Proposed Placing and Subscription & Notice of GM

RNS Number : 3597W

Osirium Technologies PLC

22 April 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

22 April 2021

Osirium Technologies plc

("Osirium" or the "Company")

Proposed placing and subscription to raise a minimum of £2.0 million

and

Notice of General Meeting

Osirium Technologies plc (AIM: OSI.L), a leading vendor of cybersecurity software, announces its intention to raise a minimum of £2.0 million (before expenses) by way of:

· a placing of new Ordinary Shares (as defined below) in the Company (the "Placing Shares"), at a price of 22 pence per share (the "Placing Price") to raise a minimum of £1.93 million (before expenses) (the "Placing"); and

· an issue of 318,185 new Ordinary Shares in the Company (the "Subscription Shares") to certain Directors of the Company at the Placing Price to raise approximately £70,000 (the "Subscription").

The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") to be undertaken by Stifel Nicolaus Europe Limited ("Stifel"). The Bookbuild will be launched immediately following the release of this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement.

The Placing and the Subscription are being undertaken at a placing price of 22 pence per share, which represents a discount of approximately 10.2 per cent to the closing middle market quotation of ordinary shares in the Company (the "Ordinary Shares") as derived from the Daily Official List of the London Stock Exchange on 21 April 2021 (being the latest practicable date prior to this Announcement).

The Placing will be carried out in two tranches: up to 3,899,100 Placing Shares (the "First Placing Shares") and a minimum of 4,873,625 Placing Shares (the "Second Placing Shares"). The placing of the Second Placing Shares and the allotment and issue of the Subscription Shares are conditional, inter alia, upon the passing of the resolution to grant authority to the Directors to allot new Ordinary Shares otherwise than on a pre-emptive basis at the Company's General Meeting expected to be held at 11.00 am on 12 May 2021 (the "General Meeting"). The First Placing Shares will be allotted and issued utilising the Company's existing share allotment authorities granted at its 2020 annual general meeting held on 16 June 2020 (the "2020 AGM") and will not be conditional upon the passing of the proposed resolution to be considered at the General Meeting.

Defined terms used in this Announcement are defined and explained at the end of this Announcement in the section headed "Definitions."

Highlights

· Proposed Placing and Subscription to raise a minimum of £2.0 million (before expenses), by way of a proposed placing of a mimumum of 8,772,725 new Ordinary Shares with existing and new institutional investors at the Placing Price and a Subscription of an aggregate of 318,185 new Ordinary Shares in the Company by certain Directors of the Company at the Placing Price.

· The net proceeds of the Placing and the Subscription (being approximately £1.8 million (assuming that all Placing Shares and Subscription Shares are subscribed for) will be used to:

-  scale up the Group's business in privileged access management ("PAM") and digital process automation, two rapidly growing markets which are considered by the Directors to remain predominately greenfield with an estimated combined market size of over $20 billion by 2026[1];

-  expand the Group's channel partner network;

-  accelerate the Group's recruitment, including new sales, engineering and R&D team members in order to decrease the Group's time to market, allow it to continue to innovate, develop next-generation solutions and continue to displace in-house solutions and legacy products; and

-  meet the Group's general working capital requirements.

The Placing and Subscription will also enable the Company to build balance sheet strength to support the next stage of its growth, which includes capitalising on its pipeline of new opportunities in both the private sector and, increasingly, the public sector.

· The Placing Price represents a discount of approximately 10.2 per cent to the closing middle market quotation of Ordinary Shares as derived from the Daily Official List of the London Stock Exchange price on 21 April 2021, being the last practical date prior to the publication of this Announcement.

· The placing of the Second Placing Shares and the allotment and issue of the Subscription Shares are conditional, inter alia, upon the passing of the resolution to grant authority to the Directors to allot new Ordinary Shares otherwise than on a pre-emptive basis at the Company's General Meeting expected to be held at 11.00 am on 12 May 2021. The First Placing Shares will be allotted and issued utilising the Company's existing share allotment authorities granted at its 2020 AGM and will not be conditional upon the passing of the proposed resolution to be considered at the General Meeting.

Background to the Placing and Subscription and use of proceeds

The Company continues to make significant progress on its strategic goals, underpinned by its privileged access management solution, "Land, Expand and Renew" growth model and robust SaaS growth. This has been validated by the Group's record Q4 2020 and Q1 2021 for bookings, reflecting the return of demand for Osirium's products and the stabilisation in its end markets.

Throughout 2020, the Company expanded its market presence through a number of significant new contract wins and 'land-and-expand' orders from existing accounts, whilst maintaining more than 99 per cent. customer retention levels by value across the board. The Group expanded its footprint within existing customer sectors, with a number of new business wins in the healthcare market, and strengthened its position in other sectors including telecoms, retail, childcare services and higher education. Business wins of note included deals with a leading healthcare provider, a contract with a major UK communications provider, and two separate regional ambulance services. As the Company continues to win new business, it is becoming further entrenched in customers' organisations as its solutions touch end users across a business's operations.

The Group has a significant opportunity in both the PAM and the Digital Process Automation markets, estimated to be valued by 2026 at $5.4 billion[2] and $16.1 billion[3], respectively. The Directors believe that a growing awareness of PAM as mission-critical IT infrastructure for the upper mid-market clients and growth in associated automation markets underpins the market opportunity for Osirium, driving booking levels for the Company's solutions.

