Proposed Placing, Acquisition & Trading Update

RNS Number : 6522Q

Mattioli Woods PLC

19 June 2015

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

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT A CIRCULAR. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF MATTIOLI WOODS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND IN THE CIRCULAR EXPECTED TO BE PUBLISHED BY THE COMPANY TODAY.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT INFORMATION" SECTION.

19 June 2015

Mattioli Woods plc
("Mattioli Woods" or the "Company")

Proposed Placing to raise up to £18.6 million
Proposed acquisition of Boyd Coughlan Limited
Trading update
and
Notice of General Meeting

Highlights

· Placing with institutional investors of up to 3,795,918 Placing Shares at 490 pence to raise up to £18.6 million

· Proposed acquisition of Boyd Coughlan, an employee benefits and wealth management business:

- Consideration of up to £7 million (subject to adjustment for value of net assets acquired)

- Expected to be earnings enhancing in first full year of ownership

- Experienced management team to be retained

· Strong pipeline of further acquisition opportunities

· Seeking to maintain headroom on regulatory capital requirement following acquisitions

· Current trading in line with expectations

Placing

Mattioli Woods (AIM: MTW.L), the specialist wealth management and employee benefits business, announces today that it proposes to raise up to £18.6 million (before expenses) by way of a Firm Placing of up to 2,000,000 new Ordinary Shares and a Conditional Placing of up to 1,795,918 new Ordinary Shares at an issue price of 490 pence per share. The Issue Price represents a 4.7 per cent discount to the closing middle market quotation of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange on 18 June 2015 (being the last practicable date prior to the date of this announcement). On the basis that both the Firm Placing and the Conditional Placing are completed, the total number of Placing Shares will represent 15.6 per cent of the enlarged issued ordinary share capital of the Company immediately following the Firm Admission and the Conditional Admission.

The Placing will be completed on a non pre-emptive basis. The issue of new Ordinary Shares in connection with the Conditional Placing is conditional upon, inter alia, the passing of the Resolution at the General Meeting, being a special resolution to give the Directors the required authority to disapply statutory pre-emption rights in respect of the allotment of the Conditional Placing Shares and also upon the admission to AIM of the Conditional Placing Shares becoming effective. The General Meeting will be held at 10.00 a.m. at MW House, 1 Penman Way, Grove Park, Enderby, Leicester, LE19 1SY on 7 July 2015.

The Board unanimously recommends that Shareholders vote in favour of the Resolution at the General Meeting, as they intend to do in respect of their own beneficial holdings of Ordinary Shares amounting to, in aggregate, 6,939,214 Ordinary Shares, representing approximately 34.1 per cent of the existing Ordinary Shares.

Applications have and will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that admission of the Firm Placing Shares to trading on AIM will become effective on or around 23 June 2015 and, assuming that, inter alia, the Resolution is passed, it is expected that admission of the Conditional Placing Shares will become effective on or around 8 July 2015.

Acquisition

In addition, Mattioli Woods announces it has conditionally agreed to acquire the entire issued share capital of Boyd Coughlan from the Sellers for a total consideration of up to £7 million, to be satisfied partly in cash and partly through the issue of the Consideration Shares. The business, based in Buckingham, provides advice to both corporate and personal clients and generates strong margins and recurring revenues, with over £160 million of assets under advice. Boyd Coughlan's experienced management team will be retained by Mattioli Woods following the Acquisition, which is expected to be earnings enhancing in the first full year of ownership.

The Acquisition provides the Group with a wider audience for its products and services, and extends the Group's employee benefits proposition, at the time when the drive towards total reward and flexible benefits is expected to create new business opportunities in the corporate market.

Completion of the Acquisition is conditional only upon the admission of the Firm Placing Shares and the Consideration Shares to trading on AIM becoming effective in accordance with the AIM Rules and is not dependent on the passing of the Resolution to disapply pre-emption rights to enable the allotment and issue of the Conditional Placing Shares. Application for admission to AIM of the Firm Placing Shares and of the Consideration Shares has therefore been made and it is anticipated that such Firm Admission will occur on 23 June 2015.

Use of proceeds

The proposed acquisition of Boyd Coughlan illustrates Mattioli Woods' ability to identify earnings-enhancing acquisition opportunities to grow its business. As a result of this transaction, the current amount of surplus capital (that is, prior to the Placing) allocated by the Company for acquisitions is expected to be utilised. The Placing will therefore provide the Company with the flexibility to take advantage of further acquisition opportunities, of which another has been identified and, in relation to which, non-legally-binding heads of terms have been signed.

Current trading

The Company has seen strong growth in its core pension and wealth management business, with the Government's new pension freedoms creating additional stimulus both now and looking ahead. This growth has more than offset the anticipated falls in banking income, due to new banking rules on liquidity cover further reducing the margins available, and employee benefit revenues, as the corporate pensions market transitions to a fee-based proposition prior to the abolition of provider commissions in April 2016.

The Group has extended the development of its bespoke pension administration and wealth management platform to include employee benefits with the aim of enhancing the services it offers to clients and making practical efficiencies. The first phase of the new platform implementation is expected to 'go live' in the third calendar quarter of 2015.

The Company's subsidiary, Custodian Capital, is the discretionary investment manager of Custodian REIT. Custodian REIT has raised a further £51.3 million following its admission to the London Stock Exchange's Main Market via additional share issues.

In addition, the recent acquisitions of the UK Wealth Management and Torquil Clark pensions businesses are integrating well.

The Group will announce its final results on Wednesday, 9 September 2015.

Commenting, Ian Mattioli, Chief Executive of Mattioli Woods, said:

"I am delighted with the performance of our business in what has remained a rapidly-changing market. The Government's pension reforms have repositioned pensions at the forefront of financial planning, which together with the continued development of our consultancy team has driven strong growth in wealth management.

