Proposed Acquisition of Marley Group & Fundraising

RNS Number : 5345H

Marshalls PLC

06 April 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION GENERALLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION, INCLUDING BUT NOT LIMITED TO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, SINGAPORE THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OF AMERICA, WHERE THE EXTENSION OR AVAILABILITY OF THE CAPITAL RAISING (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD (I) RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION FILING OR OTHER FORMALITY WHICH MARSHALLS PLC REGARDS AS UNDULY ONEROUS, OR (II) OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN ANY JURISDICTION, INCLUDING AN OFFERING OF NEW ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE COMBINED CIRCULAR AND PROSPECTUS ONCE PUBLISHED (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF MARSHALLS PLC AND ON ITS WEBSITE AT WWW.MARSHALLS.CO.UK

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF AMERICA. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES.

PLEASE SEE THE IMPORTANT NOTICES SECTION INCLUDED IN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

6 April 2022

Marshalls plc

("Marshalls", the "Company" or the "Group")

Proposed acquisition of Marley Group plc

Proposed Firm Placing and Placing and Open Offer

Marshalls is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Marley Group plc ("Marley") from Inflexion Buyout V Investments LP, Inflexion Supplemental V Investments Limited Partnership ("Inflexion") and certain management sellers (together the "Sellers") for a total enterprise value of £535m on a cash free and debt free basis (the "Acquisition"). Marley is a leader in the manufacture and supply of pitched roof systems to the Great Britain (GB) construction market.

Transaction highlights:

· The Board believes that the Acquisition of Marley represents a compelling strategic fit and will accelerate the Company's five year strategy to become the UK's leading manufacturer of products for the built environment.

o  Marley extends the Company into the pitched roofing market and adds a complementary and extensive range of products across the full roof system including concrete and clay roof tiles, roof fittings, timber battens, solar panels and roofing accessories

o  Enhances the Company's market proposition through the acquisition of highly recognised and market leading brands

o  Strengthens the Company's exposure to UK construction market and, in particular, to the cyclically resilient and growing UK RMI end market which has a strong medium term outlook and is underpinned by attractive structural drivers such as the UK's ageing housing stock

o  Strong cultural alignment between the Company and Marley businesses, with both businesses employing a similar commercial strategy which focuses on generating 'pull demand' from key specifiers and influencers, and selling through similar sales channels including national and independent builders' merchants 

o  Clear opportunities to leverage the Company's operational, manufacturing and sustainability expertise for Marley's portfolio of strategically located sites across the UK, including five production facilities with a low capital requirement

· The Directors believe that the Enlarged Group, through its greater scale, complementary sales channels and proven M&A capabilities, is well positioned to capitalise on significant growth opportunities over the medium term.

· The Directors believe that the Acquisition will significantly enhance shareholder value

o  The Acquisition price represents a multiple of 10.7x Marley's Underlying EBITDA for the year ended 31 December 2021

o  The Acquisition is expected to be double digit EPS accretive in the first full financial year post Completion

o  Marley has a track record of consistent PBT growth, high cash generation and sustained Underlying EBITDA margins of over 20% through 2019-2021

o  the Company will maintain a conservative capital structure and expects pro forma 2022E post IFRS-16 leverage to be lower than 1.5x

· Marley has a strong management team led by the following key individuals:

o  David Speakman (Chief Executive Officer), with Marley since 2004

o  Dominic Heaton (Chief Financial Officer), with Marley since 2020

o  Paul Reed (Chief Operating Officer), with Marley since 1989

These individuals will continue to lead Marley following the Acquisition and Marley will operate initially as a standalone division within the Marshalls group. 

Transaction overview and financing

· The enterprise value for the transaction is £535m on a cash free and debt free basis. The consideration will be financed through:

o  £371m in cash, to be financed by a combination of:

§ c.£187m from a Firm Placing and Placing and Open Offer (the "Capital Raising")

§ new Debt Financing

o  24,092,457 Consideration Shares expected to be issued to the Sellers:

§ 22,058,824 Consideration Shares expected to be issued to Inflexion. Inflexion will be subject to a six month lock-up arrangement

§ 2,033,633 Consideration Shares expected to be issued to Marley's management Sellers. Marley's management Sellers will be subject to a twelve month lock-up arrangement

§ The Consideration Shares are expected to represent a value of c.£164m based on an agreed share price of 680p 

· In respect of the Capital Raising, approximately 50 per cent. of the Capital Raising is expected to be issued pursuant to the Firm Placing and approximately 50 per cent. of the Capital Raising is expected to be issued pursuant to the Placing and Open Offer and will be placed conditionally with Placees, subject to clawback for the Open Offer.

· The Acquisition constitutes a Class 1 transaction under the FCA Listing Rules and therefore is conditional upon, amongst other things, the approval of a shareholder resolution (the "Resolution") at the General Meeting to be held on 28 April 2022, as well as completion of the Capital Raising.

· The Panel on Takeovers and Mergers has granted a dispensation from the requirements of the City Code on Takeovers and Mergers in respect of the Acquisition, and each of the Sellers has been notified of and acknowledged such dispensation.

· The Firm Placing and the Placing are being conducted through an accelerated bookbuilding process which will be launched immediately following this announcement and is subject to the terms and conditions set out in Appendix 2 to this announcement (which forms part of this announcement). The timing for closing the accelerated bookbuild and making allocations will be at the discretion of Numis Securities Limited and Peel Hunt LLP who are acting as joint bookrunners on behalf of Marshalls (the "Joint Bookrunners") and Marshalls. Details of the results of the Firm Placing and the Placing will be announced as soon as practicable after the close of the accelerated bookbuild. The Offer Price and the exact number of New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer are to be determined following the bookbuilding process. The period in which existing shareholders of Marshalls will be able to apply for shares under the Open Offer is expected to commence on 11 April 2022 and end on 27 April 2022.

· Completion is expected to occur on 29 April 2022 following the Capital Raising and the General Meeting.

Recommendation and Directors' intentions

The Board considers the Acquisition to be in the best interests of Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution in respect of the Acquisition at the General Meeting.

Each of the Directors has irrevocably undertaken to: (i) vote (or procure the voting) in favour of the Resolution to be proposed at the General Meeting to approve the Acquisition; and (ii) take up in full (or procure the taking up in full of) their Open Offer Entitlements to subscribe for New Ordinary Shares comprising, in aggregate, 703,629 Existing Ordinary Shares, representing, in aggregate, 0.4 per cent. of the issued share capital of the Company as at the Latest Practicable Date.

Additionally, Justin Lockwood (the Chief Financial Officer of the Company) (via a person closely associated with him) intends to subscribe for New Ordinary Shares in the Firm Placing for a total amount of £50,000.

The Directors intend to subscribe for such number of Open Offer shares equal to their basic entitlements.

