Fundraising

RNS Number : 2904E

Parsley Box Group PLC

10 March 2022

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF PARSLEY BOX GROUP PLC IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) 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.

Parsley Box Group plc

("Parsley Box" or the "Company")

Equity Fundraising of £5.9 million

and

Open Offer to raise up to £1.1 million

Parsley Box Group plc (AIM: MEAL), the direct to consumer provider of ready meals focused on the Baby Boomer+ demographic, announces a proposed equity fundraising of approximately £5.9 million (the "Fundraising") by way of a placing (the "Placing") and subscription (the "Subscription") at a price per share of 20 pence (the "Issue Price"). The Company also announces it will be making an Open Offer to Qualifying Shareholders at the Issue Price to raise up to £1.1 million (the "Open Offer").

The Company's Directors and associates intend to participate, in aggregate, £4.2 million of the Fundraising.

The Issue Price represents a premium of approximately 11.1 per cent. to the closing share price on 9 March 2022 (being the latest practicable date prior to this Announcement). The Fundraising is not being underwritten.

Reasons for the Fundraising and Use of Proceeds

The proceeds of the Fundraising will be used to:

· Targeted new customer acquisition

· Develop an online customer journey tailored to our demographic

· Develop a membership program to start a customer community

· Product development for food, food + and beyond food strategy

· Open offer funds will be used to strengthen the balance sheet and general working capital to support a 4-year-old scale up business

The growth strategy is designed to increase revenues from high-quality customers which aid the Company in achieving EBITDA profitability.

The Fundraising and the Open Offer

The Fundraising at the Issue Price will be subject to the approval of shareholders to be sought at a General Meeting. The net cash proceeds of the Fundraising will be approximately £5.6 million.

Details of the General Meeting will be set out in the Circular expected to be sent to shareholders after conclusion of the Fundraising in due course. The date of the General Meeting will be confirmed at that time.

finnCap Ltd ("finnCap") are acting as nominated adviser and broker in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement (as defined below), in accordance with the terms and conditions set out in Appendix II to this Announcement.

The timing for the close of the Bookbuild and allocation of the Fundraising shares shall be at the discretion of finnCap, in consultation with the Company. The final number of Fundraising Shares will be agreed by finnCap and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter.

In addition, in order to ensure Qualifying Shareholders have the opportunity to participate in the equity financing at the Issue Price, the Company will also be conducting an Open Offer, on the basis of 3 Open Offer Shares for every 23 Ordinary Shares held on the Record Date, to raise gross proceeds of up to £1.1 million for the Company. The Open Offer will be made to Qualifying Shareholders pursuant to the Circular. Shareholders subscribing for their full entitlement under the Open Offer may also apply for additional Open Offer Shares through the Excess Application Facility. The Open Offer is primarily aimed at those Qualifying Shareholders who are not given the opportunity to participate in the Placing.

The Open Offer will not be underwritten so if there is no take up by Qualifying Shareholders, no additional proceeds will be received by Parsley Box pursuant to the Open Offer element of the Fundraising.

The Fundraising and the Open Offer are conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting and upon the Placing, Subscription and Open Offer Agreement not having been terminated and becoming unconditional. The Company intends to publish and send a circular (the "Circular") to Shareholders in due course, which will contain a notice convening the General Meeting and proposing the necessary resolutions to authorise the Directors to allot the Placing and Subscription Shares and the Open Offer Shares for cash free of statutory pre-emption rights. It will also contain the terms and conditions of the Open Offer. The Circular will be available on the Company's website after publication: https://corporate.parsleybox.com/ .

The Fundraising shares are not being made available to the public and are only available to Relevant Persons. The Open Offer Shares will only be available to Qualifying Shareholders.

Set out below in Appendix I is an extract from the draft Circular that is proposed to be sent to Shareholders in due course.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix II to this Announcement. Further information relating to the Fundraising and use of proceeds is set out in Appendix I to this Announcement.

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

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix III.

The ticker for the Company's ordinary shares is MEAL. The Company's LEI is 21380011BEY3JSQ3AU68.