"Boyd Coughlan is an excellent strategic fit, offering real synergies with the wider Group. The acquisition gives us the ability to offer our pension, property and investment products to Boyd Coughlan's clients and to offer enhanced employee benefits services to Mattioli Woods' clients, strengthening our market position.

"It is our ambition to continue expanding Mattioli Woods' operations both organically and by acquisition. All our acquisitions completed to date have been earnings enhancing and have broadened or deepened the Group's expertise and services. Raising capital now will give us the flexibility to pursue both existing and new acquisition opportunities as they arise."

For further information please contact:

Mattioli Woods plc
Bob Woods, Executive Chairman	Tel: +44 (0) 116 240 8700
bob.woods@mattioliwoods.com
Ian Mattioli, Chief Executive
ian.mattioli@mattioliwoods.com
Nathan Imlach, Finance Director
nathan.imlach@mattioliwoods.com	www.mattioli-woods.com
Canaccord Genuity Limited
Martin Green, Corporate Broking	Tel: +44 (0) 20 7523 8350
Sunil Duggal, Corporate Broking	www.canaccordgenuity.com

Pippa Underwood, Corporate Broking

Media enquiries:

Camarco
Ed Gascoigne-Pees	Tel: +44 (0) 20 3757 4984
	www.camarco.com

1. Information on the Company

Mattioli Woods is one of the UK's leading providers of specialist pension, wealth management and employee benefit services. Its core pension and wealth management offering serves the higher end of the market, including controlling directors and owner-managed businesses, professionals, executives and affluent retirees. Its broad range of employee benefit services is targeted towards medium-sized and larger corporates.

In recent years, the Group has developed a broader wealth management proposition, grown from its strong pensions advisory and administration expertise, with a client base of over 6,500 self-invested personal pensions ("SIPP") and small self-administered pension schemes ("SSAS") throughout the UK. The Group's total assets under management, administration and advice are in excess of £5.4 billion, with income derived from five key service lines:

· Direct pension consultancy and administration;

· Investment and asset management;

· Employee benefits;

· Third party pension administration; and

· Property management.

Direct pension consultancy and administration

Retirement planning is often central to clients' wealth management strategies. The Group maintains a technical edge through its widely acknowledged understanding of UK pensions legislation, which allows its consultancy team to deliver meaningful guidance to clients. Additional fees are generated from the provision of specialist ad hoc consultancy services.

Investment and asset management

Discretionary portfolio management and the provision of bespoke investment advice sit at the heart of the Group's investment propositions. Recent growth in the quantum of funds under management and advice has enhanced the quality of the Group's earnings through an increase in recurring revenues.

Employee benefits

Mattioli Woods offers solutions to assist its corporate clients around employee engagement, with the aim of improving recruitment, retention and workplace morale. This encompasses consultancy on areas such as defined contribution and defined benefit pension schemes, workplace savings, healthcare, international benefit solutions and risk benefits, in addition to the design, implementation and administration of these schemes.

The Group also offers its clients total reward and flexible benefit systems, assisting its clients to deliver these to their employees, along with advice, guidance and financial education.

Third party pension administration

The Group's third party administration offering was established in August 2010 following the acquisition of City Pensions Limited (trading under the "City Trustees" brand). City Trustees generates income from the setting up and administration of pension schemes under an administration-only model, with its products being distributed via independent financial advisers, wealth managers and other intermediaries.

City Trustees has developed an excellent reputation for providing bespoke pension administration coupled with first-rate client service and has been awarded the Defaqto 5-star rating for its SIPP.

Property management

Mattioli Woods' subsidiary Custodian Capital has facilitated direct commercial property ownership for clients via limited partnership or private limited company ("syndicated") arrangements, aiming to invest in good quality commercial or residential property with conservative levels of gearing, to deliver a long-term income stream and the possibility of capital growth.

In 2013, the Board considered that the establishment of a new UK Real Estate Investment Trust with a premium listing and traded on the London Stock Exchange's Main Market would provide an attractive alternative structure for investment in commercial property, both for existing and new investors. Custodian REIT launched on 26 March 2014, seeded with a £95.2m portfolio of 48 properties held by clients of Mattioli Woods and raising £55 million on admission, plus another £51.3 million to date via additional share issues. Custodian REIT now has a market capitalisation of over £190 million. The Company's subsidiary Custodian Capital, is the discretionary investment manager of Custodian REIT.

Strategy and outlook

The Group's strategy remains focused on the pursuit of strong organic growth, supplemented by strategic acquisitions. All acquisitions completed to date have been earnings enhancing and broadened or deepened the Group's expertise and services.

With increasing complexity and continuing consolidation in both the SIPP market and other key sectors in which the business operates, the Board is confident there will be further opportunities to expand Mattioli Woods' operations by acquisition, accelerating the Group's growth.

2. Background to and reasons for the Placing

The Boyd Coughlan transaction illustrates Mattioli Woods' ability to capitalise on earnings-enhancing acquisition opportunities to grow its business. As a result of this transaction, the current amount of surplus capital (that is, prior to the Placing) allocated by the Company for acquisitions will be utilised. Proceeds of the Placing are expected to be used to replenish capital which has been utilised in recent acquisitions (including the Boyd Coughlan transaction announced today), providing the Company with the flexibility to take advantage of further earnings-enhancing acquisition opportunities and for general corporate purposes, including the maintenance of the Group's regulatory capital requirement.

Proposed acquisition of Boyd Coughlan Limited

Boyd Coughlan is a wealth management and employee benefits business, established in 1994 and based in Buckingham. The business has grown organically and now employs 31 staff, providing advice to both corporate and personal clients. Boyd Coughlan's experienced management team will be retained by Mattioli Woods following the Acquisition, which is expected to be earnings enhancing in the first full year of ownership.