Martyn Coffey, Chief Executive of Marshalls, commented:

"The acquisition of Marley represents a significant step towards achieving our strategic goal to become the UK's leading manufacturer of products for the built environment.

Marley is a highly profitable business with established market positions across UK RMI and new build housing. Much like Marshalls, its position is underpinned by a track record of product quality and customer service, and we believe Marley will represent a strong cultural fit with our own business.

We would like to welcome Marley's management team and colleagues to the Marshalls family and look forward to working with them in the coming years."

David Speakman, Chief Executive of Marley, commented:

"Marley is a robust business with a strong future ahead of it. As part of the Marshalls family, I believe we will be extremely well-positioned to continue our growth strategy to the benefit of our colleagues, customers and partners."

Enquiries:

Marshalls plc Martyn Coffey Justin Lockwood	[phone]
Rothschild & Co (Financial Adviser and Sponsor) John Deans Stephen Griffiths Daniel Chetcuti	[phone]
Numis Securities Limited (Joint Bookrunner and Broker) Ben Stoop Oliver Hardy Jamie Loughborough	[phone]
Peel Hunt LLP (Joint Bookrunner and Broker) Ed Allsopp Harry Nicholas Sohail Akbar / Tom Ballard	[phone]
MHP (Financial PR) Andrew Jacques Charlie Barker Robert Collett-Creedy	[phone]

Information on Marley

The Marley Group is a leader in the manufacture and supply of pitched roof systems to the GB construction market, through its three main channel partners, comprising builders' merchants, roofing merchants and roofing contractors.   The Marley Group has a respected brand, having operated for around 100 years, and is recognised in the UK roofing industry for its range and system, service, roofing reputation and quality.

The Marley Group offers a broad range of complementary products, primarily comprising concrete and clay roof tiles, timber battens, roof fittings, solar panels and roofing accessories, and has offered a full pitched roof solution since the 1920s. Over the past decade, Marley has enhanced its roof system offering further, particularly with the addition of timber battens and roof-integrated solar panels.

Marley operates from a strategically located network of manufacturing and distribution sites across the UK, and as at 31 December 2021 the Marley Group had 569 employees. In the year ended 31 December 2021, the Marley Group generated (in 000s) revenue of £172,622 and reported (in 000s) an operating profit of £25,255. 

Marley Summary Financial Information

	Marley Limited			Marley Group plc
	Year ended 31 December 2021 (£ '000)	Year ended 31 December 2020 (£ '000)	Year ended 31 December 2019 (£ '000)		Year ended 31 December 2021 (£ '000)	73-week period ended 31 December 2020 (£ '000)
Revenue	159,000	120,745	143,548		172,622	165,845
Operating profit	42,560	20,727	22,043		25,255	11,433
Profit / (Loss) before taxation	43,752	21,911	21,853		477	(24,121)
Profit / (Loss) for the period	35,847	21,372	17,224		(12,675)	(26,571)
Non-current assets	71,843	63,468	65,410		216,085	222,301
Current assets	72,177	83,691	70,310		75,324	56,641
Total assets	144,020	147,159	135,720		302,409	278,942
Non-current liabilities	(5,510)	(2,163)	(2,763)		(292,361)	(273,782)
Current liabilities	(31,920)	(29,168)	(38,501)		(45,871)	(30,245)
Total liabilities	(37,430)	(31,331)	(41,264)		(338,232)	(304,027)
Net assets / liabilities	106,590	115,828	94,456		(35,823)	(25,085)
Net cash generated from / (used in) operating activities	34,028	28,000	25,995		26,497	30,028
Net cash generated from / (used in) investing activities	(34,858)	(25,664)	(5,374)		(11,490)	(224,605)
Net cash generated from / (used in) financing activities	(291)	(7,801)	6,688		(14,680)	216,421

Debt Financing

Marshalls has entered into a committed term loan facility of £210,000,000 and revolving credit facility of £160,000,000 with Lloyds Bank plc, NatWest Markets plc and National Westminster Bank plc to support the financing of the cash consideration, refinance existing Marshalls debt, pay fees associated with the transaction and for general corporate purposes. The facilities are available on a customary certain funds basis.

The Capital Raising

The Offer Price and the exact number of New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer are to be determined following the bookbuild. The bookbuild will open with immediate effect following the publication of this announcement.

Firm Placing

The Company expects to issue approximately 50 per cent. of the Capital Raising through the Firm Placing. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is subject to the same conditions as the Placing and Open Offer.

Placing and Open Offer

The Company expects to issue approximately 50 per cent. of the Capital Raising through the Placing and Open Offer.

Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Offer Price, subject to the terms and conditions of the Capital Raising, up to a maximum of their pro rata entitlement on the Record Date.

As part of the Open Offer, Qualifying Shareholders are also being given the opportunity to apply for Excess Open Offer Shares at the Offer Price through the Excess Application Facility. The total number of Open Offer Shares is fixed and will not be increased in response to any applications under the Excess Application Facility. If applications under the Excess Application Facility are received for more than the number of Excess Open Offer Shares available following take up of Open Offer Entitlements, applications will be scaled back at the Company's absolute discretion. Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, at their absolute discretion, and no assurance can be given that the application for Excess Open Offer Shares will be met in full or in part or at all.

The New Ordinary Shares which are to be issued by the Company pursuant to the Placing   are being conditionally placed with institutional and other investors and will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer (including the Excess Application Facility). To the extent that the Open Offer Shares are not taken up by Qualifying Shareholders under the Open Offer (including under the Excess Application Facility), those shares will be subscribed by institutional investors pursuant to the Placing.

Conditions

The Capital Raising is conditional upon, among other things:

· the placing term sheet having been executed and delivered by the Company and the Joint Bookrunners by no later than 8.00am on 7 April 2022 or such later time and/or date as the Company and the Joint Bookrunners may agree;

· the Resolution being passed by the Shareholders at the General Meeting;

· the Placing Agreement having become unconditional in all respects (save for the conditions relating to Admission of the Capital Raising Shares) and not having been terminated in accordance with its terms before Admission of the Capital Raising Shares becomes effective; and

· Admission of the Capital Raising Shares becoming effective by not later than 8.00 a.m. on 29 April 2022, or such later time and/or date as the Company and the Joint Bookrunners may agree.

If the conditions to the Capital Raising (further details of which are set out in this announcement, below) are not satisfied or, if applicable, waived the Capital Raising will not proceed.

