Placing

RNS Number : 5002I

Oakley Capital Investments Limited

26 March 2015

 

26 March 2015

Oakley Capital Investments Limited ("OCIL" or the "Company")

Placing to raise £130 million

Oakley Capital Investments Limited (AIM: OCL), the investment company established to provide investors with access to the strategy being pursued by Oakley Capital Private Equity L.P. ("Fund I") and its successor fund, OCPE II Master L.P. ("Fund II") (together the "Limited Partnerships"), announces a placing of 78,787,879 new ordinary shares (the "Placing Shares") at a placing price of 165 pence per share (the "Placing Price") to raise gross proceeds of approximately £130 million from existing and new institutional and other professional investors (the "Placing").

The Placing is conditional, amongst other things, upon the passing of a shareholder resolution (the "Resolution") in order to ensure that there is sufficient capacity in the authorised share capital of the Company for the directors of the Company (the "Directors") to allot the Placing Shares and issue additional securities in the future if required. A special general meeting of the Company (the "Special General Meeting") is therefore being convened for the purpose of considering the Resolution at 10.00 a.m. Bermuda time (2:00 p.m. London time) on 17 April 2015 at Mintflower Place, 3rd Floor, 8 Par la Ville Road, Hamilton HM 08, Bermuda.  A Notice of Special General Meeting will be sent to shareholders today.

The Placing is being made to qualifying investors on a non-pre-emptive basis in accordance with the terms and conditions set out in the Appendix to this Announcement.

Background and reasons for the Placing

Oakley Capital Limited (the "Investment Adviser"), has identified a number of opportunities in which it believes the Company may have an opportunity to co-invest alongside the Limited Partnerships. As such the Directors consider it in the best interests of shareholders to raise cash at the Placing Price which, whilst at a discount to the last published net asset value of the Company, will help ensure that the Company is well capitalised and in a favourable position to exploit co-investment opportunities. It is intended that the entire net proceeds of the Placing will be committed to co-investment opportunities alongside the Limited Partnerships, or to successor limited partnerships and to co-investment opportunities alongside such successor limited partnerships.

On 9 February 2015, the Company published a trading update for the 12 months ended 31 December 2014, for which the Investment Adviser estimated that the Company's net asset value, which is subject to completion of the 31 December 2014 audit of the Limited Partnerships and the Company, will be in the range of £255 million to £257 million, equating to a net asset value per share of between £1.99 to £2.01 (31 December 2013: £2.00).

Details of the Placing

The Company proposes raising approximately £130 million, before expenses, by way of a conditional, non-pre-emptive placing of 78,787,879 new ordinary shares at the Placing Price. The Placing Shares have been placed, by Liberum Capital Limited ("Liberum") as agent for the Company and pursuant to the terms of a placing agreement (the "Placing Agreement"), with institutional and other professional investors.

Following the Placing, the number of Ordinary Shares in issue less Ordinary Shares held in treasury would be 196,278,691 and therefore the total number of voting rights in the Company would be 196,278,691.  The Company currently holds a total of 10,634,188 Ordinary Shares in treasury.

The Placing Price represents a premium of approximately 1 per cent. to the closing mid-market price of the ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") as at 25 March 2015. The Placing Shares will represent approximately 40.1 per cent. of the enlarged share capital of the Company (excluding Ordinary Shares held in treasury) and will, when issued, rank pari passu in all respects with the other Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following admission of the Placing Shares ("Admission") to trading on the AIM market of the London Stock Exchange plc ("AIM").

The Placing Agreement is conditional upon (amongst other things) the passing of the Resolution at the Special General Meeting and Admission occurring on or before 20 April 2015 (or such later date as Liberum and the Company may agree being no later than 08 May 2015).

The Placing Agreement contains customary warranties from the Company and warranties from the Investment Adviser in favour of Liberum in relation to, amongst other things, the Company and its business. In addition, the Company has agreed to indemnify Liberum in relation to certain liabilities it may incur in undertaking the Placing. Liberum has limited rights to terminate the Placing Agreement in certain circumstances prior to Admission.