In the year ended 30 September 2014, Boyd Coughlan generated a profit before taxation of £1.26 million (earnings before interest, tax, depreciation and amortisation ("EBITDA") of £1.27 million, before adjustment of £0.30 million to reflect the cost of normalised remuneration levels) on revenues of £2.53 million and its net assets were £1.98 million at 30 September 2014. Boyd Coughlan's business generates strong margins and recurring revenues, with over £160 million of assets under advice. The acquisition allows the enlarged Group the opportunity to widen the audience of its proposition and adds a specialist wealth management and employee benefits business to its existing operations.

Mattioli Woods has conditionally agreed to acquire the entire share capital of Boyd Coughlan for a total consideration of up to £7 million. The initial consideration of £4.5 million comprises £3.3 million in cash payable on completion of the Acquisition and the allotment and issue of 235,742 new Ordinary Shares to the Sellers, being the Consideration Shares. On the basis of the average mid-market price of an Ordinary Share as derived from the Daily Official List of the London Stock Exchange over the period from 22 January 2015 to 17 June 2015 of 509p, the value attributed to the Consideration Shares for the purposes of the Acquisition is £1.2 million. Deferred consideration of up to £2.5 million is payable in cash in the two years following completion of the Acquisition if certain financial targets are met, based on EBITDA generated during that period. Payment of the initial cash consideration (payable on completion of the Acquisition) is expected to result in a cash outflow at completion of approximately £1.3 million, including deal costs and net of estimated cash acquired at completion.

The Sellers have entered into a lock-in deed with Mattioli Woods and its nominated adviser and broker, Canaccord Genuity Limited, restricting sales of the Consideration Shares during the two years following completion.

Further acquisitions

Potential acquisition of a UK financial advisory firm

Mattioli Woods has signed heads of terms to acquire a regional UK financial advisory firm providing wealth management, strategic financial planning, employee benefits and pension services to businesses and individuals ("Company A") for a total consideration of up to £8.3 million. An initial consideration of £5.0 million will comprise £2.5 million payable in cash on completion of the proposed acquisition, plus £2.5 million to be settled through the allotment and issue of new ordinary shares in Mattioli Woods to the sellers. Deferred consideration of up to £3.3 million will be payable in cash in the three years following completion if certain financial targets are met, based on growth in EBITDA generated during that period.

In the year ended 31 July 2014, Company A generated a profit before taxation of £0.53 million (EBITDA of £0.91 million) on revenues of £3.12 million and its net assets were £0.87 million at 31 July 2014.

The acquisition is expected to complete in the third quarter of 2015.

SIPP opportunities

Mattioli Woods has signed heads of terms for the Company to be appointed as scheme administrator in place of another SIPP operator ("Company B"), which is expected to trigger a requirement to wind‑up the SIPP scheme it operates and transfer members' existing arrangements into a new scheme.

The transaction is expected to complete in the third quarter of 2015.

The Directors expect the number of operators in the SIPP market will continue to reduce and believe there is a good opportunity for the Group to acquire other operators seeking an exit. The Group is in early stage discussions on several other opportunities within the SIPP market, which may or may not lead to a transaction in each case.

Regulatory capital requirement

The Directors consider it prudent for the Group to maintain headroom of at least 25% over the FCA regulatory capital requirement. The Group's regulatory capital requirement has increased in recent years, however its capital is eroded when it makes acquisitions due to the requirement for intangible assets arising on acquisition to be deducted from Tier 1 Capital. The Placing will provide the Company with the flexibility to take advantage of further acquisition opportunities.

3. Use of proceeds from the Placing

The Company intends to raise gross proceeds of up to £18.6 million pursuant to the Placing. It is expected that the net amount of cash available to the Company pursuant to the Placing will be used as follows:

· £3.8 million towards satisfaction of both the initial and deferred cash consideration payable in connection with the acquisition of Boyd Coughlan;

· £5.8 million to satisfy the cash consideration of the further potential acquisition (Company A), for which non-legally-binding heads of terms have been signed; and

· £8.3 million to be used by the enlarged Group for general working capital purposes and to increase the headroom on its regulatory capital requirement following these acquisitions, enabling it to pursue further acquisition opportunities.

4. Trading update

Mattioli Woods is providing an update on trading in the financial year ended 31 May 2015, in advance of announcing its final results on Wednesday, 9 September 2015.

The Board is pleased to report another year of growth, in line with its expectations. The Group's total client assets under management, administration and advice had increased by 17% to £5.4 billion at the year-end. The Company has seen strong growth in its core pension and wealth management business, with the Government's new pension freedoms creating additional stimulus both now and looking ahead. This growth has more than offset the anticipated falls in banking income, due to new banking rules on liquidity cover further reducing the margins available, and employee benefit revenues, as the corporate pensions market transitions to a fee-based proposition prior to the abolition of provider commissions in April 2016.

In addition, employee benefit revenues in the second half were adversely impacted by the effect of the fall in the oil price on corporate clients in the oil and gas industry and certain corporate pension providers "switching off" initial commission payments earlier than anticipated. However, the Directors anticipate growing demand for ancillary services such as financial counselling and education from within the Group's corporate clientele, and expect the acquisition of Boyd Coughlan to bring new clients who will be attracted to the broader and more flexible solutions the Group can offer employers and their employees.

Custodian Capital is the discretionary investment manager of Custodian REIT. Custodian Capital also manages a new initiative, the "Private Investors Club", which offers alternative investment opportunities to suitable clients by way of private investor syndicates. This has been well received by clients, with over £3.8 million invested in the four new investments completed during the year.