Expected Timetable of Principal Events^1,2,3

Record Time for Open Offer Entitlements	6:00 p.m. on 4 April 2022
Ex-Entitlements Time for the Open Offer	8:00 a.m. on 7 April 2022
Publication of the Prospectus	7 April 2022
Posting of the Prospectus, Application Forms (to Qualifying Non-CREST Shareholders only), Notice of General Meeting and Forms of Proxy	8 April 2022
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	as soon as practicable after 8:00 a.m. on 11 April 2022
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST	4:30 p.m. on 21 April 2022
Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST	3:00 p.m. on 22 April 2022
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3:00 p.m. on 25 April 2022
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments	09:30 a.m. on 26 April 2022
Latest time and date for receipt of completed Application Forms and payments in full and settlement of CREST instructions (as appropriate)	11:00 a.m. on 27 April 2022
General Meeting	09:30 a.m. on 28 April 2022
Announcement of the results of the Capital Raising and the General Meeting	28 April 2022
Admission and dealings in New Ordinary Shares commence on the London Stock Exchange	by 8:00 a.m. on 29 April 2022
Completion of the Acquisition	8:00 a.m. on 29 April 2022
New Ordinary Shares credited to CREST stock accounts (uncertificated Shareholders only)	as soon as practicable after 8:00 a.m. on 29 April 2022
Where applicable, despatch of definitive share certificates for the New Ordinary Shares in certificated form	on or around 12 May 2022

1.  The ability to participate in the Capital Raising is subject to certain restrictions relating to Shareholders with registered addresses outside of the UK, details of which are set out in Part XI of the Prospectus.

2.  These times and dates and those mentioned throughout this announcement and the Application Form are indicative only and may be adjusted by the Company in consultation with the Joint Bookrunners, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

3.  References to times in this timetable and this announcement are to GMT.

The Consideration Shares

24,092,457 Consideration Shares are expected to be issued to Inflexion and Marley management Sellers.

The 22,058,824 Consideration Shares expected to be issued to Inflexion will be subject to a six month lock-up period following Completion, subject to certain customary exemptions.

The 2,033,633 Consideration Shares expected to be issued to Marley's management Sellers will be subject to a twelve month lock-up period following Completion, subject to certain customary exemptions.

Prospectus

The Prospectus is expected to be published on or around 7 April 2022 containing full details of how Shareholders can participate in the Open Offer and containing a notice of a General Meeting expected to be held on 28 April 2022 to approve the proposed acquisition of Marley as a Class 1 transaction.

Sponsor and Joint Bookrunners

Rothschild & Co is acting as sponsor for the class 1 acquisition and Capital Raising. Numis Securities Limited and Peel Hunt LLP are acting as joint bookrunners for the Firm Placing and Placing. 

The person responsible for the release of this announcement on behalf of Marshalls is Shiv Sibal (Group Company Secretary).

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section below.

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of, the Company and has not been independently verified by the Sponsor and/or the Joint Bookrunners. 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 the Sponsor or the Joint Bookrunners or by any of their respective affiliates or agents or any of its or their respective directors, officers, employees, members, agents, advisers, representatives or shareholders as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement is not a prospectus but an advertisement and investors should not acquire any shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the Capital Raising.

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change.

Neither this announcement nor any copy of it nor the information contained in it and any related materials is intended for publication or distribution in, and does not constitute an offer of securities in, any jurisdiction, including but not limited to Australia, Canada, Japan, Switzerland, New Zealand, Singapore, the Republic of South Africa and the United States of America (the "United States") where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation, and is not for distribution to any securities analyst or other person in any of those jurisdictions.

This announcement is not for use in the United States and, subject to certain limited exceptions, may not otherwise be released, published, re-transmitted or re-distributed, directly or indirectly, in whole or in part, in, into or within the United States. No securities of the Company have been, or will be, registered under the Securities Act of 1933 (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States, and no securities of the Company may be offered, sold, pledged, taken up, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. None of the New Ordinary Shares, the Prospectus, the application form distributed in respect of the Capital Raising ("Application Form") nor this announcement has been recommended, approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form, the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA in the United Kingdom; Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom; and Numis Securities Limited, which is authorised and regulated by the FCA in the United Kingdom, are each acting exclusively for the Company and no one else in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Capital Raising or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising or the Acquisition. 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. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The New Ordinary Shares to be issued or sold pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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

Cautionary note regarding forward-looking statements

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", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. 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 intentions, beliefs or current expectations of the directors, the Company or the Group concerning, amongst other things, the results of operations, profitability, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which it operates.

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 and may be beyond the Group's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the results of operations, profitability, financial condition, liquidity, prospects, growth and/or strategy of the Group and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this announcement speak only as of the date of this announcement. None of the Company, N.M. Rothschild & Sons Limited, Peel Hunt LLP, or Numis Securities Limited are under any obligation to update or revise publicly any forward-looking statement contained within this announcement, whether as a result of new information, future events or otherwise, other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Regulation Rules and the Market Abuse Regulation).

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the UK Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatesoever with respect to, the New Ordinary Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Appendix 1

Definitions

The definitions set out below apply through this Announcement, unless the context requires otherwise