Investment for future growth remains a strategic priority for the Group. Growth will be driven by continued customer wins which requires product enhancements within the privileged access suite to drive value for customers, and through investment in the Group's international partner network to expand the Group's addressable market and address the circa $21 billion market opportunity in PAM and Digital Process Automation.

The net proceeds of the Placing and the Subscription (being approximately £1.8 million, assuming that all Placing Shares and Subscription Shares are subscribed for) will be used to:

-  scale up the Group's business in PAM and digital process automation, two rapidly growing markets which are considered by the Directors to remain predominately greenfield with an estimated combined market size of over $20 billion by 2026³;

--  expand the Group's channel partner network;

-  accelerate the Group's recruitment, including new sales, engineering and R&D team members in order to decrease the Group's time to market, allow it to continue to innovate, develop next-generation solutions and continue to displace in-house solutions and legacy products; and

-  meet the Group's general working capital requirements.

The Placing and the Subscription will also enable the Company to build balance sheet strength to support the next stage of its growth, which includes capitalising on its pipeline of new opportunities in both the private sector and, increasingly, the public sector.

Current Trading and Prospects

As disclosed in its recent trading update, announced in January 2021, the Company anticipates bookings for the year ended 31 December 2020 to be slightly ahead of current consensus market expectations. Revenue for the 12 months to 31 December 2020 is estimated to be at least £1.4 million, with deferred revenue of circa £1.5 million, providing strong visibility into 2021 and beyond. Cash balances as at 31 December 2020 were estimated at £1.4 million.

Home working has laid bare many of the risks to cyber security among organisations, and many organisations have made PAM a priority to ensure their company data, privileged accounts and regular business processes remain secure. The ease of implementation of the Group's platform andprofessionalism of customer engagementcontinue to be key competitive advantages. Osirium provides the ideal solution for organisations wanting great quality security but without unnecessary complexity and protracted implementation.

While acknowledging the ongoing uncertainty and disruption caused by COVID-19, the trading momentum the Group experienced in its record Q4 2020 has carried through to the current financial year, and Osirium remains focused on new orders and expanding the pipeline of opportunities domestically and overseas through our direct and indirect channels. In particular, the Group has a number of opportunities in healthcare as a result of NHS Digital funding for PAM projects and, in Q1 2021, the Group secured a substantial number of NHS trusts as new customers, including hospitals, regional trusts and ambulance services. With privileged access now widely recognised as a core requirement of IT security, the Group is confident in its future prospects and the Board is optimistic that the Group will deliver another year of material progress in 2021.

The Company expects to report full year results for the year ended 31 December 2020 in June 2021.

David Guyatt, Chief Executive Officer, commented:

"The pandemic has cemented cyber security's place at the top of corporate agendas, driving further recognition that privileged access management specifically is a core requirement in ensuring an organisation's security. Osirium is well-positioned to capitalise on what we believe to be a significant greenfield market opportunity, underpinned by the Group's robust yet uncomplicated solution set. Bookings for Q4 2020 and Q1 2021 are at record levels, the Group has an established and growing presence in key market verticals, and the pipeline of opportunities domestically and overseas is strong.

The proceeds from the Placing and Subscription will enable us to scale the business, invest in our channel partnerships, accelerate recruitment and build balance sheet strength. As we look forward, we are excited and optimistic about the Group's future prospects and remain focussed on investing in our growth opportunity."

Information on the Placing

Stifel is acting as sole bookrunner ("Bookrunner") in connection with the Placing pursuant to an agreement entered into between the Company and the Stifel dated 22 April 2021 (the "Placing Agreement").

The Placing, which is being conducted by way of an accelerated bookbuilding process available to qualifying new and existing institutional investors, will be launched immediately following this Announcement, in accordance with and subject to the terms and conditions set out in the Appendix.

The timing of the closing of the Placing, the number of Placing Shares and allocations are at the discretion of the Company and the Bookrunner and a further announcement confirming these details will be made in due course. Members of the public are not permitted to participate in the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company including the right to receive dividends and other distributions declared following Admission. The placing of the Second Placing Shares is conditional, inter alia, upon the passing of a resolution to grant authority to the Directors to allot new Ordinary Shares otherwise than on a pre-emptive basis, and a circular to shareholders, incorporating notice convening the General Meeting, is expected to be published on 26 April 2021 (the "Circular") with the General Meeting due to take place at 11.00 am on 12 May 2021.

The Placing is being structured as an accelerated bookbuild to minimise execution and market risk.

The Company will make an application for the Placing Shares to be admitted to trading on AIM. Subject to Admission becoming effective, it is expected that the settlement and trading will become effective:

• in respect of the First Placing Shares at 8.00 a.m. on 28 April 2021 or such later time as Stifel may agree in writing with the Company (but in any event not later than 8.00 a.m. on 19 May 2021); and

• in respect of the Second Placing Shares at 8.00 a.m. on 17 May 2021 or such later time as Stifel may agree in writing with the Company (but in any event not later than 8.00 a.m. on 4 June 2021).

The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix.

The Placing if it proceeds will entitle holders of the Convertible Loan Notes to elect to convert the principal amount of their loan notes into fully paid Ordinary Shares ranking pari passu in all respects with the Ordinary Shares of the Company in issue on the date of conversion. Conversion will be at a rate equal to 35 pence per share, being the placing price of the Company's last placing announced on 22 October 2019. Notice of conversion may be given by holders of the Convertible Loan Notes at any time within 20 business days of First Admission.