Mattioli Woods launched its discretionary portfolio management service in August 2012. The Group's discretionary assets under management have increased to over £1 billion, with portfolio management becoming the Group's core investment proposition for its clients. Custodian REIT completed the placing of £50.2 million of new equity during the financial year (plus a further £1.1 million in June).

The continued development of its technology infrastructure is a key part of the Group's strategy. The Group has extended the development of its bespoke pension administration and wealth management platform to include employee benefits, with the aim of enhancing the services it offers to clients and realising operational efficiencies across the Group as a whole. The first phase of the new platform implementation is expected to 'go live' in the third quarter of 2015.

The recent acquisitions of the former UK Wealth Management and Torquil Clark pensions businesses are integrating well and, with continuing consolidation in both the SIPP and other key sectors in which the Group operates, the Board expects there to be further opportunities to expand its operations by acquisition.

5. Details of the Placing and the Placing Agreement

The Company proposes to raise up to £18.6 million (less expenses) by way of a Placing of up to 3,795,918 new Ordinary Shares through Canaccord Genuity, bookrunner to the Placing.

The Placing

The Issue Price of 490 pence represents a discount of approximately 4.7 per cent. to the mid-market closing price of 514 pence per Ordinary Share on 18 June 2015, being the last practicable date prior to the date of this announcement. The Placing Shares will represent approximately 15.6 per cent. of the Enlarged Share Capital following both Firm Admission and Conditional Admission.

It is expected that the Firm Placing Shares to be held in uncertificated form will be delivered in CREST on 23 June 2015 and that share certificates for the Firm Placing Shares to be held in certificated form will be dispatched by first class post by 30 June 2015. It is expected that, subject to the Resolution to be proposed at the General Meeting being passed, the Conditional Placing Shares to be held in uncertificated form will be delivered in CREST on 8 July 2015 and that share certificates for the Conditional Placing Shares to be held in certificated form will be dispatched by first class post on 15 July 2015.

Application has and will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is anticipated that trading in the Firm Placing Shares will commence on AIM at 8.00 a.m. on 23 June 2015 and, subject inter alia to the Resolution to be proposed at the General Meeting being passed, trading in the Conditional Placing Shares is expected to commence on AIM on or around 8 July 2015.

The Firm Placing Shares and the Conditional Placing Shares will, when issued and fully paid, rank equally in all respects with the existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Firm Admission and Conditional Admission respectively.

The Firm Placing is conditional, amongst other things, upon:

i) Compliance by the Company in all material respects of its obligations under the Placing Agreement; and

ii) Admission of the Firm Placing Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 23 June 2015.

The Conditional Placing is conditional, amongst other things, upon:

i) The Resolution to be proposed at the General Meeting being passed without amendment;

ii) Compliance by the Company in all material respects of its obligations under the Placing Agreement; and

iii) Admission of the Conditional Placing Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 8 July 2015.

The Placing Agreement

The Placing is being undertaken pursuant to a placing agreement entered into between the Company and Canaccord Genuity, whereby Canaccord Genuity has agreed to procure subscribers as agent for the Company on a reasonable endeavours basis for the Placing Shares. Pursuant to the terms of the Placing Agreement, the Firm Placing and the Conditional Placing are subject to certain conditions (including Firm Admission and Conditional Admission). Canaccord Genuity has the right to terminate the Placing Agreement in certain circumstances (including if there is a material breach by the Company of its obligations under the Placing Agreement). Further details regarding the Placing Agreement are set out in Appendix II.

Effect of the Placing

Upon Conditional Admission, and assuming no further exercise of options under the Company's share option schemes, the Enlarged Share Capital is expected to comprise 24,404,225 Ordinary Shares. On this basis, the Placing Shares will represent approximately 15.6 per cent. of the Company's Enlarged Share Capital.

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

Directors' Shareholdings pre- and post-Placing

	(1) Number of Ordinary Shares*		(2) Percentage of issued share capital as at 18 June 2015	(3) Estimated percentage of Enlarged Share Capital
Robert Woods	3,073,703	15.09%		12.59%
Ian Mattioli	3,393,703	16.66%		13.91%
Nathan Imlach	167,911	0.82%		0.69%
Murray Smith	223,814	1.10%		0.92%
Mark Smith	1,296	0.01%		0.01%
Alan Fergusson	65,787	0.32%		0.27%
John Redpath	13,000	0.06%		0.05%
Carol Duncumb	NIL	N/A		N/A
Joanne Lake	NIL	N/A		N/A

*Denotes the aggregate of Ordinary Shares held legally and beneficially.

None of the Directors intend to participate in the Placing.

General Meeting

The Company has a pre-existing authority to allot up to 2,002,483 Ordinary Shares for cash on a non-pre-emptive basis without statutory pre-emption rights applying. The Company intends to use this pre-existing authority to allot and issue the Firm Placing Shares conditional, inter alia, on Firm Admission.

The placing of the Conditional Placing Shares, together with other relevant prior allotments, including the allotment of the Firm Placing Shares, renders the pre-existing authorities insufficient to allow the allotment of the Conditional Placing Shares to proceed without further Shareholder approval. Accordingly, a General Meeting will be held on 7 July 2015 at 10.00a.m. at MW House, 1 Penman Way, Grove Park, Enderby, Leicester LE19 1SY. The General Meeting has been convened for Shareholders to consider and, if thought fit, to pass the Resolution set out in the Notice of the General Meeting. The Resolution will be proposed as a special resolution to dis-apply statutory pre-emption rights and to authorise the Directors to allot and issue a maximum of 1,795,918 new Ordinary Shares, pursuant to the Conditional Placing on a non-pre-emptive basis.