Enquiries:

Parsley Box

Holly McComb, CFO

Tel: 0131 608 1990

FinnCap (Nominated Adviser and Broker)

Matt Goode/ Charlie Beeson (Corporate Finance)

Tim Redfern/Charlotte Sutcliffe (ECM)

Tel: 020 7220 0500

Notes to editors:

Parsley Box delivers ready meals direct to the underserved Baby Boomer+ consumer, broadly defined as those aged 60 and over. Its mission is to champion and empower the over 60s. The core product range comprises over 60 single portion sized meals spanning various cuisines.

The Baby Boomer+ demographic is growing rapidly; it represented c.24 per cent. of the UK population (16.2 million people) in 2019 and is the only age demographic that is forecast to grow materially in the next 10 years (source: Government Office for Science, Future of an Ageing Population). Parsley Box was founded in March 2017 to specifically target this highly attractive fast-growing market.

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN DESTINY PHARMA PLC.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Broker or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") 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. Persons into whose possession this Announcement comes are required by the Company and the Broker to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and 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, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, 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 from 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 the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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 such action.

This Announcement may contain, or may be deemed to contain, "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. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. 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 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.

finnCap 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 or any other matters referred to in this Announcement, and finnCap will not be responsible to anyone 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.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Broker or by any of their respective Representatives 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 therefor is expressly disclaimed.

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

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

The New Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of 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.

Information to Distributors

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

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Shares and determining appropriate distribution channels.

APPENDIX I - EXTRACTS FROM THE CIRCULAR

1. Background to and Reasons for the Fundraising

Parsley Box is a DTC ready meal provider targeting the growing and underserviced older demographic. The Company is a nascent, high growth business benefiting from being a trusted brand with a loyal customer base. It promotes, supports and celebrates independent living and wellbeing for the over 65s. The Company has shown fast growth over the past four years despite some growing pains since the IPO last year, with a growing repeat customer base and an increasing AOV, as reflected in the table below:

	FY 2021	FY 2020
Repeat Order Numbers ('000)	488	425
Active Customers ('000)	167	154
Repeat Customer Average Order Value (£)	42.51	41.28
Repeat Revenue (£ million)	20.7	17.5

Repeat customer revenue accounted for 80% of FY 2021 revenue, an increase of 18% from FY 2020. Average order value grew 8% from FY 2020 despite the supply chain issues experienced in H2 2021.

Parsley Box has experienced a challenging first year as a listed company, but has taken important learnings from this. During the second half of 2021, the Company, together with the wider retail sector, experienced labour issues throughout supply chains and was significantly restricted by stock availability. As a result, the Board took the decision to reduce investment in marketing until the supply chain constraints receded. Although this minimised customer service disruption from low stock, new customer revenue growth stalled and the lack of stock negatively impacted AOV. Parsley Box is working collaboratively with its key suppliers and received good support in rebuilding stock levels. The Company is currently transitioning to a new lead supplier. That transition is due to complete in Q1 2022. These collaborative measures are expected to increase stock holding and improve timely supply.

FY 2021 new customer revenue growth stalled from the cut back on marketing spend, and the Company is now refocusing on targeting higher LTV customers as a result of the challenging H2 2021. Parsley Box's key priority is enhancing the return from existing customers through the following:

· Increase AOV: targeting >25% improvement in repeat order AOV in FY 2022 to around £53

· Improve repeat order frequency: targeting 5 orders per year

The Company also plans to enhance its return on marketing spend by focusing new customer acquisition on core customer segments to control CAC. It is expected this will result in a lower number of new customers, but of a higher quality with regard to their increased LTV. The CAC ratio is a strategic priority for the Company, with a target of >3x.

Parsley Box has focused time and investment on understanding its core customer segments, with the propensity for high consumption of the product range. The Board believes Parsley Box can identify, acquire and retain high value and profitable customers in order to accelerate growth.

The Company has identified 5 core target segments which are detailed below:

Segment*	Market Share	Number of Households (Millions)	Number of active customers (000's)	Consumer Type	Income position
Senior Security	2%	2.1	45	Retired Singles & couples	Affluent
Vintage Value	2%	1.7	31	Retired & Largely Single	Modest Income
Rural Reality	<1%	2	12	Rural	Modest Income
Country Living	1%	2	17	Rural	Affluent
Prestige Position	<1%	1.9	11	Upmarket lifestyle	Affluent

*As defined by Experian Mosaic Profiling

In order to increase in AOV and repeat order frequency, the Company has adopted a flexible evolving marketing mix aimed at the target demographic driving market share in core segments with positive contributions.