Application will be made for the Placing Shares to be admitted to trading on AIM, subject to the Placing Agreement not having been terminated, and it is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. (London time) on 20 April 2015.

The participation in the Placing by Ruffer LLP, Invesco Asset Management Limited, Woodford Investment Management LLP and Sarasin & Partners LLP, as substantial shareholders in the Company, (together, the "Related Parties") constitute related party transactions pursuant to the AIM Rules. The table below shows the number of Placing Shares to be subscribed for by each Related Party.

Related Party	Number of Placing Shares
Ruffer LLP	14,859,393
Invesco Asset Management Limited	22,330,238
Woodford Investment Management LLP	19,111,632
Sarasin & Partners LLP	5,454,545

For the purposes of assessing the related party transactions, the Directors consider, having consulted with Liberum, the Company's Nominated Adviser, that the terms of the proposed allotment to each of the Related Parties of Placing Shares under the Placing are fair and reasonable insofar as Shareholders are concerned.

Qualifying investors who choose to participate in the Placing by making an oral and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement, which forms part of this announcement (together, the "Announcement").

Peter Dubens, Director of OCIL, commented:

"Oakley's Limited Parterships have a proven track record of generating significant value for their investors, which include OCIL. We believe that this additional funding will enable us to further leverage opportunities within our portfolio and also more broadly in new investments within the mid-market segment."

For further information please contact:

Oakley Capital Investments Limited	[phone]
Peter Dubens (Director)
Liberum Capital Limited (Broker & Nominated Adviser)	[phone]
Steven Tredget / Steve Pearce / Jill Li
FTI Consulting	[phone]
Edward Bridges / Emily Desmier

Notes:

The following note sets out the investing policy of the Company (the "Investing Policy") for the purposes of Rule 8 of the AIM Rules. The Investing Policy was originally set out in the Company's admission document dated 30 July 2007 (the "Admission Document") and as set out herein reflects the current operating structure of the Company and its affiliates, as contemplated in the Admission Document. No substantive changes have been made to the Investing Policy as stated in the Admission Document and none are contemplated at this time.

Investment objective

The investment objective of the Company is primarily to provide investors with long term capital appreciation through its investments in the Limited Partnerships, in successor funds managed by Oakley Capital (Bermuda) Limited (the "Investment Manager"), Oakley Capital GP Limited (in its capacity as general partner of Fund I) and Oakley Capital G.P. II Limited (in its capacity as general partner of Fund II), ("the General Partners") and/or advised by the Investment Adviser (or their respective affiliates) and, over time, through co-investment opportunities in portfolio companies of the Limited Partnerships and such successor funds, either through debt or equity instruments.

Cash resources held by the Company that are not called upon by the Limited Partnerships and their successor funds will be invested under investment guidelines set by the directors of the Company ("the Board"). Such funds may be invested in cash deposits or near cash deposits. The Company may hedge the foreign exchange exposure of any non-sterling cash deposit or investment.

The Board has been advised by the General Partners that, from time to time, the General Partners (acting in their sole discretion) may invite limited partners in the Limited Partnerships (and successor limited partnerships) including the Company to co-invest alongside the Limited Partnerships (and successor limited partnerships) on the same terms as such limited partnerships. In such event, the General Partner of the relevant Limited Partnership (or, as applicable, the general partner of the successor limited partnership) would make available to all limited partners copies of the due diligence and analysis prepared by the Investment Manager or the Investment Adviser and any other third parties in relation to co-investment opportunities. The Board would then determine whether or not, and to what level, the Company should co-invest.

Investment strategy of the Limited Partnerships

The Limited Partnerships' investment strategy is to focus primarily on private mid-market UK and European businesses, thereby leveraging the Investment Adviser's previous investment experience with the objective of delivering long term capital appreciation within the Limited Partnerships in line with a target gross internal rate of return in excess of 25 per cent. per annum and a blended gross multiple of three times. The life of each Limited Partnership is expected to be approximately 10 years, which includes a five-year investment period from the date of final closing.