The authority to be granted pursuant to the Resolution shall expire on the date of the next annual general meeting of the Company.

6. Risk Factors

Your attention is drawn to the Risk Factors set out in Part III of the Circular. Shareholders are advised to read the Circular in its entirety and should not rely solely on the summary information presented in Part I of the Circular.

7. Recommendation

The Board believes the Placing to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 6,939,214 Ordinary Shares and representing approximately 34.1 per cent. of the Company's existing ordinary share capital.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Placing and the posting of the Circular and Forms of Proxy	19 June 2015
Expected date for completion of the Acquisition, Firm Admission and commencement of dealings in the Firm Placing Shares and Consideration Shares on AIM	23 June 2015
Expected date for CREST accounts to be credited in respect of the Firm Placing Shares to be held in uncertificated form	23 June 2015
Expected date for the despatch of definitive certificates in respect of the Firm Placing Shares to be held in certificated form	30 June 2015
Latest time and date for receipt of Forms of Proxy	10 a.m. 3 July 2015
General Meeting	10 a.m. 7 July 2015
Results of the General Meeting announced through a Regulatory Information Service	7 July 2015
Expected date for Conditional Admission and commencement of dealings in the Conditional Placing Shares on AIM	8 July 2015
Expected date for CREST accounts to be credited in respect of the Conditional Placing Shares to be held in uncertificated form	8 July 2015
Expected date for the despatch of definitive certificates in respect of the Conditional Placing Shares to be held in certificated form	15 July 2015

Important information

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Canada, the Republic of South Africa, Australia, Japan or any jurisdiction into which the publication or distribution would be unlawful.

Members of the public are not eligible to take part in the Placing. This announcement (which is for information purposes only) and the terms and conditions set out and referred to herein are directed only at persons selected by Canaccord Genuity Limited ("Canaccord Genuity") who are: (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2.1(e) of Directive 2003/71/EC (the "Prospectus Directive"), as amended from time to time, and includes any relevant implementing measure in any member state ("qualified investors"); (b) in the United Kingdom, qualifying investors who are persons who (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"), or (ii) are "high net worth companies, unincorporated associations etc" falling within Article 49(2)(a) to (d) of the FPO; or (c) persons to whom it may otherwise lawfully be communicated (all such persons in (a), (b) and (c) together being referred to as "relevant persons"). This announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons.

Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement and the terms and conditions set out herein relate is available only to relevant persons and will be engaged in only with relevant persons.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UK Listing Authority have examined or approved the contents of this announcement. The AIM Rules are less demanding than those of the Official List of the UK Listing Authority.

This announcement does not constitute a prospectus, admission document or offering memorandum and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration or to, or for the account or benefit of, "US Persons" (as defined in Regulation S 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. No public offering of the Placing Shares is being made in the United States or any other jurisdiction. The Placing is being made outside the United States in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S under the Securities Act. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction (including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa) in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this document, the Placing, and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Canaccord Genuity or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.

Canaccord Genuity Limited, regulated in the United Kingdom by the Financial Conduct Authority, is acting for Mattioli Woods plc and for no one else in connection with the Placing and will not be responsible to anyone other than Mattioli Woods plc for providing the protections afforded to clients of Canaccord Genuity Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

Forward looking statements:

This announcement contains statements about Mattioli Woods plc that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", or words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Mattioli Woods plc.

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the City Code and/or the FSMA), Mattioli Woods plc does not undertake any obligation to update publicly or reuse any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Mattioli Woods plc or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Mattioli Woods plc at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

APPENDIX I

DEFINITIONS

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

"Acquisition"	the proposed acquisition by the Company of the entire issued and to be issued share capital of Boyd Coughlan
"Act"	the Companies Act 2006 (as amended)
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) governing admission to and the operation of AIM
"Boyd Coughlan"	Boyd Coughlan Limited
"Business Day"	any day (excluding Saturdays and Sundays) on which banks are open in the City of London for the conduct of normal banking business
"Canaccord Genuity"	Canaccord Genuity Limited of 88 Wood Street, London, EC2V 7QR
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (that is, not in CREST)
"Circular"	the circular of the Company to its Shareholders dated 19 June 2015
"City Code"	the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time
"Company" or "Mattioli Woods"	Mattioli Woods plc, a company incorporated in England and Wales with a registered number 03140521
"Conditional Admission"	admission of the Conditional Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"Conditional Placing"	the proposed placing by Canaccord Genuity on behalf of the Company of the Conditional Placing Shares pursuant to the terms of the Placing Agreement
"Conditional Placing Shares"	up to 1,795,918 new Ordinary Shares conditionally placed at the Issue Price pursuant to the Conditional Placing on the terms of the Placing Agreement and the allotment of which is conditional upon, amongst other things, the passing of the Resolution at the General Meeting and Conditional Admission
"Consideration Shares"	235,742 Ordinary Shares proposed to be allotted and issued as a part of the consideration for the Acquisition
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Regulations)
"Custodian Capital"	Custodian Capital Limited
"Custodian REIT"	Custodian REIT plc
"Directors" or "Board"	the directors of the Company whose names are set out in this announcement
"Enlarged Share Capital"	the issued share capital of the Company immediately following both Conditional Admission and Firm Admission as enlarged by the Placing Shares and the Consideration Shares.
"EU"	the European Union
"FCA"	the Financial Conduct Authority, including in its capacity as the competent authority for the purposes of Part VI of FSMA
"Firm Admission"	admission of the Firm Placing Shares and the Consideration Shares to trading on AIM becoming effective in accordance with the AIM Rules
"Firm Placing"	the proposed placing by Canaccord Genuity on behalf of the Company of the Firm Placing Shares pursuant to the terms of the Placing Agreement
"Firm Placing Shares"	up to 2,000,000 new Ordinary Shares conditionally placed at the Issue Price pursuant to the Firm Placing on the terms of the Placing Agreement, which may be allotted pursuant to the Company's existing authorities to allot Ordinary Shares and which allotment is conditional upon Firm Admission
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000, as amended
"General Meeting"	the general meeting of the Company to be held at 10:00 a.m. on 7 July 2015 at MW House, 1 Penman Way, Grove Park, Enderby, Leicester LE19 1SY, notice of which is set out at the end of the Circular
"Group"	the Company and its subsidiaries
"Issue Price"	the price at which the Placing Shares are to be allotted and issued pursuant to the Placing, being 490 pence per Placing Share
"London Stock Exchange"	London Stock Exchange plc
"Notice of General Meeting"	the notice convening the General Meeting set out at the end of the Circular
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of the Company
"Placing"	the Firm Placing and the Conditional Placing
"Placing Agreement"	the conditional agreement dated 19 June 2015 between the Company and Canaccord Genuity relating to the Placing, further details of which are set out in this document
"Placing Shares"	together, the Firm Placing Shares and Conditional Placing Shares
"Prohibited Jurisdiction"	the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which an offer to sell, issue or a solicitation of an offer to buy or subscribe for the Placing Shares is or may be unlawful
"Registrar"	Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
"Regulation D"	Regulation D under the Securities Act
"Regulation S"	Regulation S under the Securities Act
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time
"Resolution"	the resolution to be proposed at the General Meeting as set out in the Notice of General Meeting
"Securities Act"	United States Securities Act of 1933, as amended
"Sellers"	Scott Douglas Boyd and Finnbar Dominic Coughlan
"Shareholders"	holders of Ordinary Shares
"uncertificated" or "in uncertificated form"	Recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any State of the United States and the District of Columbia