Parsley Box's growth strategy can be broken down into three segments:

· Food: new items introduced every quarter, meals for 2, drinks, bakery and sides

· Food+: gifting, further product line expansion, high repeat categories, selective acquisitions

· Beyond Food: brand leveraging, service model partnerships

Product innovation is at the heart of the Company's growth strategy and the Board expects the expansion of drinks, sides, gifts and extras to drive customer acquisition and retention. The Company anticipates the release of new items every quarter to drive basket size and order frequency.

The Group has invested in a new management team to implement the food, food+, beyond food strategy. In December 2021 the Company announced the hire of Managing Director of Simon Russell, formerly of John Lewis, who will be responsible for customer service, product development and the day-to-day running of the UK business. The appointment enables Chief Executive, Kevin Dorren, to increase his focus on developing the Group's business and in particular strategic growth opportunities.

2. Use of proceeds

The Company is proposing to raise gross proceeds of approximately £5.9 million from the Fundraising. The net cash proceeds of approximately £5.6 million are intended to be used to accelerate and expand its growth strategy focusing on:

· Targeted new customer acquisition - c.£3.5 million

· Develop an online customer journey tailored to our demographic & develop a membership program to start a customer community - c.£1.1 million

· Product development for food, food + and beyond food strategy - c.£1 million

· Open offer funds will be used to strengthen the balance sheet and general working capital to support a 4-year-old scale up business

The growth strategy is designed to increase revenues from high-quality customers which aide the Company in achieving EBITDA profitability.

3. Current trading and financial position

The Group's current focus is executing on plan to maximise return on marketing spend. There has been a positive start to the new acquisition strategy, with 72% of January 2022 new customers from the targeted segments, up from 57% in FY21. Despite limited stock availability, repeat revenue and AOV did increase over the course of 2021 and AOV has also shown growth over the first five weeks of FY22 as the Group sees supply chain constraints easing.

4. Details of the Fundraising

The Company proposes to raise approximately £5.9 million (before expenses) and net cash proceeds of approximately £5.6 million by means of the Fundraising. The Issue Price represents a premium of 11.1 per cent. to the closing mid-market price of an Ordinary Share of 18 pence on 9 March 2022, being the Business Day prior to the announcement of the Fundraising.

The Fundraising shares shall, when issued, rank in full for any dividend or other distribution declared, made or paid after Admission and otherwise equally in all respects with the Existing Ordinary Shares.

Pursuant to the terms of the Placing Agreement, finnCap as agent for the Company , has agreed to use its reasonable endeavours to procur e placees for the Placing Shares at the Issue Price. T he Placing Agreement contains warranties from the Company in favour of finnCap in relation to, inter alia, the accuracy of the information contained in the documents relating to the Placing and certain other matters relating to the Company and its business. In addition, the Company has agreed to indemnify finnCap in relation to certain liabilities that it may incur in respect of the Placing. finnCap may terminate the Placing Agreement in certain circumstances (including for breach of warranty at any time prior to Admission, if such breach is reasonably considered by finnCap to be material in the context of the Placing) and in the event of a force majeure event or material adverse change occurring at any time prior to Admission.

5. Historical Financial Information

Income Statement

£'000	Year ending 31-Dec-19 Unaudited	Year ending 31-Dec-20 Unaudited	Year ending 31-Dec-21 Unaudited

Revenue	7,386	24,376	25,456
Product cost	3,911	12,220	12,984
Product margin %	47%	50%	49%
Other cost of sales	1,626	5,365	5,921
Gross profit	1,849	6,791	6,551
Gross profit %	25%	28%	26%
Marketing	2,554	5,843	8,301
Other overheads	1,404	3,115	5,360
Adj EBITDA	(2,109)	(2,167)	(7,110)
IPO costs	-	-	1,064
Depreciation	78	423	776
Adj EBIT*	(2,187)	(2,590)	(8,950)

*adjusted for share based payments

Balance Sheet

£'000	As at 31-Dec-19 Unaudited	As at 31-Dec-20 Unaudited	As at 31-Dec-21 Unaudited

Non-current assets	384	955	372
Current assets:
Stock	931	1,484	1,179
Debtors & prepayments	390	530	247
Cash	2,480	914	2,521
Total current assets	3,801	2,927	3,947
Current liabilities	2,059	4,292	3,203
Non-current liabilities	153	213	-
Net assets/(liabilities)	1,973	(622)	1,116
Total equity and reserves	1,973	(622)	1,116

