

It is expected that First Admission of the Firm Fundraising Shares will take place on or before 8.00 a.m. on 8 April 2021 and that dealings in the Firm Fundraising Shares on AIM will commence at the same time.

It is expected that Second Admission of the Conditional Fundraising Shares will take place on or before 8.00 a.m. on 21 April 2021 and that dealings in the Conditional Fundraising Shares on AIM will commence at the same time.

Bookbuild

WH Ireland will today commence the Bookbuild to determine demand for participation in the Placing by potential Placees at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

WH Ireland and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. WH Ireland are arranging the Placing as agent for the Company.

2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by WH Ireland. WH Ireland are entitled to participate in the Placing as principals.

3. The Bookbuild will establish the number of Placing Shares to be placed at the Issue Price.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at WH Ireland. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by WH Ireland on the basis referred to in paragraph 8 below.

5. The timing of the closing of the Bookbuild will be at the discretion of WH Ireland. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6. Each Placee's allocation will be confirmed to Placees orally, or by email, by WH Ireland following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. WH Ireland's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WH Ireland and the Company, under which it agrees to acquire by subscription or purchase the number of Placing Shares allocated to it at the Issue Price and otherwise 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 WH Ireland's consent, such commitment will not be capable of variation or revocation.

7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be placed at the Issue Price.

8. Subject to paragraphs 4 and 5 above, WH Ireland may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. WH Ireland may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland consent will not be capable of variation or revocation from the time at which it is submitted.

10. Except as required by law or regulation, no press release or other announcement will be made by WH Ireland 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.

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

12. All obligations of WH Ireland 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 "Right to terminate under the Placing Agreement".

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

14. To the fullest extent permitted by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither WH Ireland nor any of each of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the delivery of the Placing Shares to the Placees and WH Ireland and each of their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of WH Ireland nor any of each of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to the Placees in respect of WH Ireland's conduct of the Placing.

Conditions of the Placing

First Admission

WH Ireland' obligations under the Placing Agreement in respect of the Firm Fundraising Shares for First Admission are conditional on, among other things:

A) the Company having allotted the Firm Fundraising Shares, subject only to First Admission;

B) none of the warranties given by the Company to WH Ireland being untrue, inaccurate or misleading in each case by reference to the facts and circumstances then subsisting;

C) the Company having performed all of its obligations under the Placing Agreement to be performed prior to First Admission and not being in breach of the Placing Agreement;

D) there not having occurred, in the opinion of the WH Ireland, a material adverse change at any time prior to First Admission; and

E) First Admission having become effective at or before 8.00 a.m. on 8 April 2021 (or such later time or date as the Company and WH Ireland may agree, not later than 8.00 a.m. on 15 April 2021).

Second Admission

WH Ireland' obligations under the Placing Agreement in respect of the Conditional Fundraising Shares for Second Admission are conditional on, among other things:

A) First Admission occurring;

B) the Company having allotted the Conditional Fundraising Shares, subject only to Second Admission;

C) the Resolution 1 having been duly passed by the Shareholders;

D) none of the warranties given by the Company to WH Ireland being untrue, inaccurate or misleading in each case by reference to the facts and circumstances then subsisting;

E) the Company having performed all of its obligations under the Placing Agreement to be performed prior to Second Admission and not being in breach of the Placing Agreement;

F) there not having occurred, in the opinion of WH Ireland, a material adverse change at any time prior to Second Admission; and

G) Second Admission having become effective at or before 8.00 a.m. on 21 April 2021 (or such later time or date as the Company and WH Ireland may agree, not later than 8.00 a.m. on 30 April 2021).

If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by WH Ireland by the respective time or date as specified above; (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

WH Ireland may, at its sole discretion and upon such terms as it thinks fit, waive or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the conditions relating to the relevant Admission taking place and, in the case of Second Admission, the Resolutions being duly passed by the Shareholders may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither WH Ireland, 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 to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of WH Ireland.

Right to terminate the Placing Agreement

WH Ireland are entitled, at any time (1) before First Admission in relation to the First Admission and (2) subsequent to First Admission and prior to Second Admission in relation to the Second Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including:

A) any statement contained in the Placing Documents has, in the opinion of WH Ireland , become or is discovered to be untrue, inaccurate or misleading; or

B) any matters have arisen or have been discovered which would, if the Placing Documents were to be issued at that time, constitute an omission therefrom; or

C) any of the conditions to the relevant Admission has become incapable of satisfaction before the latest time provided or any of the conditions has not been satisfied before the latest time provided in the Placing Agreement and in either case has not been waived; or

D) there has, in the opinion of WH Ireland (acting in good faith), been a breach, or an alleged breach, of any of the Warranties; or

E) in the opinion of WH Ireland certain specific events have, a Specified Event has occurred; or

F) the Company fails, in any respect which is material in the opinion of WH Ireland (acting in good faith), to comply with any of its obligations under the Placing Agreement; or

G) in the opinion of WH Ireland, there has been a Material Adverse Change; or

H) any material adverse change in, or any development involving a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, management, funding position, solvency, business affairs or operations of the Company, whether or not foreseeable at the date of the Placing Agreement and whether or not arising in the ordinary course of business; or

I) application for the relevant Admission is refused by London Stock Exchange.