A further announcement will be made following the completion of the Bookbuild.

By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in this Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix.

The Subscription

Concurrent with and conditional on the Placing, Simon Lee, Chairman of the Company, and certain other direcors of the Company, have agreed to subscribe for an aggregate of 318,185 new Ordinary Shares at the Placing Price to raise an additional £70,000 (before expenses). The allotment and issue of the Subscription Shares is conditional, inter alia, upon the passing of the resolution to grant authority to the Directors to allot new Ordinary Shares otherwise than on a pre-emptive basis at the General Meeting..

Following the Subscription, the Directors (and spouses) will hold an aggregate of 2,329,169 Ordinary Shares, representing apporximately 9.95 per cent. of the Company's enlarged share capital, as summarised below:

Director	Existing number of Ordinary Shares	Number of Subscription Shares	Total number of Ordinary Shares following the Subscription
Simon Lee	269,718	136,365	406,082
David Guyatt*	1,443,411	136,365	1,579,776
Rupert Hutton*	137,142	0	137,142
Stephen Purdham	57,142	45,455	102,597
Simon Hember	103,571	0	103,571
Total:	2,010,984	318,185	2,329,169

*and spouse

Application will be made for Admission of the Subscription Shares and it is expected that Admission will become effective and that dealings in the Subscription Shares will commence at 8.00 a.m. on 17 May 2021.

The Subscription Shares will, if and when issued, rank pari passu in all respects with the Existing Ordinary Shares.

Expected timetable

Latest time and date for receipt of commitments under the Placing:	6:00 p.m. BST on 22 April 2021
Results of the Placing announced by 7:00 a.m. BST:	on 23 April 2021
Circular for General Meeting publication by close of business:	on 26 April 2021
Admission and commencement of dealings in the First Placing Shares:	8.00 a.m. BST on 28 April 2021
Latest time and date for receipt of Forms of Proxy for the General Meeting:	11.00 a.m. BST on 10 May 2021
Time and date of the General Meeting:	11.00 a.m. BST on 12 May 2021
Admission and commencement of dealings in the Second Placing Shares and the Subscription Shares:	8.00 a.m. BST on 17 May 2021

The dates set out in the expected timetable above may be adjusted by the Company and Stifel. In such circumstances, details of the new dates will be notified to the London Stock Exchange and an announcement will be made through a Regulatory Information Service.

- Ends -

For further information:

Osirium Technologies plc	Tel: [phone]
David Guyatt, Chief Executive Officer Rupert Hutton, Chief Financial Officer www.osirium.com
Stifel Nicolaus Europe Limited (Nominated Adviser and Broker)	Tel: [phone]
Fred Walsh / Richard Short
Alma (Financial PR) David Ison / Josh Royston / Kieran Breheny	Tel: [phone]

This announcement contains inside information as defined in Article 7 of the UK MAR. Market Soundings, as defined in the UK MAR, were taken in respect of the proposed Placing with the result that certain persons became aware of this inside information, as permitted by the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this Announcement on behalf of the Company is Martin Kay, Company Secretary.

Notes to Editors:

Osirium Technologies plc (AIM: OSI.L) operates in one of the fastest growing parts of the cybersecurity market and is a leading vendor of Privileged Access Security solutions. Osirium's cloud-based products protect critical IT assets, infrastructure and devices by preventing targeted cyber-attacks from directly accessing Privileged Accounts, removing unnecessary access and powers of Privileged Account users, deterring legitimate Privileged Account users from abusing their roles and containing the effects of a breach if one does happen.

Osirium has defined and delivered what the Directors view as the next generation Privileged Access Management solution. Osirium's award-winning Privileged Task Management module further strengthens Privileged Account Security by minimising the cyber-attack surface and delivering an impressive return on investment benefits for customers. Building on Osirium's Privileged Task Management module, in May 2019 Osirium launched Privileged Process Automation, providing a highly-flexible platform for automating essential IT processes to set a new benchmark in IT Process Automation. This was followed by the launch of Privileged Endpoint Manager in December 2019, bringing the total portfolio to three complementary solutions.

Founded in 2008 and with its headquarters in Reading, UK, the Group was admitted to AIM in April 2016. For further information please visit  www.osirium.com .

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US 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 US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.

This Announcement may contain, or may be deemed to contain, and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of Manufacturers under the Product Governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures, including but not limited to the product governance requirements contained within the FCA Handbook (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID IIand (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (as defined within the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the proposed placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Stifel is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Stifel will not be responsible to anyone (including any purchasers of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Stifel's responsibilities as the Company's nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. 

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

Appendix

Terms and Conditions of the Placing

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

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL. THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FOR THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE). PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATIONS TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

THE DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PART OF IT AND THE PLACING AND ISSUE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY OR STIFEL OR ANY OF ITS RESPECTIVE AFFILIATES, AGENTS, CONSULTANTS, DIRECTORS, EMPLOYEES OR OFFICERS THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, OTHER THAN THE UK. PERSONS TO WHOSE ATTENTION THIS ANNOUNCEMENT HAS BEEN DRAWN ARE REQUIRED BY THE COMPANY AND STIFEL TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.