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE NEW ORDINARY SHARES.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY" WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, QUALIFYING INVESTORS WHO ARE PERSONS WHO (I) ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO"), OR (II) ARE "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement (including this schedule) (the "Announcement") does not constitute a prospectus, admission document or offering memorandum and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration or to, or for the account or benefit of, "US Persons" (as defined in Regulation S) 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. No public offering of the Placing Shares is being made in the United States or any other jurisdiction. The Placing is being made outside the United States in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S under the Securities Act. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction (including, without limitation, the United States, Canada, Australia, Japan or the Republic of South Africa) in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a Placee (as defined below)) by making an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

Details of the Placing Agreement

The Company has entered into the Placing Agreement with Canaccord Genuity, under which Canaccord Genuity has, subject to the terms set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure placees to subscribe for Placing Shares on the terms and subject to the conditions contained in this Announcement ("Placees") (the Placing).

Pursuant to the terms of the Placing Agreement, the Firm Placing and the Conditional Placing are subject to certain conditions (including Firm Admission and Conditional Admission). Canaccord Genuity has the right to terminate the Placing Agreement in certain circumstances (including if there is a material breach by the Company of its obligations under the Placing Agreement). Further details of the Placing Agreement are set out below.

The Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for admission to trading

Application has and will be made to the London Stock Exchange for admission of the Placing Shares on AIM. It is expected that Firm Admission will become effective and that dealings will commence on or around 23 June 2015 and that Conditional Admission is expected to become effective and that dealings will commence on or around 8 July 2015.

Participation in, and principal terms of, the Placing

Canaccord Genuity is acting as bookrunner to the Placing, as agent for and on behalf of the Company for the purpose of procuring Placees at the Issue Price for the Placing Shares.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Canaccord Genuity to participate.

Each of Canaccord Genuity and its respective Affiliates (as defined below) is entitled to participate as a Placee.

The placing price will be a fixed price of 490 pence per Placing Share (the "Placing Price").

Placees' respective allocations will be confirmed orally by Canaccord Genuity and a trade confirmation will be dispatched as soon as possible thereafter. Canaccord Genuity's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement with the Placee concerned in favour of the Company and Canaccord Genuity, pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix II and in accordance with the Company's articles of association.

It is intended that each Placee will receive a pro rata entitlement of Firm Placing Shares and Conditional Placing Shares.

To the fullest extent permissible by law and applicable Financial Conduct Authority ("FCA") rules, neither (i) Canaccord Genuity nor the Company, any holding company thereof, nor any subsidiary, branch or affiliate of Canaccord Genuity or the Company, nor (ii) any of Canaccord Genuity's or the Company's respective directors, officers, employees or consultants nor (iii) any person connected with Canaccord Genuity or the Company as defined in the FCA Rules (each of (i), (ii) and (iii) being together "Affiliates" and individually an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Canaccord Genuity nor the Company, nor any Affiliate thereof nor any person acting on their behalf shall have any liability in respect of its conduct of the Placing or of any alternative method of effecting the Placing as it may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to Canaccord Genuity. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation owed to Canaccord Genuity, as agent of the Company, to pay to Canaccord Genuity (or as Canaccord Genuity may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire in connection with the Placing. It is expected that settlement will take place on 23 June 2015 in respect of the Firm Placing Shares and 8 July 2015 in respect of the Conditional Placing Shares. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Canaccord Genuity of such amount.

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

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

All obligations of Canaccord Genuity under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed and all funds delivered by a Placee to Canaccord Genuity in respect of a Placee's Placing Participation will be returned to the relevant Placee at their own risk without interest.

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

Each Placee will be deemed to have read and understood the terms and conditions set out in this Announcement in their entirety, to be participating in the Placing upon the terms and conditions contained in this Announcement, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Announcement.