Cashflow Statement

£'000		Year ending 31-Dec-19 Unaudited	Year ending 31-Dec-20 Unaudited	Year ending 31-Dec-21 Unaudited

Loss before tax	(2,186)		(3,180)	(9,745)
Non-cash & working capital adjustments	363		2,147	1,468
Net cash from operating activities	(1,823)		(1,033)	(8,277)
Net cash from investment activities	(39)		(155)	(192)
Net cash from financing activities	4,250		(378)	10,076
Net change in cash	2,388		(1,566)	1,607
Cash at start	92		2,480	914
Cash at end	2,480		914	2,521

APPENDIX II - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS " ANNOUNCEMENT " ) (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE " EEA " ), 'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE " EU PROSPECTUS REGULATION " ); (B) IF IN THE UNITED KINGDOM, 'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE " UK PROSPECTUS REGULATION " ) AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE " ORDER " ) OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER, (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED OR (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B), (C) AND (D) TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS " ).

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

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the " US Securities Act " ) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States.

This Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.

Each Placee should consult with its own advisors as to legal, tax, business and related aspects of a subscription for New Ordinary Shares.

The distribution of this Announcement and/or the Placing and/or the issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, finnCap or any of their respective affiliates, agents directors, officers or employees that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and finnCap to inform themselves about and to observe any such restrictions.

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, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.

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, the Japanese Ministry of Finance or the Financial Markets Authority in New Zealand; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the EEA.

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

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.

By participating in the Bookbuild and/or 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 New Ordinary Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in the United Kingdom who acquires any New Ordinary Shares pursuant to the Placing:

(a) it is a 'Qualified Investor' within the meaning of Article 2(e) of the UK Prospectus Regulation;

(b) if it is not a 'Qualified Investor' within the meaning of Article 2(e) of the UK Prospectus Regulation, its participation in the Placing has been specifically agreed with finnCap in writing;

(c) in the case of any New Ordinary Shares acquired by it as a 'financial intermediary', as that term is used in Article 5(1) of the UK Prospectus Regulation:-

(i) the New Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than 'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus Regulation) or in circumstances in which the prior consent of finnCap have been given to the offer or resale;

(ii) where New Ordinary Shares have been acquired by it on behalf of persons in the United Kingdom other than 'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus Regulation), the offer of those New Ordinary Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

3. in the case of a Relevant Person in a member state of the EEA (each, a " Relevant Member State " ) who acquires any New Ordinary Shares pursuant to the Placing:

(a) it is a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;

(b) if it is not a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation, its participation in the Placing has been specifically agreed with finnCap in writing;

(c) in the case of any New Ordinary Shares acquired by it as a 'financial intermediary', as that term is used in Article 5(1) of the EU Prospectus Regulation:-

(i) the New Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than 'Qualified Investors' (within the meaning of Article 2(e) of the EU Prospectus Regulation) or in circumstances in which the prior consent of finnCap have been given to the offer or resale;

(ii) where New Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than 'Qualified Investors' (within the meaning of Article 2(e) of the EU Prospectus Regulation), the offer of those New Ordinary Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4. it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

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

6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 4 above) is located outside the United States and is acquiring the New Ordinary Shares in an 'offshore transaction' as defined in, and in accordance with, Regulation S under the US Securities Act ( " Regulation S " ); and

7. it has not offered, sold or delivered and will not offer to sell or deliver any of the New Ordinary Shares to persons within the United States, directly or indirectly; neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the New Ordinary Shares; and it is not taking up the New Ordinary Shares for resale in or into the United States.

No prospectus

The New Ordinary Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the New Ordinary Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the New Ordinary Shares and the Placing based on the information contained in this Announcement, the announcement of the closing of the Placing (the " Bookbuild Results Announcement " ) (together, the " Placing Documents " ) and any other information publicly announced through a regulatory information service ( " RIS " ) by or on behalf of the Company on or prior to the date of this Announcement (the " Publicly Available Information " ) and subject to any further terms set forth in the contract note sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of finnCap or the Company or any other person and neither finnCap, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the New Ordinary Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the New Ordinary Shares

finnCap has today entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, finnCap, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for up to 29,618,000 Ordinary Shares (the " New Ordinary Shares " ).