IN THE EEA THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS IN RELEVANT MEMBER STATES WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("EU QUALIFIED INVESTORS"); OR (II) TO WHOM IT IS OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT ANY OBLIGATION TO PUBLISH A PROSPECTUS UNDER THE EU PROSPECTUS REGULATION; AND (B) ARE OTHERWISE PERSONS TO WHOM IT MAY BE LAWFULLY COMMUNICATED (TOGETHER "EU RELEVANT PERSONS").

IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT (A) PERSONS WHO ARE "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION ("UK QUALIFIED INVESTORS") OR (B) PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT WITHOUT ANY OBLIGATION TO ISSUE A PROSPECTUS APPROVED BY THE FCA PURSUANT TO THE UK PROSPECTUS REGULATION; AND (C) PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FSMA (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (TOGETHER "UK RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT EITHER EU RELEVANT PERSONS OR UK RELEVANT PERSONS (AS APPLICABLE). PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO EU RELEVANT PERSONS OR UK RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH EU RELEVANT PERSONS OR UK RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN NOR WILL BE REGISTERED UNDER THE US SECURITIES ACT, UNDER THE SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE 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.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE "FORWARD-LOOKING STATEMENTS". IN SOME CASES, THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS "AIMS", "ANTICIPATES", "BELIEVES", "COULD", "ENVISAGES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD", "TARGETS" OR "WILL" OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. THESE FORWARD-LOOKING STATEMENTS RELATE TO MATTERS THAT ARE NOT HISTORICAL FACTS. THEY APPEAR IN A NUMBER OF PLACES THROUGHOUT THIS ANNOUNCEMENT AND INCLUDE STATEMENTS REGARDING THE INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS OF THE COMPANY OR ITS DIRECTORS CONCERNING, AMONG OTHER THINGS: (I) THE COMPANY'S OBJECTIVE, ACQUISITION AND FINANCING STRATEGIES, RETURNS OF CAPITAL, RESULTS OR OPERATIONS, FINANCIAL CONDITION, CAPITAL RESOURCES, CAPITAL APPRECIATION OF THE PLACING SHARES AND DIVIDENDS; (II) FUTURE DEAL FLOW AND IMPLEMENTATION OF ACTIVE MANAGEMENT STRATEGIES; AND (III) TRENDS IN THE SECTORS IN WHICH THE COMPANY OPERATES OR MAY INTEND TO INVEST.

BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT MAY OR MAY NOT OCCUR IN THE FUTURE AND FACTORS WHICH ARE BEYOND THE COMPANY'S CONTROL. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY OR DEVELOPMENTS IN THE INDUSTRY IN WHICH THE COMPANY OPERATES MAY DIFFER MATERIALLY FROM THE FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS OR INDUSTRY DEVELOPMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT.

THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT TO REFLECT ANY CHANGE IN EXPECTATIONS OR TO REFLECT EVENTS OR CIRCUMSTANCES OCCURRING OR ARISING AFTER THE DATE OF THIS ANNOUNCEMENT, EXCEPT AS REQUIRED IN ORDER TO COMPLY WITH ITS LEGAL AND REGULATORY OBLIGATIONS (INCLUDING UNDER THE AIM RULES).

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY STIFEL OR ANY OF ITS ADVISERS, AFFILIATES, AGENTS, BRANCHES, CONSULTANTS, DIRECTORS, EMPLOYEES, OFFICERS OR ANY OTHER PERSON AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.

THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES, INCLUDING BUT NOT LIMITED TO THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN THE FCA HANDBOOK, (TOGETHER THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH PLACING SHARES ARE; (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS (AS DEFINED WITHIN THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, STIFEL AS THE BOOKRUNNER WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OF APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES. EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE INFORMATION THAT A PROSPECTIVE PLACEE PROVIDES IN DOCUMENTS IN RELATION TO A PLACING OF ORDINARY SHARES OR SUBSEQUENTLY BY WHATEVER MEANS WHICH RELATES TO THE PROSPECTIVE INVESTOR (IF THEY ARE AN INDIVIDUAL) OR A THIRD PARTY INDIVIDUAL ("PERSONAL DATA") WILL BE HELD AND PROCESSED BY THE COMPANY (AND ANY THIRD PARTY TO WHOM IT MAY DELEGATE CERTAIN ADMINISTRATIVE FUNCTIONS IN RELATION TO THE COMPANY) IN COMPLIANCE WITH THE RELEVANT DATA PROTECTION LEGISLATION AND REGULATORY REQUIREMENTS OF THE UNITED KINGDOM. SUCH INFORMATION WILL BE HELD AND PROCESSED BY THE COMPANY (OR ANY THIRD PARTY, FUNCTIONARY OR AGENT APPOINTED BY THE COMPANY) FOR THE FOLLOWING PURPOSES:

(A)  VERIFYING THE IDENTITY OF THE PROSPECTIVE PLACEE TO COMPLY WITH STATUTORY AND REGULATORY REQUIREMENTS IN RELATION TO ANTI-MONEY LAUNDERING PROCEDURES;

(B)  CONTACTING THE PROSPECTIVE PLACEE WITH INFORMATION ABOUT PRODUCTS AND SERVICES, OR ITS AFFILIATES, WHICH MAY BE OF INTEREST TO THE PROSPECTIVE PLACEE;

(C)  CARRYING OUT THE BUSINESS OF THE COMPANY AND THE ADMINISTERING OF INTERESTS IN THE COMPANY;

(D)  MEETING WITH THE LEGAL, REGULATORY, REPORTING AND/OR FINANCIAL OBLIGATIONS OF THE COMPANY IN ENGLAND AND WALES (AND ELSEWHERE AS REQUIRED); AND

(E)  DISCLOSING PERSONAL DATA TO OTHER FUNCTIONARIES OF, OR ADVISERS TO, THE COMPANY TO OPERATE AND/OR ADMINISTER THE COMPANY'S BUSINESS.