The Company has authority to allot the Firm Placing Shares and to disapply pre-emption rights in relation to the Firm Placing Shares and therefore no resolutions will be required to be passed at the General Meeting in relation to the Firm Placing Shares. Allotment of the Firm Placing Shares will be conditional on Firm Admission.

The Company has authority to allot the Conditional Placing Shares, however, requires authority to disapply pre-emption rights in relation to the Conditional Placing Shares and will therefore require the passing of a special resolution seeking to disapply pre-emption rights in respect of the Conditional Placing Shares at the General Meeting (as set out in the notice of the General Meeting contained in the Circular). If passed, the Resolution will grant authority to Directors to allot the Conditional Placing Shares for cash on a non pre-emptive basis. Allotment of the Conditional Placing Shares will take place as soon as practicable following the General Meeting, conditional on Conditional Admission.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Canaccord Genuity under the Placing Agreement in respect of the Firm Placing are conditional, inter alia, on:

1. the Company having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Firm Admission);

2. the Company delivering to Canaccord Genuity, immediately prior to Firm Admission a certificate confirming, inter alia, that the Company has complied with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Firm Admission and none of the warranties given by the Company in the Placing Agreement have become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances existing since the date of the Placing Agreement;

3. the Company allotting the Firm Placing Shares prior to and conditional only on Firm Admission;

4. Firm Admission occurring by no later than 8.00 a.m. on 23 June 2015.

(the "Firm Placing Conditions").

The obligations of Canaccord Genuity under the Placing Agreement in respect of the Conditional Placing are conditional, inter alia, on:

1. Firm Admission having occurred;

2. the Company having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Conditional Admission);

3. the Company delivering to Canaccord Genuity, immediately prior to Conditional Admission a certificate confirming, inter alia, that the Company has complied with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to Conditional Admission and none of the warranties given by the Company in the Placing Agreement has become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances existing since the date of the Placing Agreement;

4. the Company allotting the Conditional Placing Shares prior to and conditional on Conditional Admission;

5. Conditional Admission occurring by no later than 8.00 a.m. on 8 July 2015;

6. the Circular together with the Form of Proxy having been posted to Shareholders on the date of the Placing Agreement;

7. the passing of the Resolution without material amendment at the General Meeting (or at any adjournment thereof);

(the "Conditional Placing Conditions"; the Firm Placing Conditions and the Conditional Placing Conditions being referred to together as the "Conditions").

If (a) any of the Conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Canaccord Genuity), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Canaccord Genuity shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition.

If the Firm Placing Conditions have been fulfilled and the Firm Admission has occurred but following the Firm Admission any of the Conditional Placing Conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Canaccord Genuity) only the Conditional Placing will lapse meaning that each Placee's rights and obligations in respect of the Conditional Placing only shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Canaccord Genuity shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Conditional Placing Condition.

Canaccord Genuity will be entitled, in its absolute discretion and on such terms as it thinks appropriate, to waive fulfilment, in whole or in part, of any or all of the Conditions (to the extent permitted by law or regulations) by giving notice in writing to the Company. Canaccord Genuity and the Company may agree in writing to extend the time and/or date by which any of the Conditions are required to be fulfilled to no later than 3.00 p.m. on 31 July 2015 (the "Long Stop Date").

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

Right to terminate under the Placing Agreement

Canaccord Genuity may, at any time before Firm Admission or Conditional Admission, terminate the Placing Agreement by giving notice to the Company inter alia, if:

a) the warranties under the Placing Agreement are untrue or inaccurate or misleading in any material respect when made or would become untrue or inaccurate or misleading in any material respect by reference to the facts and circumstances existing from time to time or any matter arising which might reasonably be expected to give rise to an indemnity claim; or

b) there is a material breach by the Company of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Firm Admission or Conditional Admission, as the context requires); or

c) in the opinion of Canaccord Genuity (acting in good faith), there has been any material adverse change whether or not foreseeable at the date of the Placing Agreement, in, or any development involving a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), or the assets, earnings, management or business affairs or business prospects or financial prospects of the Company or of the Group, whether or not arising in the ordinary course of business; or

d) in the absolute discretion of Canaccord Genuity (acting in good faith), there has been a change in, or any development involving a prospective change in, national or international financial, economic, political, industrial or market conditions or currency exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK, the US or any member state of the European Union of a national emergency or war or any other calamity or crisis.

By participating in the Placing, each Placee agrees with Canaccord Genuity that the exercise by Canaccord Genuity of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and that Canaccord Genuity need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Canaccord Genuity shall not have any liability whatsoever to the Placee in connection with any such exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only, and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction.

No offering document or prospectus has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing. Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules for Companies of the London Stock Exchange) or otherwise filed by the Company ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of the Publicly Available Information is exclusively the responsibility of the Company and confirms to Canaccord Genuity and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord Genuity (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither Canaccord Genuity nor any of its Affiliates, nor any persons acting on its behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Canaccord Genuity for itself and as agent for the Company that, except in relation to the information contained in this Announcement and the Publicly Available Information, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN GB00B0MT3Y97) following Firm Admission or Conditional Admission (as the context requires) will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Canaccord Genuity and the Company reserve the right to require settlement for and delivery of the Placing Shares (or any part thereof) to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Firm Placing Shares and Conditional Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. Placees should settle against CREST ID: 805. It is expected that such trade confirmations will be dispatched later today. The trade date in respect of the Firm Placing will be 19 June 2015 and the trade date in respect of the Conditional Placing will be 6 July 2015. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Canaccord Genuity.