The final number of New Ordinary Shares at the Issue Price will be determined following completion of the Bookbuild as set out in this Announcement.

Further details of the placing procedure and terms on which the New Ordinary Shares are being offered are set out below.

The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application for Admission to AIM

Application will be made to London Stock Exchange plc (the " London Stock Exchange " ) for the admission of the New Ordinary Shares to trading on AIM ( " Admission " ).

It is expected that Admission of the New Ordinary Shares will occur at 8.00 a.m. on 31 March 2022 (or such later time and/or date as finnCap may agree with the Company) and that dealings in the New Ordinary Shares on AIM will commence at that time.

Bookbuild

finnCap will today commence the Bookbuild to determine demand for New Ordinary Shares by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any New Ordinary Shares.

finnCap shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1. finnCap is arranging the Placing as Broker and placing agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by finnCap. finnCap may itself agree to be a Placee in respect of all or some of the New Ordinary Shares or may nominate any member of its group to do so.

2. The number of New Ordinary Shares will be agreed by finnCap (in consultation with the Company) following completion of the Bookbuild. The number of New Ordinary Shares to be issued will be announced on an RIS following the completion of the Bookbuild via the Bookbuild Results Announcement.

3. To participate in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at finnCap. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for at the Issue Price. finnCap reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids will be at finnCap's absolute discretion, subject to agreement with the Company.

4. The Bookbuild is expected to close no later than 6.00 p.m. today but may be closed earlier or later at the sole discretion of finnCap. finnCap may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of finnCap) to reduce the number of New Ordinary Shares to be issued pursuant to the Placing, in its absolute discretion.

5. Allocations of the New Ordinary Shares will be determined by finnCap after consultation with the Company (the proposed allocations having been supplied by finnCap to the Company in advance of such consultation). Allocations in respect of the New Ordinary Shares will be confirmed orally by finnCap and a contract note will be dispatched as soon as possible thereafter. A Broker's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of finnCap and the Company, on the terms and conditions set out herein and in accordance with the Company's articles of association to subscribe for such number of New Ordinary Shares as are confirmed by finnCap and to pay in cleared funds an amount equal to the number of New Ordinary Shares for which such Placee has agreed to subscribe. Except with finnCap's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

6. As set out above, each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by finnCap. The terms of this Appendix will be deemed incorporated in that contract note.

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

8. All obligations under the Bookbuild and/or the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under the heading 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Right to terminate under the Placing Agreement'.

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

10. To the fullest extent permissible by law and the applicable rules of the FCA, neither finnCap, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither finnCap, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of finnCap's conduct of the Placing or of such alternative method of effecting the Placing as finnCap and the Company may determine.

11. The New Ordinary Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for New Ordinary Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or finnCap's conduct of the Placing.

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

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. finnCap's obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the " Conditions " ):

1. the publication and dispatch of the Circular by the Company by 5.00 p.m. on 15 March 2022 (or such later time and date as the Company and finnCap may agree);

2. the passing of the resolutions numbered 1 and 2 required to complete the Fundraising at the General Meeting (without material amendment);

3. the Company having complied, in the opinion of finnCap (acting in good faith), with all of its obligations under the Placing Agreement (to the extent that such obligations fall to be performed before Admission and there having occurred no material default or breach by the Company of its terms at any time immediately prior to Admission);

4. none of the warranties contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any respect at any time before the Placing Agreement would otherwise become unconditional and no fact, matter or circumstance having arisen which would render any such warranties untrue, inaccurate or misleading at any time (by reference to facts, matters and circumstances subsisting from time to time);

5. Admission occurring no later than 8.00 a.m. on 31 March 2022 (or such later time and/or date, not being later than 8.00 a.m. on 21 April 2022, as finnCap may otherwise agree with the Company).

finnCap may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of certain such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing Agreement relating to (amongst other things) Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by finnCap by the relevant time or date specified (or such later time or date as the Company and finnCap may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing Agreement', the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

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

Right to terminate under the Placing Agreement

finnCap is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if at any time before Admission:-