Each Limited Partnership's primary focus will be on equity investments of approximately £20 million to up to £100 million per transaction that enable it to secure a controlling position in the target company. The Limited Partnerships (and successor limited partnerships) will seek to invest in companies that have achieved, or have the potential to achieve, a critical scale in their industry or sector, creating a sustainable earnings stream which should command a premium. It is the objective of each Limited Partnership to build a well-diversified portfolio of investments primarily in buyouts but also which may include some limited exposure to later stage development capital investments. It is not foreseen that the Limited Partnerships (or successor limited partnerships) will invest in early-stage companies or those with unproven technologies. The Limited Partnerships (or successor limited partnerships) may also consider investing in public or listed securities, markets or situations from which the Limited Partnerships (or successor limited partnerships) may otherwise obtain a strategic or financial advantage. Such investments in public or listed securities, markets or situations will be limited to no more than 15 per cent. of the public or listed securities in any target company except where such acquisition forms part of a takeover offer.

As with other investments made by the team of investment professionals in the Investment Adviser, the Limited Partnerships (or successor limited partnerships) intend to adhere to a strict set of procedures when implementing their investment strategy. These procedures emphasise:

·      concentration on a select number of investments;

·      in depth analysis of the industry sector and the company prior to acquisition;

·      focus on cash flow stability and growth prospects; and

·      a hands-on, value creating approach to ownership.

Investment approach

The Investment Adviser will seek to identify portfolio companies for the Limited Partnerships (or successor limited partnerships) that it believes have the ability to create, or defend a sustainable competitive advantage through, a market leading position in their respective industry or sectors. The Investment Adviser will seek to target investments which it believes have a potential for value creation through active management in the following areas:

Strategic redirection	·      focus on core business ·      new market expansion ·      new product introduction
Industry consolidation	·      economies of scale through acquisition and integration ·      business roll-outs
Operational restructuring	·      cost structure re-alignment ·      working capital and cash management ·     information technology and systems integration ·      improve asset utilisation
Financial restructuring	·      over-leveraged capital structures ·      public to privates in smaller mid-market companies with a focus on AIM ·      non-core divestitures
Human capital management	·      management incentives through equity participation ·      removal of underperforming management teams ·      injection of new talent

The Investment Adviser intends to employ a disciplined and methodical investment approach. In order to evaluate a company's potential, the Investment Adviser will typically conduct a detailed analysis of the sector, the company's position within that sector, any consolidation potential, the company's financial performance relative to its peers, its key performance drivers and to which potential buyers the Investment Adviser believes the company could ultimately be sold. The investment strategy of the Investment Adviser for each industry or sector will be independently reviewed. The sectors and companies that the Investment Adviser currently expects to target are generally expected to exhibit some, or many, of the following characteristics:

Industry attractiveness	·      sustainable barriers to entry ·      stable customer and supplier bases ·      attractive forecasted growth
Ability to generate sustainable earnings and cash flow recurring revenues	·      predictable cash-flows ·      high return on invested capital
Defensible market position, main business risks within the control of the Limited Partnerships and/or Company	·      leaders in their "niches" ·      demonstrable resilience in downturns
Sustainable competitive advantage	·      brand strength ·      highly developed distribution networks ·      flexible cost structures
Consolidation opportunities	·      identify industries early in consolidation lifecycle ·      economies of scale through buy and build

When making acquisitions or investing in a portfolio company, the Limited Partnerships (or successor limited partnerships) and/or the Company may invest directly or indirectly in equity and/or debt instruments, including convertible preference shares, loan notes, warrants, debentures and convertible loan stock. The debt securities in which a Limited Partnership and/or the Company may invest may be below investment grade.