WHERE APPROPRIATE IT MAY BE NECESSARY FOR THE COMPANY (OR ANY THIRD PARTY, FUNCTIONARY OR AGENT APPOINTED BY THE COMPANY) TO:

(A)  DISCLOSE PERSONAL DATA TO THIRD PARTY SERVICE PROVIDERS, AGENTS OR FUNCTIONARIES APPOINTED BY THE COMPANY TO PROVIDE SERVICES TO PROSPECTIVE PLACEE; AND

(B)  TRANSFER PERSONAL DATA OUTSIDE THE UNITED KINGDOM INTO COUNTRIES OR TERRITORIES WHICH DO NOT OFFER THE SAME LEVEL OF PROTECTION FOR THE RIGHTS AND FREEDOMS OF PROSPECTIVE PLACEE AS THE UNITED KINGDOM.

IF THE COMPANY (OR ANY THIRD PARTY, FUNCTIONARY, OR AGENT APPOINTED BY A MEMBER OF THE COMPANY) DISCLOSES PERSONAL DATA TO SUCH A THIRD PARTY, AGENT AND/OR FUNCTIONARY AND/OR MAKES SUCH A TRANSFER OF PERSONAL DATA IT WILL USE REASONABLE ENDEAVOURS TO ENSURE THAT ANY THIRD PARTY, AGENT OR FUNCTIONARY TO WHOM THE RELEVANT PERSONAL DATA ARE DISCLOSED OR TRANSFERRED IS CONTRACTUALLY BOUND TO PROVIDE AN ADEQUATE LEVEL OF PROTECTION IN RESPECT OF SUCH PERSONAL DATA.

IN PROVIDING SUCH PERSONAL DATA, PROSPECTIVE PLACEES WILL BE DEEMED TO HAVE AGREED TO THE PROCESSING OF SUCH PERSONAL DATA IN THE MANNER DESCRIBED ABOVE. PROSPECTIVE PLACEES ARE RESPONSIBLE FOR INFORMING ANY THIRD-PARTY INDIVIDUAL TO WHOM THE PERSONAL DATA RELATES OF THE DISCLOSURE AND USE OF SUCH DATA IN ACCORDANCE WITH THESE PROVISIONS.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

Terms and conditions of, and the mechanics of participation in, the Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

No commission will be paid to Placees or by Placees in respect of any Placing Shares.

Details of the Placing Agreement and the Placing Shares

Stifel as sole bookrunner has en tered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in such Placing Agreement, Stifel as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not being underwritten by Stifel.

The placing of the Second Placing Shares is conditional, inter alia, upon the passing of the resolution to grant authority to the Directors to allot new Ordinary Shares otherwise than on a pre-emptive basis at the General Meeting. The First Placing Shares will be allotted and issued utilising the Company's existing share allotment authorities granted at its 2020 AGM and will not be conditional upon the passing of the proposed resolution to be considered at the General Meeting.

The Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the relevant date of issue of the Placing Shares.

The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Stifel. Stifel has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Stifel has the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

Application for Admission

Application will be made to the London Stock Exchange for admission of the First Placing Shares ("First Admission") and the Second Placing Shares ("Second Admission") to trading on AIM in accordance with the AIM Rules for Companies.

It is expected that First Admission will take place at 8.00a.m. on 28 April 2021 and that dealings in the First Placing Shares on AIM will commence at the same time.

It is expected that Second Admission will take place at 8.00a.m. on 17 May 2021 and that dealings in the Second Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

Stifel is acting as nominated adviser, broker and sole bookrunner to the Placing, as agent for and on behalf of the Company. Stifel is authorised and regulated in the United Kingdom 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 Stifel or for providing advice in relation to the matters described in this Announcement.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Stifel to participate. Stifel and any of its affiliates are entitled to participate in the Placing as principal.

The exact number of Placing Shares to be allocated and issued to each Placee shall be determined by Stifel (in consultation with the Company) following completion of the Bookbuild. Stifel will commence the Bookbuild today and it is expected to close no later than 6.00 p.m. on 22 April 2021 but may be closed earlier or later at Stifel's discretion. Stifel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

Each Placee's allocation of Placing Shares and participation in the First Placing and/or the Second Placing will be communicated orally by Stifel to the relevant Placee. That oral confirmation will give rise to an irrevocable, legally binding commitment by such Placee, in favour of Stifel and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price and participation in the First Placing and/or the Second Placing and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Stifel's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.

Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Stifel. The contract note will set out the number of Placing Shares allocated, the Placing Price and the aggregate amount owed by such Placee to Stifel. The terms of this Appendix will be deemed incorporated in that contract note.

The Placing Price shall be payable to Stifel by all Placees.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Stifel (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.

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

All obligations of Stifel 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 "Termination of the Placing."