"Acquisition"	means the acquisition of the entire issued share capital of Marley pursuant to the Share Purchase Agreement;
"Admission"	means the admission of the New Ordinary Shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange;
"Application Form"	means the personalised application form distributed in respect of the Open Offer;
"Board"	means the board of directors of the Company (as at the date of this announcement, unless otherwise stated);
"Capital Raising"	means the Firm Placing and the Placing and Open Offer;
"Capital Raising Shares"	means the New Ordinary Shares proposed to be issued by the Company pursuant to the Capital Raising;
"Company" or "Marshalls"	means Marshalls plc of Landscape House Premier Way, Lowfields Business Park, Elland, West Yorkshire, HX5 9HT, a company incorporated in England and Wales with registered number 05100353;
"Completion"	means completion of the Acquisition pursuant to the terms of the Share Purchase Agreement;
"Consideration Shares"	means the New Ordinary Shares issued to the Sellers pursuant to the Share Purchase Agreement;
"CREST"	means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the operator (as defined in the CREST Regulations);
"CREST Regulations"	means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;
"Debt Financing"	means the debt financing arrangements described earlier in this announcement;
"Directors"	means the directors of the Company (as at the date of this announcement, unless otherwise stated);
"Enlarged Group"	means the Group following Completion of the Acquisition;
"Ex-Entitlements Time"	means the time at which the Existing Ordinary Shares are marked ex-entitlement, being 8:00 a.m. on 7 April 2022;
"Excess Application Facility"	means the arrangement pursuant to which Qualifying Shareholders may apply for Excess Open Offer Shares in excess of their Open Offer Entitlements;
"Excess Open Offer Entitlements"	means, in respect of each Qualifying Shareholder, the conditional entitlement to apply for New Ordinary Shares under the Excess Application Facility, which are subject to allocation in accordance with the Prospectus;
"Excess Open Offer Shares"	means the New Ordinary Shares which Qualifying Shareholders will be invited to subscribe for pursuant to the Excess Application Facility;
"Existing Ordinary Shares"	means, in relation to a particular date, the Ordinary Shares in issue as at that date;
"FCA"	means the UK Financial Conduct Authority;
"Firm Placing"	means the placing of the Firm Placing Shares on the terms and subject to the conditions contained in this Announcement and the Placing Agreement;
"Firm Placing Shares"	means the New Ordinary Shares which are to be issued by the Company pursuant to the Firm Placing;
"Forms of Proxy "	means the form of proxy for use by Shareholders in connection with the General Meeting;
"FSMA"	means the Financial Services and Markets Act 2000 of England and Wales, as amended from time to time;
"General Meeting"	means the general meeting of Marshalls to be held on 28 April 2022, or any adjournment thereof, to consider and, if thought fit, to approve the Resolution;
"Group"	means the Company and each of its direct and indirect subsidiaries from time to time (where "subsidiary" shall have the meaning ascribed to it in the Companies Act 2006);
"Joint Bookrunners"	means Numis Securities Limited and Peel Hunt LLP;
"Latest Practicable Date"	means 5 April 2022, being the latest practicable date prior to the publication of this Announcement;
"Listing Rules"	means the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended;
"London Stock Exchange"	means London Stock Exchange Group plc;
"Market Abuse Regulations" or "MAR"	means the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018;
"New Ordinary Shares"	means the new Ordinary Shares to be issued by the Company pursuant to the Capital Raising and the Consideration Shares to be issued to the Sellers pursuant to the Acquisition;
"Notice of General Meeting "	means the notice of the General Meeting that is found at Part XXI of the Prospectus;
"Offer Price"	means the price per New Ordinary Share issued pursuant to the Capital Raising;
"Official List"	means the official list maintained by the FCA pursuant to the FSMA;
"Open Offer"	means the conditional invitation to Qualifying Shareholders to apply to subscribe for the Open Offer Shares and Excess Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders only, the Application Form;
"Open Offer Entitlements"	means basic entitlements to subscribe for Open Offer Shares allocated to a Qualifying Shareholder pursuant to the Open Offer;
"Open Offer Shares"	means the New Ordinary Shares which are to be issued by the Company pursuant to the Open Offer;
"Ordinary Shares"	means the ordinary shares of 25p in the capital of the Company (including, if the context requires, the New Ordinary Shares);
"Placing"	means the placing of the Open Offer Shares, subject to clawback pursuant to the Open Offer, on the terms and subject to the conditions contained in this Announcement and the Placing Agreement;
"Placing Agreement"	means the sponsor and placing agreement dated on the date of this Announcement between the Company, the Sponsor and the Joint Bookrunners;
"Prospectus"	means a combined circular and prospectus relating to the Company expected to be published on or around 7 April 2022;
"Prospectus Regulation"	means the Prospectus Regulation (EU) 2017/1129, as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018;
"Prospectus Regulation Rules"	means the Prospectus Regulation Rules of the FCA made under section 73A of the Financial Services and Markets Act 2000;
"Qualifying CREST Shareholders"	means Qualifying Shareholders holding Ordinary Shares in uncertificated form;
"Qualifying Non-CREST Shareholders "	means Qualifying Shareholders holding Ordinary Shares in certificated form;
"Qualifying Shareholder"	means holders of Ordinary Shares on the register of members of the Company at the Record Time with the exclusion of the Restricted Shareholders;
"Record Time"	means 6:00 pm on 4 April 2022;
"Resolution"	means the resolution to be set out in the Notice of General Meeting to approve the Acquisition as a class 1 transaction under the Listing Rules;
"Restricted Jurisdiction"	means Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa, the United Arab Emirates or any other jurisdiction in which the release, publication or distribution of this Announcement is unlawful;
"Restricted Shareholder"	means, subject to certain exceptions, Shareholders who have registered addresses in, who are incorporated in, registered in or otherwise resident or located in, the United States or any other Restricted Jurisdiction;
"Rothschild & Co"	means N.M. Rothschild & Sons Limited, of New Court, St. Swithin's Lane, London EC4N 8AL;
"Sellers"	mean Inflexion Buyout V Investments LP, Inflexion Supplemental V Investments Limited Partnership and certain management sellers;
"Shareholders"	means the holders of Ordinary Shares from time to time;
"Share Purchase Agreement"	means the share purchase agreement made between the Company, Marshalls Group Limited (as Buyer) and the Sellers;
"Sponsor"	means Rothschild & Co acting in its role as sponsor as defined in the Listing Rules;
"Underlying EBITDA"	means the non-IFRS financial measure that reflects earnings before interest, tax, depreciation and amortisation excluding the effect of certain items

Appendix 2

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE FIRM PLACING AND CONDITIONAL PLACING FOR INVITED PLACEES ONLY

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placings (as defined below).

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE FIRM PLACING OF NEW ORDINARY SHARES (THE "FIRM PLACING") OR THE PLACING OF NEW ORDINARY SHARES IN THE COMPANY SUBJECT TO CLAWBACK (THE "CONDITIONAL PLACING" AND TOGETHER WITH THE FIRM PLACING, THE "PLACINGS") IN RESPECT OF VALID APPLICATIONS BY QUALIFYING SHAREHOLDERS PURSUANT TO THE OPEN OFFER (THE "OPEN OFFER", AND TOGETHER WITH THE PLACINGS, THE "CAPITAL RAISING"). THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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 WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EUPROSPECTUS REGULATION") (THE "QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") 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 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED .

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES (AS DEFINED BELOW).

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES.

This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States or any other Restricted Territory (as defined below) or any jurisdiction where such offer or solicitation is unlawful.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, South Africa, the United Arab Emirates, the United States or any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Territory"). The distribution of this Announcement, the Placings and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, N.M. Rothschild & Sons Limited ("Rothschild & Co"), Numis Securities Limited ("Numis"), Peel Hunt LLP ("Peel Hunt" and, together with Numis, the "Joint Bookrunners", the Joint Bookrunners together with Rothschild & Co, the "Banks") to inform themselves about, and to observe, any such restrictions.

The Placings have not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placings or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.

This Announcement, any preliminary prospectus prepared by and relating to the Company in connection with the Capital Raising ("Preliminary Prospectus") and the Prospectus have been issued by, and are 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 the Banks or any of their respective affiliates or any of its or their respective agents, directors, officers or employees (collectively "Representatives") as to or in relation to, the accuracy or completeness of this Announcement, any Preliminary Prospectus or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

The Banks are acting exclusively for the Company and no-one else in connection with the Capital Raising and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placings and/or any other matter referred to in this Announcement.