When making acquisitions or investing in a portfolio company, the Limited Partnerships (or successor limited partnerships) and/or the Company may also directly or indirectly invest in derivative instruments, such as contracts for difference, for purposes of efficient portfolio management (and not for speculative purposes) and make loans or acquire debt instruments issued with a coupon and/or at a discount to the redemption price. The Limited Partnerships and/or the Company may utilise leverage when deemed appropriate (subject to "Borrowing powers of the Company" below).

Although the Limited Partnerships (or successor limited partnerships) and/or the Company generally expect to invest directly in securities, subject to any applicable regulatory requirements, the Limited Partnerships (or successor limited partnerships) and/or the Company may invest indirectly through one or more subsidiaries or other vehicles where the Investment Manager and/or the Directors consider that this would be commercially preferable, tax efficient or provide the only practicable means of access to the relevant security.

Re-investment

On any realisation of investments, the Company may re-invest funds in any of the following ways:

·      co-investment opportunities in portfolio companies alongside the Limited Partnerships and/or successor limited partnerships provided by the General Partners or the general partner(s) of any successor limited partnerships;

·      in cash, cash deposits and near cash deposits; or

·      successor limited partnerships, or new limited partnerships with successor strategies, in each case managed by the Investment Manager and/or advised by the Investment Adviser.

Borrowing powers of the Company

The Company has the power to borrow money in any manner. However, the Directors do not intend to borrow more than 25 per cent. of the net asset value of the Company determined at the time of draw down and in accordance with the valuation policies and procedures adopted by the Company from time to time. The Company may utilise leverage when deemed appropriate by the Board. The Company may be required to use its investments as security for any borrowings which it puts in place.

APPENDIX

FURTHER DETAILS OF THE PLACING

TERMS AND CONDITIONS

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND, SUBJECT TO CERTAIN EXCEPTIONS, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AS AMENDED, AND INCLUDES THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU) TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) OR (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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, IN THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL . THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING, WITHOUT LIMITATION, CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT DISTRIBUTE, MAIL OR SEND IT IN, INTO OR FROM THE UNITED STATES, OR USE THE UNITED STATES MAIL SYSTEM, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING.

ANY OFFERING OF THE PLACING SHARES TO BE MADE IN THE UNITED STATES WILL BE MADE ONLY TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT WHO ARE ALSO INSTITUTIONAL "ACCREDITED INVESTORS" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT ("IAIs") PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN A TRANSACTION NOT INVOLVING A "PUBLIC OFFERING" AND OUTSIDE THE UNITED STATES PERSONS WHO ARE NOT, AND ARE NOT ACTING FOR THE ACCOUNT OR BENEFIT OF, US PERSONS IN OFFSHORE TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares (as defined below), will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular each such Placee (as defined below) represents, warrants and acknowledges that:

(a)      it is a Relevant Person (as defined above) 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;

(b)      in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area other than Qualified Investors or in circumstances in which the prior consent of the Company and Liberum Capital Limited ("Liberum") has been given to the offer or resale, or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the European Economic Area other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

(c)      it is not in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, and either (i)(x) it is not in the United States and (y) it is not acting for the account or benefit of a person in the United States; (ii) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; (iii) it is a "qualified institutional buyer" (as defined in Rule 144A of the Securities Act) in the United States who is also an IAI and it has duly executed an investor letter in a form provided to it and delivered the same to Liberum and the Company; or (iv) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.

The Company and Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Canada, Australia, Japan or South Africa.Past performance is not a good guide to future performance. Persons needing advice should consult an independent financial advisor. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or South Africa or in any jurisdiction in which such publication or distribution is unlawful. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States.

The Placing Shares may not be offered, sold or transferred within the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

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

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

Details of the Placing Agreement and the Placing Shares

Liberum has entered into a placing agreement (the "Placing Agreement") dated 26 March 2015 with the Company and the Investment Adviser under which Liberum has, on the terms and subject to the conditions set out therein, undertaken, as agent for and on behalf of the Company, to use its reasonable endeavours to procure placees (the "Placees") for 78,787,879 new ordinary shares of 1 pence each in the capital of the Company (or such larger amount of shares as the Company and Liberum may agree) (the "Placing Shares") at a price of 165 pence per share (the "Placing").  The Placing is not being underwritten by Liberum or any other person.