By participating in the First Placing and/or the Second Placing (as the context so requires), each Placee will agree that its rights and obligations in respect of the First Placing and/or the Second Placing (as the context so requires) will terminate only in the circumstances described below and/or set out in the Placing Agreement will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law and applicable FCA rules, none of (a) Stifel, (b) any of Stifel's affiliates, agents, directors, officers, employees or consultants, (c) to the extent not contained within (a) or (b), any person connected with Stifel as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Stifel) or (d) any person acting on Stifel's behalf shall have any liability (including to the extent permissible by law, any fiduciary duties) to any Placee or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Stifel nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as Stifel and the Company may agree.

Registration and Settlement

Each Placee which has been allocated Placing Shares in the First Placing and/or the Second Placing (as the context so requires) will be sent a contract note by Stifel stating, inter alia, the number of First Placing Shares or Second Placing Shares (as the context so requires) allocated to it, the Placing Price and the aggregate amount owed by them to Stifel.

Settlement of transactions in the Placing Shares (ISIN: GB00BZ58DH10) will take place within CREST, subject to certain exceptions.

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

In accordance with the contract note, settlement will be on a delivery versus payment basis.

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 Stifel may agree that the Placing Shares should be issued in certificated form.

Stifel reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST 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, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing LIBOR as determined by Stifel.

Each Placee is deemed to agree that if it does not comply with these obligations, Stifel may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Stifel ' 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 for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, 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 in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.

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 Stifel under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

1.  none of the warranties or undertakings provided in the Placing Agreement by the Company being or having become untrue, inaccurate or misleading in any material respect at any time before Admission and no fact or circumstance having arisen which would constitute a material breach of any such warranties;

2.  the performance by the Company of certain obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

3.  in respect of the Second Placing Shares, the passing of the resolution at the General Meeting (which will grant authority to the directors of the Company to allot the Second Placing Shares and dis-apply pre-emption rights in respect of the Second Placing Shares);

4.  First Admission occurring not later than 8.00a.m. on 28 April 2021 or such later time as Stifel may agree in writing with the Company (but in any event not later than 8.00 a.m. on 19 May 2021); and

5.  Second Admission occurring not later than 8.00a.m. on 17 May 2021 or such later time as Stifel may agree in writing with the Company (but in any event not later than 8.00 a.m. on 4 June 2021),

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

If any of the conditions set out in the Placing Agreement in relation to the First Placing Shares and/or the Second Placing Shares are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Stifel may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" below, the placing of the First Placing Shares and/or the Second Placing Shares (as the context so requires) will lapse and the Placee's rights and obligations shall cease and terminate at such time, all monies received from a Placee pursuant to the First Placing and/or the Second Placing (as the context so requires) shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Certain Conditions may be waived in whole or in part by Stifel, in its absolute discretion and Stifel may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Stifel may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Stifel, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the First Placing and/or the Second Placing (as the context so requires) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the First Placing and/or the Second Placing (as the context so requires) generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Stifel.

Termination of the Placing

Stifel may terminate its obligation under the Placing Agreement, in accordance with its terms, at any time prior to First Admission or Second Admission (as the context so requires) if, inter alia:

1.  it comes to the notice of Stifel that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing, is or has become untrue, incorrect or misleading in any material respect;

2.  it comes to the knowledge of Stifel that any of the warranties in the Placing Agreement was untrue, inaccurate or misleading when made and or that any of the warranties in the Placing Agreement have at any time prior to First Admission or Second Admission (as the context so requires) ceased to be true or accurate or have become misleading in each case in any material respect by reference to the facts and circumstances from time to time subsisting or a matter has arisen which gives rise to a claim under any of the indemnities in the Placing Agreement;

3.  the Company shall fail or be unable to comply with any of its obligations under the Placing Agreement or otherwise relating to the First Placing or the Second Placing (as the context so requires) and which is material in the context of the Placing Agreement or the Placing;

4.  there has occurred any material adverse change in the financial position or prospects of the Company; or

5.  there has occurred any change in national or international financial, monetary, market (including, without limitation, fluctuations in exchange rates), industrial, economic, legal or political conditions or there has occurred any international or national crisis (including a material worsening of the Covid-19 pandemic), act of terrorism or outbreak of hostilities.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the First Placing and/or the Second Placing (as the context so requires) as described in this Announcement shall cease and terminate at such time, all monies received from a Placee pursuant to the First Placing and/or the Second Placing (as the context so requires) shall be returned to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the First Placing and/or the Second Placing (as the context so requires), each Placee agrees with the Company and Stifel that the exercise by the Company, or Stifel, of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Stifel and that neither the Company nor Stifel needs make any reference to such Placee and that neither Stifel, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

Lock-up

As part of the Placing, the Company has agreed that it will not for a period of 120 days after First Admission, offer, issue, sell, contract to sell, issue options in respect of or otherwise dispose of any securities of the Company (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction having substantially the same effect or agree to do any of the foregoing other than with the prior written consent of Stifel (such consent not to be unreasonably withheld or delayed), other than in relation to certain permitted employee share schemes or as otherwise contemplated by the Placing Agreement.

No prospectus

No prospectus has been or will be submitted to be approved by either (i) the FCA (in relation to the United Kingdom and the UK Prospectus Regulation); or (ii) any competent authority of any Relevant Member State (in relation to the EEA and the EU Prospectus Regulation), in relation to the Placing or the Placing Shares and no such prospectus is required on the basis that all offers of Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the either the UK Prospectus Regulation or the EU Prospectus Regulation (as applicable).

Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the contract note to be sent to individual Placees.

Representations, warranties and further terms

By participating in the Placing, each Placee and/or any person acting on such Placee's behalf acknowledges, agrees, represents, undertakes, and warrants with Stifel (for itself and as agent on behalf of the Company) that (save where Stifel expressly agrees in writing to the contrary):

1.  it has read and understood this Announcement in its entirety and it agrees and acknowledges that the issue and acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained in this Appendix;

2.  it is either a UK Relevant Person or a EU Relevant Person and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business;

3.  in the case of a EU Relevant Person in a Relevant Member State or a UK Relevant Person who acquires any Placing Shares pursuant to the Placing:

a.  it is a EU Qualified Investor or a UK Qualified Investor (as applicable); and

b.  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5(1) of the EU Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:

i.  the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale in circumstances where either the EU Prospectus Regulation or the UK Prospectus Regulation applies or to, persons in any Relevant Member State or in the UK other than EU Qualified Investors or UK Qualified Investors in circumstances in which the prior consent of Stifel has not 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 EEA or in the UK other than EU or UK Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation as having been made to such persons;

4.  it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan or the Republic of South Africa and may not be offered, sold or acquired, directly or indirectly, within those jurisdictions;

5.  it acknowledges that no action has been or will be taken by any of the Company, Stifel or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required. In addition, the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States (or any state or other jurisdiction of the United States) Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

6.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from 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;

7.  it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act;

8.  it and/or each person on whose behalf it is participating (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; and (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Announcement on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and Stifel for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);

9.  it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

10.  it understands (or if acting on behalf of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

11.  it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (i) is required under the UK Prospectus Regulation or the EU Prospectus Regulation; and (ii) has been or will be prepared in connection with the Placing;

12.  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, 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 (the "Exchange Information"), and that it is able to obtain or access the Exchange 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;

13.  it has made its own assessment of the Company, the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. It has not relied on (i) any investigation that Stifel or any person acting on Stifel's behalf may have conducted with respect to the Company, the Placing or the Placing Shares; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with Admission, the Company, the Placing, the Placing Shares or otherwise;

14.  neither Stifel, the Company nor any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company or any other person in addition to the information in this Announcement; nor has it requested Stifel, the Company, any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;

15.  the content of this Announcement has been prepared by and is exclusively the responsibility of the Company. Neither Stifel nor any persons acting on behalf of it is responsible for or has or shall have any liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or previously or concurrently published by or on behalf of the Company. Stifel will not be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Exchange Information or otherwise. Neither Stifel, the Company, nor any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement or the Exchange Information. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

16.  the only information on which it is entitled to rely and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement. It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;

17.  it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to Stifel for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement or the relevant contract note, failing which the relevant Placing Shares may be placed with others on such terms as Stifel may, in its absolute discretion determine without liability to the Placee 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;

18.  it, or the person specified by it for registration as a holder of the Placing Shares will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and shall indemnify the Company and Stifel in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Stifel who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions; 

19.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository 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 service;

20.  it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that Stifel has not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

22.  neither Stifel, the Company, any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of Stifel's rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. Its participation in the Placing is on the basis that it is not and will not be a client of Stifel and Stifel has no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA;

23.  Stifel and each of its affiliates, each acting as an investor for its or their own account(s), may, in accordance with applicable legal and regulatory provisions, bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Stifel and/or any of its affiliates, acting as an investor for its or their own account(s). Neither Stifel, nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

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

25.  it has complied with its obligations in connection with money laundering and terrorist financing under 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, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

26.  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

27.  it has neither received nor relied on any confidential or price-sensitive information concerning the Company in accepting this invitation to participate in the Placing;

28.  if it has received any 'inside information' (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of the UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

29.  in order to ensure compliance with the Money Laundering Regulations 2017, Stifel (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Stifel or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Stifel's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Stifel's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Stifel (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Stifel and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

30.  it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions 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 or Stifel's conduct of the Placing;

31.  it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that 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. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

32.  it irrevocably appoints any duly authorised officer of Stifel as its agent for the purpose 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 for which it agrees to subscribe or purchase upon the terms of this Announcement;

33.  the Company, Stifel and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Stifel, on its own behalf and on behalf of the Company and are irrevocable, and agree that if any of the representations and agreements deemed to have been made by it by its subscription for, or purchase of, Placing Shares, are no longer accurate, it shall promptly notify the Company and Stifel;

34.  time is of the essence as regards its obligations under this Appendix;

35.  any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Stifel; and

36.  the terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Stifel 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Stifel and each of their respective affiliates, agents, consultants, directors, employees and officers 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 any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Stifel, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Stifel shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Stifel 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 United Kingdom 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 and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Stifel in the event that either the Company and/or Stifel has incurred any such liability to such taxes or duties.

The acknowledgements, representations, undertakings and warranties contained in this Appendix are given to Stifel for itself and as agent on behalf of the Company and are irrevocable and will survive completion of the Placing.

Each Placee and any person acting on behalf of the Placee acknowledges that Stifel does not owe any fiduciary or other duties to any Placee in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties in the Placing Agreement.