None of the Company, the Banks or any of their respective affiliates or Representatives makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

In connection with the Capital Raising and Admission, the final approved combined circular and prospectus (the "Prospectus") prepared by, and relating to, the Company is expected to be dated on or around 7 April 2022. The Prospectus will, subject to approval by the FCA, be published on the Company's website and made available to you and will be despatched by the Company to its Shareholders (other than those who have elected or have deemed to have elected to receive soft copy, e-mail notifications or postal notifications of the publication of documents). The Prospectus is not expected to be approved and published prior to Placees entering into a legally binding commitment in respect of the Firm Placing or Conditional Placing with the Joint Bookrunners, as agents of and on behalf of the Company. As such, any commitments made under the Firm Placing and/or the Conditional Placing will be on the basis of this Announcement.

The Firm Placing will consist of an offer of new ordinary shares in the Company (the "Firm Placing Shares") by way of a placing with institutional investors. The Conditional Placing will consist of an offer of new ordinary shares in the Company by way of a placing with institutional investors subject to clawback by Qualifying Shareholders pursuant to the Open Offer (the "Conditional Placing Shares" and together with the Firm Placing Shares, the "Placing Shares"). If a person indicates to the Joint Bookrunners that it wishes to participate in the Firm Placing and/or Conditional Placing by making an oral or written offer to acquire Firm Placing Shares pursuant to the terms of the Firm Placing and/or Conditional Placing Shares pursuant to the terms of the Conditional Placing (each such person, a "Placee"), such person will be deemed: (i) to have read and understood in their entirety these terms and conditions in this Announcement; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing the representations, warranties, indemnities, agreements, undertakings, acknowledgements and confirmations contained in these terms and conditions in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:

1.  if it is in any member state of the EEA it is a Qualified Investor and if it is in the United Kingdom it is a Relevant Person, and undertakes that it will subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.  it is subscribing for Placing Shares for its own account or is subscribing for Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

3.  if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares subscribed for by it in the Placings will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than to Qualified Investors, or persons in the United Kingdom other than to Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each proposed offer or resale; or (ii) where Placing Shares have been subscribed for by it on behalf persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

4.  it understands that the Placing 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 or transferred, directly or indirectly, within the United States except pursuant to an exemption from 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;

5.  it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in , and in accordance with, Regulation S; or (b) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (a "QIB") who has delivered to the Company and the Joint Bookrunners a US investor letter substantially in the form provided to it;

6.  the Company and the Banks will rely upon the truth and accuracy of and compliance with the foregoing representations, warranties, undertakings, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Bank confirms to such Placee its allocation of Placing Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACINGs

Proposed Firm Placing of Firm Placing Shares and Conditional Placing of Conditional Placing Shares subject to clawback in respect of valid applications by Qualifying Shareholders pursuant to the Open Offer

The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has agreed, each as agent for and on behalf of the Company, to use its reasonable endeavours to procure subscribers for the Firm Placing Shares and Conditional Placing Shares at a price per Ordinary Share (the "Offer Price") to be determined following the completion of the Bookbuild (as defined below). The Offer Price will be determined at the close of the Bookbuild by the Company and the Joint Bookrunners, following which the Company and the Joint Bookrunners will execute placing terms recording the final details of the Placings (the "Placing Terms"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the Offer Price and the Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

Subject to the execution of the Placing Terms, each Joint Bookrunner has severally (and not jointly or jointly and severally) agreed with the Company, in the event of any default by any Placee in paying the Offer Price in respect of any Placing Shares allotted to it, to take up such Placing Shares itself at the Offer Price in the agreed proportions as set out in the Placing Agreement.

Placees for Conditional Placing Shares in the Conditional Placing are subject to clawback to satisfy valid application by Qualifying Shareholders under the Open Offer. The Firm Placing Shares are not subject to clawback and do not form part of the Placing and Open Offer. The Bookbuild is not underwritten.

Application for listing and admission to trading

Applications will be made to the FCA for admission of the New Ordinary Shares to listing on the premium listing segment of the Official List of the FCA and to the London Stock Exchange for admission of the New Ordinary Shares to trading on its main market for listed securities. Subject to the conditions of the Placing Agreement being satisfied, it is expected that Admission of the New Ordinary Shares will become effective on 29 April 2022 and that dealings for normal settlement on the London Stock Exchange in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

The New Ordinary Shares issued under the Firm Placing and Conditional Placing and Open Offer, when issued and fully paid, will be identical to, and rank pari passu in all respects with, the Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares by reference to a record date on or after Admission.

The full terms and conditions of the Open Offer will be contained in the Prospectus to be issued by the Company in connection with the Capital Raising and Admission. The Prospectus to be issued by the Company is expected to be approved by the FCA under section 87A of the FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules made under Part VI of the FSMA.

The Joint Bookrunners are acting as joint bookrunners in connection with the Placings. Rothschild & Co is acting as Sponsor in respect of the Acquisition and the applications for Admission. The Banks are not acting for the Company with respect to the Open Offer.

Bookbuild

Following this Announcement, the Joint Bookrunners will today commence an accelerated bookbuilding process (the "Bookbuild") to determine demand for participation in the Placings by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placings. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placings.

The Joint Bookrunners and the Company shall be entitled to effect the Placings by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Principal terms of the Bookbuild

(A)  By participating in the Placings, Placees will be deemed: (i) to have read and understood the terms and conditions in this Appendix and this Announcement; and (ii) to be participating and making an offer for any Placing Shares on these terms and conditions; and (iii) to be providing the representations, warranties, indemnities, agreements, undertakings, acknowledgements and confirmations contained in these terms and conditions.

(B)  The Joint Bookrunners are arranging the Placings severally, and not jointly, or jointly and severally, as agents of the Company.

(C)  Participation in the Placings will only be available to persons who are Relevant Persons and who may lawfully be, and are, invited to participate by any of the Joint Bookrunners. The Joint Bookrunners and their respective affiliates are entitled to enter bids for Placing Shares as principal in the Bookbuild.

(D)  To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at any Joint Bookrunners. Each bid should state the aggregate number of Firm Placing Shares and Conditional Placing Shares which the Placee wishes to acquire at the Offer Price.

(E)  The Offer Price will be payable to the Joint Bookrunners (on behalf of the Company) by the Placees in respect of the Placing Shares allocated to them. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph (H) below.

(F)  The Bookbuild is expected to close as soon as possible on 6 April 2022, subject to acceleration, but may close earlier or later, at the discretion of the Joint Bookrunners and the Company. The timing of the closing of the books and allocations will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The Joint Bookrunners may, in agreement with the Company, accept offers to subscribe for Placing Shares that are received after the Bookbuild has closed.

(G)  An offer to subscribe for Placing Shares in the Bookbuild will be made on the basis of these terms and conditions in this Appendix (which shall be deemed to be incorporated in such offer) and this Announcement and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation.