The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will be issued subject to the Company's bye-laws and will rank pari passu in all respects with the existing issued ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares. 

Application for admission

Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 20 April 2015 and that dealings in the Placing Shares will commence at that time.

Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  No commissions will be paid to Placees or by Placees in respect of any Placing Shares. 

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

Participation in, and principal terms of, the Placing

1.         Liberum is arranging the Placing as sole bookrunner and agent of the Company.  Liberum is authorised and regulated by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Liberum or for providing advice in relation to the matters described in this Announcement.

2.         Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate by Liberum.  Liberum and its affiliates are entitled to participate in the Placing as principal.

3.         The aggregate proceeds to be raised through the Placing will be agreed between Liberum and the Company.

4.         The price per Placing Share (the "Placing Price") is fixed at 165 pence and is payable to Liberum by all Placees.

5.         Each Placee's allocation is determined by Liberum in its discretion following consultation with the Company and has been or will be confirmed orally by Liberum and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Liberum and the Company, under which it agrees to acquire 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 and in accordance with the bye-laws of the Company. Except with Liberum's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

6.         Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Liberum. The terms of this Appendix will be deemed incorporated in that contract note.

7.         Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Liberum (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

9.         All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". 

10.       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.

11.       To the fullest extent permissible by law, neither Liberum nor any of its affiliates shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise).  In particular, neither Liberum nor any of its affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Liberum's conduct of the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Liberum's obligations under the Placing Agreement are conditional on, inter alia:

(a)  a circular of the Company containing, amongst other things, a notice convening a special general meeting of the Company to be held on 17 April 2015 (the "Special General Meeting"), being despatched to shareholders of the Company on 26 March 2015;

(b)  the passing of the special resolution of the Company to be proposed at the Special General Meeting;

(c)  none of the warranties or undertakings contained in the Placing Agreement being or having become untrue or misleading in any  respect, which Liberum (acting reasonably and in good faith) considers to be material in the context of the Placing;

(d)  the Placing Agreement not having been terminated prior to Admission; and

(e)  Admission having become effective at or before 8.00 a.m. (London time) on 20 April 2015.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where permitted, waived by Liberum, by the respective time or date where specified (or such later time and/or date as the Company and Liberum may agree, not being later than 3.00 p.m. (London time) on the longstop date referred to below), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Liberum may, at its discretion and upon such terms as it thinks fit, extend the time for the satisfaction of any condition (subject to a longstop date of 8 May 2015, which may not be extended without the agreement of the Company) or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

None of Liberum, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made as to whether or not to waive or to extend the time and / or the date for the satisfaction of any condition to the Placing nor for any decision made as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Liberum.

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

Termination of the Placing Agreement

Liberum is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

(a)  there has been, in the reasonable opinion of Liberum, a breach of any of the warranties contained in the Placing Agreement or any other obligations on the part of the Company or the Investment Adviser under the Placing Agreement which Liberum reasonably considers to be material in the context of the Placing; or

(b)  there occurs, develops or comes into effect, in the reasonable opinion of Liberum, at any time before Admission, any change in national or international military,  economic, political, financial or market conditions or other event, which, in the reasonable opinion of Liberum is likely to have an adverse effect on the financial or trading position or the business or prospects of the Company and/or a Limited Partnership which is material in the context of the Company and/or a Limited Partnership as a whole or which renders the Placing impracticable or inadvisable.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Liberum and that it need not make any reference to Placees in this regard and that, to the fullest extent permitted by law, Liberum shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No offering document, prospectus or admission document

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 offering document, prospectus or admission document in the UK or in any other jurisdiction.  No offering document, prospectus or admission document has been or will be published or submitted to be approved by the FCA, the London Stock Exchange plc or other authority in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement and the Exchange Information (as defined below) and subject to the further terms set out in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement, the Company's publicly available information and the Exchange Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information and the Exchange Information), Liberum or any other person and none of Liberum or the Company or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither Liberum nor the Company makes any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax, financial or business advice. Each Placee should consult its own legal, tax, financial or business advisor for legal, tax, financial or business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN:BMG670131058) following Admission will take place on a delivery versus payment basis within the CREST system, subject to certain exceptions.  Liberum and the Company reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following closing of the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Liberum stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to Liberum (as agent for the Company) and settlement instructions. 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 that it has in place with Liberum.