1. there shall develop, occur or come into effect any substantial change in national or international political, military, diplomatic, terrorist, monetary, industrial, economic, financial or stock market conditions (including a significant worsening in the UK in the spread or rate of infection of, or deaths directly due to, the COVID-19 coronavirus pandemic) or there shall occur or come about any disruption to the settlement of security transactions or the operation of payment or clearance services in the United Kingdom which, in the opinion of finnCap, acting in good faith, would be likely to prejudice the success of the Placing or which would make it impracticable or inadvisable to proceed with the Fundraising or with Admission;

2. there shall have been a material adverse change, or a development involving a prospective material adverse change, in or affecting the business, management, financial or trading position or prospects, shareholders' funds or results of the Company or any member of the Company's group whether or not arising in the ordinary course of business, which, in any such case, in the opinion of finnCap, acting in good faith, would be likely to prejudice materially the success of the Placing or which would make it impracticable or inadvisable to proceed with the Fundraising or with Admission;

3. the Company fails to comply in any material respect with its obligations under the Placing Agreement or under the terms of the Fundraising or with the requirements of any laws or regulations (including the AIM Company Rules) in relation to the Fundraising or Admission; or

4. finnCap becomes aware of any fact, matter or circumstance which could constitute a breach of the Warranties or which indicates that any of the Warranties could become untrue, inaccurate or misleading by reference to the facts and circumstances subsisting from time to time up to and including Admission; or

5. any of the Conditions shall have become incapable of fulfilment before 21 April 2022 and has not been extended or waived as provided in the Placing Agreement; or

6. it comes to the notice of finnCap that any statement contained in any of the Placing Documents is or has become untrue, incorrect or misleading which finnCap considers to be material in the context of the Placing and/or Admission or that matters have arisen which would, if the Placing Documents were issued at that time, constitute an omission therefrom which finnCap considers to be material in the context of the Fundraising and/or Admission, and such matter may not, in the opinion of finnCap, be addressed by the publication of a further document or the making of an announcement.

Upon termination, finnCap shall be released and discharged (except for any liability arising before or in relation to such termination) from its obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If finnCap terminates its obligations under the Placing Agreement, then the Placing Agreement shall cease and terminate and the Placing will not proceed.

By participating in the Placing, each Placee agrees that (i) the exercise by finnCap of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of finnCap and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under the heading 'Right to terminate under the Placing Agreement' and the heading 'Conditions of the Placing', and its participation will not be capable of rescission or termination by it after oral confirmation by finnCap of the allocation and commitments following the close of the Bookbuild.

Lock-up Arrangements

The Company has undertaken to finnCap that, between the date of the Placing Agreement and 4 months after Admission, it will not offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any shares of the Company, or any securities convertible into or exchangeable or carrying rights to acquire other shares of the Company, whether settled in cash or otherwise, without prior consent from finnCap. However, this undertaking shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice).

By participating in the Placing, Placees agree that the exercise by finnCap of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the lock-up provisions under the Placing Agreement shall be within the absolute discretion of finnCap and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Placing Procedure

Placees shall acquire the New Ordinary Shares to be issued pursuant to the Placing and any allocation of the New Ordinary Shares to be issued pursuant to the Placing will be notified to them on or around 10 March 2022 (or such other time and/or date as the Company and finnCap may agree).

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with the finnCap.

Registration and Settlement

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BNK9TZ56) following Admission will take place within the system administered by Euroclear UK & International Limited ( " CREST " ), subject to certain exceptions. finnCap reserves the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated New Ordinary Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with finnCap stating the number of New Ordinary Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to finnCap and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the New Ordinary Shares that it has in place with finnCap.

The Company will deliver the New Ordinary Shares to a CREST account operated by finnCap as agent for the Company and finnCap will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant New Ordinary Shares to that Placee against payment.

It is anticipated that settlement in respect of the New Ordinary Shares will take place on 31 March 2022 on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the London Interbank Offered Rate ( " LIBOR ") as determined by finnCap.