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. By participating in the Placing, Placees agree that the exercise by WH Ireland of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland, as applicable, and that none of them need make any reference to Placees and that neither WH Ireland, nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the 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"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, or WH Ireland or any other person and neither WH Ireland, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by WH Ireland, 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 WH Ireland are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with WH Ireland, stating the number of Placing Shares allocated to it at the Issue Price (including the number of Firm Placing Shares and the number of Conditional Placing Shares), the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by WH Ireland in accordance with the standing CREST settlement instructions which they have in place with WH Ireland.

Settlement of transactions in the Placing Shares (ISIN:GB00B04XB679) following each relevant Admission, will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, WH Ireland reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will be on the date of the relevant Admission in accordance with the instructions set out in the form of confirmation.

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 LIBOR.

Each Placee is deemed to agree that, if it does not comply with these obligations, WH Ireland may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WH Ireland's account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify WH Ireland on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on WH Ireland such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which WH Ireland lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither WH Ireland nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to WH Ireland (for themselves and on behalf of the Company):

1. that it has read and understood this Announcement, including the Appendices, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination in any circumstances;

3. that the exercise by WH Ireland of any right or discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland, and WH Ireland need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against WH Ireland, or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

4. that these terms and conditions represent the whole and only agreement between it, WH Ireland and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information. Each Placee agrees that neither the Company, WH Ireland nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5 of the UK Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation or Prospectus Regulation as having been made to such persons;

6. that neither it nor, as the case may be, its clients expect WH Ireland to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that WH Ireland are not acting for it or its clients, and that WH Ireland will not be responsible for providing the protections afforded to customers of WH Ireland or for providing advice in respect of the transactions described herein;

7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither WH Ireland nor the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested WH Ireland, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

8. that it is: (i) unless otherwise agreed in writing with WH Ireland, located outside the United States and it is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and it is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

9. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;

10.that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Announcement and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Announcement and Publicly Available Information;

11.that neither WH Ireland nor the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

12.that unless specifically agreed with WH Ireland, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

13.that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic of South Africa or Japan;

14.that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

15.that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);

16.that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and it has complied with all necessary formalities and that it has not taken any action which will or may result in the Company or WH Ireland or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

17.that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription and/or purchase obligations;

18.that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland;

19.that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

20.that, unless otherwise agreed by WH Ireland, it is a qualified investor (as defined in section 86(7) of FSMA);

21.that, unless otherwise agreed by WH Ireland, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

22.that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

23.that any money held in an account with each of WH Ireland (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from WH Ireland' (or its nominee's) money in accordance with such client money rules and will be used by WH Ireland in the course of its own business and each Placee will rank only as a general creditor of WH Ireland;

24.that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its New Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

25.that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

26.that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until First Admission becomes effective;

27.that it appoints irrevocably any director of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

28.that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

29.that this Announcement does not constitute a securities recommendation or financial product advice and that neither WH Ireland nor the Company has considered its particular objectives, financial situation and needs;

30.that it is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

31.that it will indemnify and hold the Company and WH Ireland and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and WH Ireland will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify WH Ireland and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to WH Ireland for themselves and on behalf of the Company and will survive completion of the Placing and the Admissions;

32.that time shall be of the essence as regards its obligations pursuant to this Appendix;

33.that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or WH Ireland to provide any legal, tax or other advice to it;

34.that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that WH Ireland shall notify it of such amendments;

35.that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA, UK MAR and/or MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (iii) it is not a person: (a) with whom transactions are prohibited under the 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; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide in its absolute discretion;

36.that it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the Prospectus Regulation;

37.that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

38.that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or WH Ireland in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

39.that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to WH Ireland;

40.that WH Ireland owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

41.that WH Ireland or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

42.that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and

43.that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, WH Ireland and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to WH Ireland for themselves and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by WH Ireland.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor WH Ireland will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WH Ireland in the event that any of the Company and/or WH Ireland has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WH Ireland accordingly.

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

All times and dates in this Announcement (including this Appendix) may be subject to amendment. WH Ireland shall notify the Placees and any person acting on behalf of the Placees of any changes.

This Announcement has been issued by, and is the sole responsibility, of the Company. 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 WH Ireland or by any of its respective affiliates or agents 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 therefore is expressly disclaimed.

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Malvern International (MLVN)

Tuesday, 3rd December 2024

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