It is expected that settlement will be on 20 April 2015 in accordance with the instructions set out in the contract note.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Liberum may agree that the Placing Shares should be issued in certificated form.  Liberum reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Liberum.

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

If Placing Shares or depositary interests in respect of Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or agent, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Liberum nor the Company shall be responsible for the payment thereof.  Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees to and with each of Liberum and the Company, in each case as a fundamental term of their application for Placing Shares, as set out below:

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

2        that no offering document, prospectus or admission document has been or will be prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received and, and agrees and acknowledges that it will not receive a prospectus, admission document or other offering document in connection therewith;

3        to be bound by the terms of the bye-laws of the Company;

4        that the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed and understood such Exchange Information and is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

5        that none of Liberum or the Company or any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material or information regarding the Placing Shares, the Placing or the Company other than this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

6        that the content of this Announcement is exclusively the responsibility of the Company and that none of Liberum, its affiliates or any person acting on Liberum's behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement, the Company's publicly available information (including, without limitation, the information and certain risks highlighted in the unaudited interim results of the Group for the six months ended 30 June 2014) and the 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 neither received nor relied on any other information given or investigations, representations, warranties or statements made by Liberum or the Company and neither Liberum nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

7        that it has not relied on any information relating to the Company contained in any research reports prepared by Liberum, any of its affiliates or any person acting on Liberum or any of its affiliates' behalf and understands that (i) none of Liberum, 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 Liberum, 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 this Announcement or otherwise, and that (iii) none of Liberum, 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 this Announcement or otherwise;

8        that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

9        that none of Liberum, its affiliates or any person acting on Liberum's behalf has or shall have any responsibility or liability for any publicly available or filed information (including, without limitation, the Exchange Information) or any information, representation, warranty or statement relating to the Company contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10      that it is not, and at the time the Placing Shares are acquired will not be, a resident of the United States (unless otherwise specifically agreed with Liberum), Canada, Australia, Japan or South Africa, and each of it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, a person satisfying the representation in paragraph (c) of this Appendix, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to Liberum or the Company for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

11      that the Placing Shares have not been and will not be registered or qualified for offer and sale nor will an offering document, prospectus or admission document be published in respect of any of the Placing Shares under the securities laws or legislation of the United States, Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;

12      that (i) 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, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; (ii) if the Placing Shares were offered to or purchased by it outside the United States and not for and on behalf of persons in the United States, the Placing Shares are being offered and sold to it pursuant to Regulation S under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the offer and sale of the Placing Shares to it have been made outside of the United States in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act); and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in transactions not requiring registration under the Securities Act;

13      that (i) neither it, nor any person to whom Placing Shares are allotted or issued on its behalf (as its nominee or agent) is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted or issued to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services and therefore that the allotment and issue to the Placee or any person to whom Placing Shares are allotted or issued on its behalf (as its nominee or agent), will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and (ii)  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;

14      that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Liberum and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

15      that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of the Financial Services and Markets Act 2000 ("FSMA"), and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA; (ii) it is not a person: (a) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together with the laws and regulations specified in subparagraph 14(i), the "Regulations"); and (iii) if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Company and/or Liberum such evidence, if any, as to the identity or location or legal status of any person which the Company and/or Liberum may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Company and/or Liberum on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Liberum may decide at its sole discretion;