Each Placee is deemed to agree that, if it does not comply with these obligations, finnCap may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for finnCap'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 will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are issued 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 New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the New Ordinary Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), neither finnCap nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with finnCap (in its capacity as Broker and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for New Ordinary Shares, the following:

General

1. it has read and understood this Announcement in its entirety and its subscription for New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Placing, the Company, the New Ordinary Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2. the person whom it specifies for registration as holder of the New Ordinary Shares will be (a) itself or (b) its nominee, as the case may be. Neither finnCap nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ( " Indemnified Taxes " ). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and finnCap on an after-tax basis in respect of any Indemnified Taxes;

3. neither finnCap nor any of its affiliates, agents, directors, officers and employees accept any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than finnCap) in connection with the Placing;

4. time is of the essence as regards its obligations under this Announcement;

5. 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 finnCap;

No distribution of Announcement

6. it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;

No prospectus

7. no prospectus or other offering document is required under the UK Prospectus Regulation or the EU Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Placing or the New Ordinary Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the New Ordinary Shares;

Purchases by Broker for its own account

8. in connection with the Placing, finnCap and any of its affiliates acting as an investor for its own account may subscribe for New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such New Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the New Ordinary Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to finnCap or any of its affiliates acting in such capacity;

9. finnCap and its affiliates may enter into financing arrangements and swaps with investors in connection with which finnCap and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the New Ordinary Shares;

10. finnCap does not intend to disclose the extent of any investment or transactions referred to in paragraphs 8 and 9 above otherwise than in accordance with any legal or regulatory obligation to do so;

No fiduciary duty or client of finnCap

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

12. its participation in the Placing is on the basis that it is not and will not be a client of finnCap in connection with its participation in the Placing and that finnCap has no duties or responsibilities to it for providing the protections afforded to its respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

No responsibility of finnCap for information

13. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither finnCap nor its respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they 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 Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

Reliance on information regarding the Placing

14.

(a) the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to subscribe for New Ordinary Shares is contained in this Announcement, or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 14(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Ordinary Shares;

(b) it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by finnCap or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the New Ordinary Shares or the accuracy, completeness or adequacy of any information contained in this Announcement, or the Publicly Available Information or otherwise;

(c) neither finnCap, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the New Ordinary Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested finnCap, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and

(d) neither finnCap or the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement,

provided that nothing in this paragraph 14 excludes the liability of any person for fraudulent misrepresentation made by that person;

Conducted own investigation and due diligence

15. it may not rely, and has not relied, on any investigation that finnCap, any of its affiliates or any person acting on its behalf, may have conducted with respect to the New Ordinary Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the New Ordinary Shares or the accuracy, completeness or adequacy of the information in this Announcement, the Publicly Available Information or any other information;

16. in making any decision to subscribe for New Ordinary Shares it:-

(a) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the New Ordinary Shares;

(b) will not look to finnCap for all or part of any such loss it may suffer;

(c) is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the New Ordinary Shares;

(d) is able to sustain a complete loss of an investment in the New Ordinary Shares;

(e) has no need for liquidity with respect to its investment in the New Ordinary Shares;

(f) has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the New Ordinary Shares; and

(g) has conducted its own due diligence, examination, investigation and assessment of the Company, the New Ordinary Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

17. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

Capacity and authority

18. it is subscribing for the New Ordinary Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;

19. it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a) duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and

(b) and will remain liable to the Company and/or finnCap for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

20. it and any person acting on its behalf is entitled to subscribe for the New Ordinary Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of New Ordinary Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in finnCap, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

21. where it is subscribing for New Ordinary Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the New Ordinary Shares for each managed account;

22. it irrevocably appoints any duly authorised officer of finnCap 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 New Ordinary Shares for which it agrees to subscribe for upon the terms of this Announcement;

Excluded territories

23. the New Ordinary Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the New Ordinary Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

24. the New Ordinary Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, finnCap or any person acting on behalf of the Company or finnCap that would, or is intended to, permit a public offer of the New Ordinary Shares in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

25. unless otherwise specifically agreed with finnCap, it is not and at the time the New Ordinary Shares are subscribed for, neither it nor the beneficial owner of the New Ordinary Shares will be, a resident of, nor have an address in, Australia, Japan, New Zealand, the Republic of South Africa or any province or territory of Canada;

26. it may be asked to disclose in writing or orally to finnCap:

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

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

Compliance with US securities laws

27. it, and any prospective beneficial owner for whose account or benefit it is purchasing the New Ordinary Shares, is (i) located outside the United States and is acquiring the New Ordinary Shares in an 'offshore transaction' as defined in, and in accordance with, Regulation S; (ii) has not been offered to purchase or subscribe for New Ordinary Shares by means of any "directed selling efforts" as defined in Regulation S;

28. it understands that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;

29. 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;