When a Placee or any person acting on behalf of the Placee is dealing with Stifel, any money held in an account with Stifel 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 made under FSMA. Each 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 Stifel's money (as applicable) in accordance with the client money rules and will be held by it under a bookrunning relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment.

No statement in this Announcement is intended to be a profit forecast, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of Placing Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Placing Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

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

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

 

DEFINITIONS

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

"2020 AGM" means the 2020 annual general meeting of the Company held on 16 June 2020;

"Admission" means First Admission or Second Admission (as the context so requires);

"AIM" means AIM, the market of that name operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement;

"Announcement" means this announcement including, but not limited to, the Appendix and the information contained therein;

"Appendix" means the appendix to this Announcement and which forms part of this Announcement;

"Board" or "Directors" means the directors of the Company as at the date of this Announcement;

"Bookbuild" means the accelerated book building process to be undertaken by Stifel;

"Bookrunner" means Stifel, acting as sole bookrunner in connection with the Placing;

"Circular" means the circular to shareholders of the Company, incorporating the Notice of General Meeting, expected to the published and despatched on 26 April 2021;

"Company" means Osirium Technologies plc, a public limited company incorporated in England with company number 09854713;

"Convertible Loan Notes" means the Company's £2,700,000 Convertible Unsecured 7.5% Notes due 2024 created by Instrument dated 21 October 2019;

"CREST" means the system administered by Euroclear UK & Ireland Limited;

"EEA" means the European Economic Area;

"EU Prospectus Regulation" means the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market as may be amended from time to time;

"EU Qualified Investors" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "EU Qualified Investor" is the singular version of that term);

"EU Relevant Persons" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "EU Relevant Person" is the singular version of that term);

"EUWA" means the European Withdrawal Act 2018;

"Exchange Information" has the meaning set out in warranty 12 of the Appendix;

"FCA" means the UK Financial Conduct Authority;

"First Admission" means admission of the First Placing Shares to trading on AIM in accordance with the AIM Rules for Companies;

"First Placing" means the placing of the First Placing Shares at the Placing Price by Stifel pursuant to the terms of the Placing Agreement;

"First Placing Shares" means up to 3,899,100 Placing Shares proposed to be issued by the Company to Placees pursuant to the First Placing;

"FSMA" means the Financial Services and Markets Act 2000 (as may be amended from time to time);

"General Meeting" means the general meeting of the Company expected to be held at 11.00 a.m. on 12 May 2021;

"Group" means the Company and its subsidiary undertaking;

"LIBOR" means the London Interbank Offered Rate;

"London Stock Exchange" means the London Stock Exchange plc;

"Notice of General Meeting" means the notice of the General Meeting set out at the end of the Circular;

"Ordinary Shares" means the ordinary shares of 1p each in the capital of the Company;

"PAM" means privileged access management;

"Placee" means a person who is invited to and chooses to participate in the Placing by making or accepting an offer to acquire Placing Shares;

"Placing" means a placing by the Company of the Placing Shares at the Placing Price to raise a minimum of £1.93 million (before expenses);

"Placing Agreement" means the agreement dated 22 April 2021 and entered into between Stifel and the Company;

"Placing Price" means the price of 22 pence per Placing Share;

"Placing Shares" means a minimum of 8,772,725 new Ordinary Shares that the Company will allot pursuant to the Placing, being the First Placing Shares and Second Placing Shares;

"Regulatory Information Service" has the meaning given to it in the AIM Rules;

"Relevant Member State" means a member state of the EEA which has implemented the EU Prospectus Regulation and "Relevant Member States" means more than one Relevant Member State;

"Second Admission" means admission of the Second Placing Shares and the Subscription Shares to trading on AIM in accordance with the AIM Rules for Companies;

"Second Placing" means the placing of the Second Placing Shares at the Placing Price by Stifel pursuant to the terms of the Placing Agreement;

 "Second Placing Shares" means a minimum of 4,873,625 Placing Shares proposed to be issued by the Company to Placees pursuant to the Second Placing;

"Stifel" means Stifel Nicolaus Europe Limited;

"Subscription" means the subscription by certain Directors of the Company, of the Subscription Shares at the Placing Price;

"Subscription Shares" means the 318,185 new Ordinary Shares subscribed for under the Subscription;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"UK MAR" means the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("EUWA") and as modified by or under the EUWA or other domestic law (including but not limited to the Market Abuse (Amendment) (EU Exit) Regulations 2019/310) and as may be amended from time to time;

"UK Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as it forms part of the law of England and Wales by virtue of section 3 of the EUWA and as modified by or under the EUWA or other domestic law and as may be amended from time to time;

"UK Qualified Investors" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "UK Qualified Investor" is the singular version of that term);

"UK Relevant Persons" has the meaning given to it within the capitalised text at the beginning of the Appendix (and accordingly "UK Relevant Person" is the singular version of that term);

"US" means the United States of America; and

"US Securities Act" means the US Securities Act of 1933, as may be amended from time to time.

 

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[1] Based on Mordor Research, Digital Process Automation Market Size - Growth, Trends, Covid-19 Impact and Forecasts (2021 - 2026)

[2] Kuppinger Cole, Leadership Compass, Privileged Access Management, May 2020

[3]Based on Mordor Research, Digital Process Automation Market Size - Growth, Trends, Covid-19 Impact and Forecasts (2021 - 2026)

 

END

 

 

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