16      that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

17      where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

18      that no marketing of Placing Shares is currently permitted in member states of the European Economic Area other than the United Kingdom, and that the Placee is not domiciled in nor has its registered office in any member state of the European Economic Area other than, as applicable, the United Kingdom;

19      that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

20      if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, 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 European Economic Area other than Qualified Investors (within the meaning of the Prospectus Directive), or in circumstances in which the prior consent of the Company and Liberum has been given to the offer or resale;

21      that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them 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 and which will not result in a requirement to publish a prospectus in the United Kingdom within the meaning of section 85(1) of the FSMA;

22      that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area 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 a requirement to publish a prospectus in any member state of the European Economic Area within the meaning of the Prospectus Directive;

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

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

25      if in a Member State of the European Economic Area, unless otherwise specifically agreed with Liberum in writing, that it is a Qualified Investor within the meaning of the Prospectus Directive;

26      if in the UK, that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise be lawfully communicated;

27      that (i) it and any person acting on its behalf has capacity and authority and is otherwise entitled to acquire and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it, (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory, (iii) it has not taken any action or omitted to take any action which will or may result in the Company or Liberum or any of their respective affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing, (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise, and (v) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

28      that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as Liberum may in its sole discretion determine and without liability to such Placee, provided always that, such Placee 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      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 the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

30      that none of Liberum, its affiliates or any person acting on Liberum's behalf, is making any recommendations to it, advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Liberum and that Liberum does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

31      that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

32      that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with these terms and conditions or such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter (including any non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Liberum 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;

33      that Liberum reserves the right (acting together and subject to agreement with the Company) to waive or alter any of the provisions set out in this Announcement. Any such alteration or waiver will not affect Placees' commitments as set out in this Announcement;

34      that the Company, Liberum and each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements and undertakings which are given to the Company and Liberum on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises Liberum and the Company to produce this Announcement or a copy thereof, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein;

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

36      that it irrevocably appoints any director of Liberum 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;

37      in making any decision to acquire the Placing Shares, that (i) it has knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares, (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, and the terms of the Placing, including the markets in which the Company and its subsidiary undertakings and associates (the "Group") operates, and the terms of the Placing, including the merits and risks involved, (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment, and (v) will not look to the Company, Liberum, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

38      that it may not rely on any investigation that Liberum or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates or the Placing and Liberum has not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the acquisition of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, Liberum for the purposes of this Placing;

39      that it will not hold Liberum or any of its affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or Exchange Information made available (whether in written or oral form) relating to the Group and that neither Liberum 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 or accepts any responsibility for any of such information;

40      that no action has been or will be taken by any of the Company, Liberum or any person acting on behalf of the Company or Liberum 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;

41      that its commitment to acquire Placing Shares on the terms set out herein and in the contract note 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;

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

43      that to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement.

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and Liberum (for its own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to allot and issue Placing Shares to Placees (or the persons acting on behalf of Placees as nominee or agent) free of UK stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company. Such agreement is subject to the representations, warranties and further terms above and 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.  Neither the Company nor Liberum will be responsible for any UK stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances. Any Placee to whom (or on behalf of whom) Placing Shares are allocated, allotted, issued or delivered in breach of any of the representations, warranties or further terms above undertakes to pay any UK stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) arising in connection with such allocation, allotment, issue or delivery forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Liberum in the event that any of the Company and/or Liberum has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Liberum accordingly.

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 allotment to 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 Liberum does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of a Placee acknowledges and agrees that Liberum or any of its affiliates (acting as an investor for its own account) may, in its absolute discretion, take up Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any of Liberum and any of its affiliates. In addition Liberum may enter into financing arrangements and swaps with investors in connection with which Liberum may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Liberum nor any of its affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

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

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

The rights and remedies of Liberum 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 of one will not prevent the exercise of others.

If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to Liberum the jurisdiction in which the funds are managed or owned.

Any reference in these Terms and Conditions to Liberum shall be deemed to include any duly appointed sub-agent of Liberum.

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

 

END

 

 

IOEGDGDXLGDBGUL