It is expected that settlement of the Firm Placing will be on 23 June 2015 and the Conditional Placing will be on 8 July 2015, both on a T+3 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Canaccord Genuity may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

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

Representations and Warranties

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

1. represents and warrants that it has read and understood this Announcement in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this Announcement;

2. acknowledges that no prospectus or offering document has been or will be prepared in connection with the placing of the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Canaccord Genuity, their respective Affiliates and any person acting on its behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4. acknowledges that the Placing Shares will be admitted to trading on the AIM market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange, including the AIM Rules for Companies of the London Stock Exchange (which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements) (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

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

6. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and the persons stated therein as accepting responsibility for the Announcement and that neither Canaccord Genuity, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither Canaccord Genuity, nor any of their respective Affiliates nor any person acting on its behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares and acknowledges that it is not relying on any investigation that Canaccord Genuity, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto and has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares;

7. acknowledges that it has not relied and may not rely on any information relating to the Company contained in any research reports prepared by Canaccord Genuity, its Affiliates or any person acting on its or any of its Affiliates' behalf and understands that (i) none of Canaccord Genuity, any of its Affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) none of Canaccord Genuity, any of its Affiliates nor any person acting on its behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Canaccord Genuity, any of its Affiliates nor any person acting on its 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;

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

9. represents and warrants that the issue to the Placee, or the person specified by the Placee 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) and that 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 system;

10. acknowledges and agrees that no action has been or will be taken by either the Company or Canaccord Genuity or any other person acting on behalf of the Company or Canaccord Genuity that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

11. acknowledges that in making any decision to acquire Placing Shares it (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares; (ii) will not look to Canaccord Genuity for all or part of any such loss it may suffer; (iii) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares; (iv) is able to sustain a complete loss of an investment in the Placing Shares; and (v) has no need for liquidity with respect to its investment in the Placing Shares;

12. acknowledges that the Placing Shares are being subscribed for investment purposes, and not with a view to offer, resell or distribute within the meaning of the United States securities laws;

13. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and that the Company has not been registered as an "investment company" under the United States Investment Company Act of 1940, as amended;

14. acknowledges that no representation has been made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

15. represents and warrants that it has neither received nor relied on any inside information concerning the Company prior to or in connection with accepting this invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;

16. if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with applicable laws and regulations;

17. if a financial intermediary, as that term is used in Articles 3(2) of the EU Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Canaccord Genuity has been given to the offer or resale;

18. represents and warrants that neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) with respect to the Placing Shares;

19. represents and warrants that it is not a US Person and at the time the Placing Shares are acquired, it will be, the beneficial owner of such Placing Shares and is neither a person located in the United States, its territories or possessions, any state of the United States nor on behalf of a person in the United States. Further that the Placing Shares may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US persons (as defined in Regulation S) except in an offshore transaction (as defined in Regulation S) or except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the Investment Company Act;

20. represents and warrants that it will not publish, distribute or transmit this Announcement or any other documents or information relating to the Placing, by any means or media, directly or indirectly, in whole or in part, in or into the United States;

21. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Firm Admission (in relation to the Placing Shares to be allotted at Firm Admission) or Conditional Admission (in relation to the Placing Shares to be allotted at Conditional Admission) (as the context requires) except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive and such sale will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

22. represents and warrants 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 persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business 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 Prospectus Directive;

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

24. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

25. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2007) and any related or similar rules, regulation of guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

26. represents and warrants, if in the United Kingdom, that it is (a) a person who is an 'investment professional' within the definition in Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business or (c) a person to whom this Announcement may otherwise lawfully be communicated;

27. represents and warrants if in a Member State of the European Economic Area, unless otherwise specifically agreed with Canaccord Genuity in writing, that it is a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

28. undertakes that it (and any person acting on its behalf) will pay 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, failing which the relevant Placing Shares may be placed with other Placees or sold as Canaccord Genuity may, in its absolute discretion and without liability to such Placee, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

29. acknowledges that none of Canaccord Genuity the Company, any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither Canaccord Genuity, any of its Affiliates nor any person acting on its behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Canaccord Genuity's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

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

31. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England 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 either Canaccord Genuity 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;

32. acknowledges that it irrevocably appoints any director of Canaccord Genuity as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

33. represents and warrants that it is not and will not be at the time the Placing Shares are acquired, nor will the beneficial owner of the Placing Shares be or will be, a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within or into any Prohibited Jurisdiction;

34. represents and warrants that any person who confirms to Canaccord Genuity on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Canaccord Genuity to notify the Placee's name to the Company's registrar, has full power and authority to do so (and make the representations, warranties, agreements and acknowledgements herein on behalf of each such account) on behalf of the Placee and will remain liable to the Company or Canaccord Genuity for the performance of its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person).

35. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Canaccord Genuity will be responsible. If this is the case, the Placee should take its own advice and notify Canaccord Genuity accordingly;

36. acknowledges that its commitment to subscribe for the Placing Shares subject to the terms and conditions set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

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

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

39. acknowledges that until 40 days after the later of the commencement of the Placing and the closing date, an offer or sale of Placing Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the Securities Act or pursuant to another exemption from registration under the Securities Act to a person that is a "qualified purchaser" (as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended);

40. acknowledges that the basis of allocation will be determined by Canaccord Genuity at its absolute discretion. The right is reserved to reject in whole or in part any participation in the Placing; and

41. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Canaccord Genuity or the Company may require its allocation to be scaled back therefore acquiring a lower number of Placing Shares (if any), but in no event more than the aforementioned maximum.

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

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

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Canaccord Genuity will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord Genuity in the event that any of the Company and/or Canaccord Genuity has incurred any such liability to stamp duty or stamp duty reserve tax.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor Canaccord Genuity owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

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

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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

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

Each Placee may be asked to disclose in writing or orally to Canaccord Genuity:

a) if he is an individual, his nationality; or

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

This information is provided by RNS

The company news service from the London Stock Exchange

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MSCLIFEERIIALIE