(H)  Subject to paragraph (G) above, the Joint Bookrunners reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at the Company and Joint Bookrunners' discretion and may scale down any bids as the Company and the Joint Bookrunners may determine. The acceptance of bids shall be at the Joint Bookrunners' absolute discretion, subject to agreement with the Company.

(I)  The Bookbuild, if successful, will establish the Offer Price payable to the Joint Bookrunners by all Placees whose bids are successful. The Offer Price and the aggregate proceeds to be raised through the Placings will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild and any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules.

(J)  If successful, each Placee's allocation will be confirmed to it by the Joint Bookrunners following the close of the Bookbuild. Oral or written confirmation (at the Joint Bookrunners' discretion) from the Joint Bookrunners to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the Joint Bookrunners and the Company to acquire the number of Placing Shares allocated to it (and in the respective numbers of Firm Placing Shares and Conditional Placing Shares (subject to clawback) so allocated) on the terms and conditions set out herein (which shall be deemed to be incorporated in such legally binding commitment). Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) as agent for the Company in cleared funds an amount equal to the product of the Offer Price and the number of Firm Placing Shares and, once apportioned after clawback (in accordance with the procedure described in the paragraph entitled "Placing Procedure" below), the Conditional Placing Shares, which such Placee has agreed to acquire.

(K)  The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued and the Offer Price (the "Placing Results Announcement"). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

(L)  The Joint Bookrunners will, in effecting the Placings, agree with the Company the identity of the Placees and the basis of allocation and pricing of the Placing Shares. Subject to paragraphs (D) and (J) above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs (D) and (J) above, and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners.

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

(N)  By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Firm Placing and/or Conditional Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. All obligations under the Placings will be subject to the fulfilment of the conditions referred to below under the paragraphs "Conditions of the Placings" and "Termination of the Placing Agreement".

(O)  The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each Placee of a US investor letter substantially in the form provided to it.

(P)  To the fullest extent permissible by law, no Bank nor any of its affiliates nor any of its or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, no Bank nor any of its affiliates nor any of its or their respective affiliates' agents, directors, officers or employees, respectively, shall have any liability (including, to the extent permissible by law, any fiduciary duties) to any Placee (or to any person whether acting on behalf of a Placee or otherwise) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placings as the Joint Bookrunners and the Company may agree.

Conditions of the Placings

The Placings are conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Banks under the Placing Agreement are conditional on certain conditions, including, amongst other things:

1.  the Placing Terms having been executed and delivered by the Company and the Joint Bookrunners by no later than 8.00 a.m. (London time) on the business day following the date of this Announcement (or such later time and date as the Company and the Joint Bookrunners may agree in writing);

2.  the release by the Company of the Placing Results Announcement to a Regulatory Information Service as soon as reasonably practicable following the execution of the Placing Terms and by no later than 8.00 a.m. (London time) on the business day following the date of this Announcement (or such later time and/or date as the Company and the Joint Bookrunners may agree);

3.  the Prospectus having been approved as a prospectus for the purposes of the Prospectus Regulation Rules and a circular for the purposes of Chapter 13 of the Listing Rules by the FCA and being filed with the FCA in accordance with the Prospectus Regulation Rules and the Listing Rules no later than 4.00 pm on 7 April 2022 (or such later time and/or date as the Company and the Banks may agree);

4.  the Prospectus being made available to the public in accordance with Article 21 of the Prospectus Regulation no later than 5.00 pm on 7 April 2022 (or such later time and/or date as the Company and the Banks may agree);

5.  publication of the announcement regarding the publication of the Prospectus through a Regulatory Information Service no later than 5.00 p.m. on 7 April 2022;

6.  the passing of the Resolution (without material amendment, or with such material amendments as the Banks may agree, acting in good faith) at the General Meeting on 28 April 2022;

7.  the Share Purchase Agreement remaining in full force and effect and not having lapsed or been terminated and not having been amended (except for any amendment that is not, in the opinion of the Banks (acting jointly and in good faith), material in the context of the Acquisition) prior to Admission

8.  the facility agreement relating to Debt Financing (the "Debt Facility Agreement") remaining in full force and effect and not having lapsed or been terminated or cancelled and not having been amended (except for any amendment that is not, in the opinion of the Banks (acting jointly and in good faith), material in the context of the Acquisition) prior to Admission;

9.  Save to the extent not, in the opinion of the Banks (acting jointly and in good faith) materially adverse in the context of the Group (taken as a whole) and/or the Capital Raising, the warranties contained or referred to in the Placing Agreement being true and accurate and not misleading on and as at each of the dates that they are given, as though, in each case, they had been given and made on such date and time by reference to the facts and circumstances then subsisting;

10.  the Company having complied with all of its obligations and undertakings under the Placing Agreement which fall to be performed or satisfied on or before Admission, save to the extent the relevant unperformed obligation or unsatisfied undertaking is not, in the opinion of the Banks (acting jointly and in good faith), material in the context of the Group (taken as a whole) or the Capital Raising and/or Admission;

11.  certain customary documents having been delivered, save where any failure to deliver any such document is not, in the opinion of the Banks (acting jointly and in good faith), material in the context of the Capital Raising and/or Admission;

12.  Admission occurring by not later than 8.00 a.m. on 29 April 2022 (or such later time or date as the Joint Bookrunners may agree in writing with the Company).

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the " Conditions ").

If: (i) any of the Conditions are not fulfilled or, where permitted, waived or extended by the Banks or the Joint Bookrunners (as the case may be) in accordance with the Placing Agreement; or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placings 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 or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Banks may, at their discretion and upon such terms and conditions as they think fit, waive satisfaction of certain Conditions or extend the time provided for satisfaction of certain Conditions (or any part of them) in accordance with the Placing Agreement. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

None of the Company, the Banks nor any of their respective affiliates or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision it may make as to the satisfaction of any Condition or in respect of the Placings generally.

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

Termination of the Placing Agreement

Each Bank, in their absolute discretion may terminate the Placing Agreement in accordance with its terms in certain circumstances, including, amongst others:

1.  any statement contained in any document or announcement issued or published by or on behalf of the Company in connection with the Firm Placing and Placing and Open Offer (the "Offer Documents") is or has become or has been discovered to be untrue or inaccurate or misleading in any respect, or any matter has arisen which would, if any of such document or any amendment or supplement to any of them were to be issued at that time, constitute an omission therefrom and which any Bank (acting in good faith) considers to be material in the context of the Capital Raising and/or Admission;

2.  there shall have been a breach by the Company of any of the warranties contained in the Placing Agreement or any of such warranties is or becomes (by reference to the facts, matters or circumstances from time to time existing) untrue, inaccurate or misleading in each case which any Bank (acting in good faith) considers to be material in the context of the Capital Raising and/or Admission;

3.  the Sale and Purchase Agreement and/or the Debt Facility Agreement has lapsed or been terminated or amended (except for any amendment that is not material in the context of the Acquisition);

4.  there shall have been a breach by the Company of any undertaking or any other provision of the Placing Agreement which any Bank (acting in good faith) considers to be material in the context of the Capital Raising and/or Admission;

5.  there has occurred in the opinion of any Bank (acting in good faith), a material adverse change in the condition (financial, operational or legal), or in the earnings, management, solvency, business prospects or financial prospects of the Group or the Marley group (whether or not arising in the ordinary course of business);

6.  any matter has arisen which would require the publication of a Supplementary Prospectus pursuant to Article 23 of the Prospectus Regulation between the publication of the Prospectus and Admission;

7.  either Application is refused by the FCA or the London Stock Exchange (as appropriate);

8.  there having occurred, or in the opinion of any Bank (acting in good faith) it is reasonably likely that there will occur:

8.1  any material adverse change in the financial markets in the United States, the United Kingdom, any member state of the EEA or the international financial markets, any outbreak of hostilities or significant escalation thereof, any act of terrorism or war or significant escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions exchange rates or exchange controls;

8.2  a suspension of, or occurrence of material limitations to, trading in any securities of the Company by the FCA or the London Stock Exchange or of trading generally on a major financial market or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by the London Stock Exchange or by such order of any regulatory authority or governmental entity, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United Kingdom, the United States or any member state of the EEA; or

8.3  a declaration of a banking moratorium by the United Kingdom, the United States or a member state of the EEA; or

8.4  a suspension of trading in securities generally on the London Stock Exchange,

which, in each case, in the opinion of any such Bank (acting in good faith) makes it impractical or inadvisable to proceed with the Capital Raising or Admission in the manner contemplated by the Placing Agreement and/or in the Offer Documents,

Further, if any matter arises which Rothschild & Co considers (acting in good faith) may adversely affect its ability to perform its functions under Chapter 8 of the Listing Rules in relation to Acquisition, the application for the approval of the Prospectus or fulfil the obligations of a sponsor, it shall be entitled in its absolute discretion, by notice in writing to the Company, to terminate the Placing Agreement.

If not all Joint Bookrunners give notice to terminate the Placing Agreement in circumstances where they are able, provided Rothschild & Co does not give notice to terminate the Placing Agreement, the Joint Bookrunner who do not give such notice may allow the Placings and Admission to proceed and will assume the obligations which remain to be performed under the Placing Agreement by the other Joint Bookrunner who has given notice to terminate.

If the Placing Agreement is terminated by Rothschild & Co or by both Joint Bookrunners in accordance with its terms, the rights and obligations of each Placee in respect of the Placings as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Banks that the exercise or non-exercise by the Banks of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks or for agreement between the Company and the Banks (as the case may be) and that neither the Company nor the Banks need make any reference to, or consult with, Placees and that none of the Company, the Banks nor any of their respective affiliates or respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

Withdrawal Rights

Placees acknowledge that their agreement to subscribe for Placing Shares is not by way of acceptance of the public offer made in the Prospectus and the Application Form but is by way of a collateral contract and as such Article 23(2) of the EU Prospectus Regulation and the UK Prospectus Regulation does not entitle Placees to withdraw in the event that the Company publishes a supplementary prospectus in connection with the Capital Raising or Admission.

Placing Procedure

Placees shall subscribe for the Firm Placing Shares and/or Conditional Placing Shares to be issued pursuant to the Firm Placing and/or Conditional Placing (subject to clawback in the case of the Conditional Placing) and any allocation of the Firm Placing Shares and Conditional Placing Shares (subject to clawback) to be issued pursuant to the Firm Placing and/or the Conditional Placing will be notified to them on or around 6 April 2022 (or such other time and/or date as the Company and the Joint Bookrunners may agree).

Placees will be called upon to subscribe for, and shall subscribe for, the Conditional Placing Shares only to the extent that valid applications and payment in full by Qualifying Shareholders under the Open Offer are not received by 11.00 a.m. on 27 April 2022 or if applications have otherwise not been deemed to be valid in accordance with the terms set out in the Prospectus and the Application Form.

If you are a Qualifying Shareholder and you take up and pay for New Ordinary Shares under the Open Offer to which you are entitled in accordance with its terms, you may request, by returning an off-set application form which may be required from the Joint Bookrunners (the "Off-set Application Form"), that your participation in the Conditional Placing be reduced by up to the number of New Ordinary Shares in your total Open Offer entitlement which you have validly taken up and paid for under the Open Offer (to a maximum of the number of New Ordinary Shares in your Conditional Placing participation) ("Off-set"). If the Off-set Application Form is not returned by the closing time for the Open Offer, you will be deemed to have waived your right to claim Off-set in respect of any New Ordinary Shares taken up under the Open Offer.

Payment in full for any Firm Placing Shares and Conditional Placing Shares so allocated (subject to clawback in the case of the Conditional Placing Shares) in respect of the Placings at the Offer Price must be made by no later than 29 April 2022 (or by such later date of Admission if Admission is delayed) . The Joint Bookrunners will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the posting of the Prospectus, the Application Forms or the crediting of the Open Offer Entitlements in CREST or the production of a supplementary prospectus or otherwise.

Lock-up

The Company has undertaken to the Banks that, between the date of the Placing Agreement and the date which is 120 calendar days after Admission, it will not, without the prior written consent of the Banks, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Banks and the Company.

By participating in the Placing, Placees agree that the exercise by the Banks of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Banks and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B012BV22 ) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary, including in certificated form, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner or otherwise as such Joint Bookrunner may direct.

The Company will deliver the Placing Shares to a CREST account operated by the Settlement Bank as agent and nominee for and on behalf of the Placees and the Settlement Bank will enter its delivery (DEL) instruction into the CREST system. The Settlement Bank will hold any Placing Shares delivered to this account as nominee for the Placees and the Joint Bookrunners. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above LIBOR as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines 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 the Joint Bookrunners all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note and/or electronic trade 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 UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with each Joint Bookrunner (in its capacity as joint bookrunner and as placing agent of the Company in respect of the Placing) and the Company, and Rothschild & Co, in each case as a fundamental term of its application for Placing Shares, that:

1.  it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation. It has power under its constitutional documents and has obtained all necessary authorities (including, without limitation, all relevant members' resolutions) to subscribe and pay for the Placing Shares in the manner proposed and to enter into and perform its obligations pursuant to these terms and conditions in this Appendix, and there are no governmental or regulatory consents or other third party approvals, authorisations or orders required in order for it to subscribe and pay for the Placing Shares in the manner proposed and to enter into and perform its obligations pursuant to these terms and conditions in this Appendix that have not been or will not prior to Admission have been obtained and it has not taken any action which will or may result in any of the Banks or the Company being in breach of the legal or regulatory requirements of any jurisdiction;

2.  its agreement to subscribe for Placing Shares will comply with all agreements to which it is a party or by which it or any of its properties or assets is bound and which are material to its participation and its obligations in respect thereof;

3.  it has read and understood this Announcement, and that its participation in the Bookbuild and the Placing and its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

4.  (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and rules and regulations of the London Stock Exchange (collectively and together with the information referred to in (i) above, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

5.  unless otherwise specifically agreed with the Joint Bookrunners, it and/or the person on behalf it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

6.  the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

7.  the content of this Announcement, any Preliminary Prospectus and the Prospectus have been prepared by and are exclusively the responsibility of the Company and that no Bank nor any of its affiliates or its or their Representatives nor any person acting on behalf of any of them has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement, any Preliminary Prospectus or the Prospectus or any information previously or simultaneously published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any Preliminary Prospectus, the Prospectus or any information previously or simultaneously published by or on behalf of the Company or otherwise;

8.  the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, it received and reviewed all information that it believes is necessary or appropriate to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by any Bank or the Company or any of their respective affiliates or their respective Representatives or any person acting on behalf of any of them and no Bank nor the Company nor any of their respective affiliates or Representatives will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

9.  it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing and no Bank nor any of its affiliates or its or their Representatives nor any person acting on behalf of any of them have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of any Preliminary Prospectus or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold any Bank or any of its affiliates or its or their Representatives or any person acting on behalf of any of them responsible or liable for any misstatements in or omission from any Preliminary Prospectus or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

10.  it has not relied on any information relating to the Company contained in any research reports prepared by any Bank, any of its affiliates or any person acting on its or their behalf and understands that (i) no Bank nor any of its affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for (x) public information or any representation; or (y) any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (ii) no Bank nor any of its affiliates nor any person acting on its or their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

11.  (i) the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

12.  that no action has been or will be taken by the Company, any Bank or any person acting on behalf of the Company or any Bank that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

13.  (i) it (and any person acting on its behalf) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities; (iv) it has not taken any action or omitted to take any action which will or may result in any Bank, the Company or any of their respective affiliates or Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (v) the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

14.  it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

15.  it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (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. If within a reasonable time after a request for verification of identity, the relevant Bank has not received such satisfactory evidence, such Bank may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Bank will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

16.  it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to each Bank and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

17.  it undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

18.  it and any person acting on its behalf, any person on whose behalf it is acting and any person specified by it for registration as holder is not a person whose business is, or includes, issuing depository receipts or a person whose business is, or includes, the provision of clearance services for the purchase or sale of securities or a nominee of any such person;

19.  it understands that any investment or investment activity to which this Announcement relates is available only to only to Qualified Investors in a member state of the EEA, Relevant Persons in the United Kingdom and will be engaged in only with Qualified Investors in a member state of the EEA and Relevant Persons in the United Kingdom, and further understands that this Announcement must not be acted on or relied on by persons who are not Qualified Investors in a member state of the EEA or Relevant Persons in the United Kingdom;

20.  if in a member state of the EEA, it is a Qualified Investor;

21.  if in the United Kingdom, it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation: (i) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order; or (ii) who falls within Article 49(2) of the Order;

22.  in the case of any Placing Shares subscribed for by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation, (i) the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale, to persons in a member state of the EEA other than Qualified Investors, or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Bookrunners have been given to each such proposed offer or resale; or (ii) where the Placing Shares have been subscribed for by it on behalf of persons in any member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

23.  it understands, and each account it represents has been advised and acknowledges that, (i) the Placing 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 or transferred, directly or indirectly, within the United States 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; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

24.  It is and, at the time the Placing Shares are acquired, will be:

24.1  located outside the United States and (i) is subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; (ii) is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S; or

24.2  located within the United States and (i) is a QIB that is acquiring the Placing Shares in a transaction that is exempt from the registration requirements under the Securities Act for its own account (or for the account of a QIB as to which it has sole investment discretion); and (ii) has delivered an US investor letter substantially in a form provided to it; and

24.3  acquiring the Placing Shares for investment purposes and is not acquiring the Placing Shares with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof;

25.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placings (including electronic copies thereof), in or into any Restricted Territory to any person and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

26.  where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make, and does make, the acknowledgements, representations and agreements herein on behalf of each such account;

27.  if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

28.  it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

29.  any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

30.  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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

31.  it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;

32.  if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;

33.  it (and any person acting on its behalf) has the funds available to pay for the maximum number of the Placing Shares it has agreed to subscribe for and it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it;

34.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Bookrunners or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

35.  no Bank nor any of its affiliates or its or their Representatives nor any person acting on behalf of any of them, is making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placings and participation in the Placings is on the basis that it is not and will not be a client of any Bank and no Bank has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of any Bank's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

36.  the exercise by any (or all) of the Banks of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Banks and the relevant Bank or the Banks (acting jointly) (as the case may be) need not have any reference to any Placee and shall have no liability to any Placee 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 the Banks, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

37.  the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. No Bank, the Company nor any of their respective affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Bank and their respective affiliates and Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of the Settlement Bank who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

38.  these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the 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 any Bank or the Company 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.  each of the Banks, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Bank on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each Bank and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

40.  it will indemnify on an after-tax basis and hold the Company, each Bank and their respective affiliates and Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placings;

41.  it irrevocably appoints any director or authorised signatory of the Joint Bookrunners as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placings;

42.  its commitment to acquire Placing Shares on the terms set out herein and in any contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placings and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Banks' conduct of the Placings;

43.  in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placings and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placings, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of any Bank; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (vi) it will not look to the Company, any Bank or any of their respective affiliates or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;

44.  neither the Company nor any Bank owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions;

45.  it may not rely on any investigation that any Bank or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates or the Placings and none of such persons has made any representation or warranty to it, express or implied, with respect to the suitability or merits of the Placings, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, any Bank for the purposes of the Placings;

46.  in connection with the Placings, any Bank and any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placings. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any Bank or any of its affiliates acting in such capacity. In addition, any Bank or any of its affiliates may enter into financing arrangements and swaps with investors in connection with which such Bank or any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. No Bank nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and

47.  a communication that the Placings or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placings and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placings as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and each Bank (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor any Bank will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Company nor any Bank are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placings as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Bank and/or the Company and their respective affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any Bank or their respective affiliates or their or their Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each Bank and/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. Each Placee acknowledges and is aware that each Bank is receiving a fee in connection with its role in respect of the Placings as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any Joint Bookrunner any money held in an account with such Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Bank in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placings will be sent at its risk and may be sent to it at any address provided by it to any Bank.

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

Each Placee may be asked to disclose, in writing or orally to each Bank: (a) if they are an individual, their nationality; or (ii) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

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

 

END

 

 

ACQSSLFIMEESELL