Compliance with selling restrictions, the EU Prospectus Regulation and the UK Prospectus Regulation

30. if in the United Kingdom, it is a Relevant Person and unless otherwise specifically agreed with finnCap in writing, it is a Qualified Investor (as such term is defined in Article 2(e) of the UK Prospectus Regulation);

31. if in a Relevant Member State, it is a Relevant Person and unless otherwise specifically agreed with finnCap in writing, it is a Qualified Investor (as such term is defined in Article 2(e) of the EU Prospectus Regulation);

32. it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom except to 'Qualified Investors' (as such term is defined in Article 2(e) of the UK Prospectus Regulation) or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation;

33. it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in a Relevant Member State except to 'Qualified Investors' (as such term is defined in Article 2(e) of the EU Prospectus Regulation) or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA or the United Kingdom within the meaning of the EU Prospectus Regulation;

34. if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the New Ordinary Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than 'Qualified Investors' (as such term is defined in Article 2(e) of the UK Prospectus Regulation), or in circumstances in which the prior consent of finnCap has been given to each proposed offer or resale;

35. if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the New Ordinary Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Relevant Member State other than 'Qualified Investors' (as such term is defined in Article 2(e) of the EU Prospectus Regulation), or in circumstances in which the prior consent of finnCap has been given to each proposed offer or resale;

Compliance with FSMA, the UK financial promotion regime and UK MAR

36. if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of 'investment professionals' in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ( " High Net Worth Companies, Unincorporated Associations, etc. " ) of the Order, or (iii) to whom it may otherwise lawfully be communicated;

37. it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

38. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by finnCap in its capacity as an authorised person under section 21 of the 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;

39. it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the New Ordinary Shares (including all applicable provisions in FSMA and 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and any other implementing measures ( " UK MAR " )) in respect of anything done in, from or otherwise involving, the United Kingdom);

Compliance with laws

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

41. it is not a (i) a person named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (ii) a person subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations;

42. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the " Regulations " ) and the Money Laundering Sourcebook of the FCA and, if 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;

43. in order to ensure compliance with the Regulations, finnCap (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 finnCap or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the New Ordinary Shares may be retained at finnCap's absolute discretion or, where appropriate, delivery of the New Ordinary Shares to it in uncertificated form may be delayed at finnCap's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify finnCap (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either finnCap and/or the Company may, at its absolute discretion, terminate its 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;

Depositary receipts and clearance services

44. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary 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 (depositary receipts and clearance services) and that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance service;

Undertaking to make payment

45. it (and any person acting on its behalf) has the funds available to pay for the New Ordinary Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the New Ordinary Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as finnCap may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of New Ordinary Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's New Ordinary Shares;

Money held on account

46. any money held in an account with finnCap on behalf of the Placee and/or any person acting 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 the 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 finnCap's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

Allocation

47. its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to subscribe for, and that finnCap or the Company may call upon it to subscribe for a lower number of New Ordinary Shares, but in no event in aggregate more than the aforementioned maximum;

No recommendation

48. neither finnCap, nor any of its respective affiliates, nor any person acting on behalf of it, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;

Inside information

49. if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and associated delegated regulations and it has not:

(a) used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b) used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

Rights and remedies

50. the rights and remedies of the Company and finnCap under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and

Governing law and jurisdiction

51. these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by either the Company or finnCap 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.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as finnCap and are irrevocable. finnCap, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and finnCap to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

Indemnity

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, finnCap and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by finnCap, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.

Taxation

The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor finnCap will be responsible and the Placees shall indemnify the Company and finnCap on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or finnCap in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify finnCap accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for New Ordinary Shares.

The Company and finnCap are not liable to bear any taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify finnCap and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold finnCap and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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

The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

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

APPENDIX III - DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

"Admission"	the admission of the Placing Shares, Subscription Shares and Open Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	the market of that name operated by London Stock Exchange
"AIM Rules "	the AIM Rules for Companies, published by London Stock Exchange
"AOV"	average order value
"Application Form "	the application form for use by Qualifying Non-CREST Shareholders in connection with the Open Offer
"Board"	the board of directors of the Company
" CAC"	customer acquisition cost
"Company" or "Parsley Box"	Parsley Box Group plc
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear
"CREST Regulations "	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Dealing Day "	a day on which the London Stock Exchange is open for business in London
"Directors"	the directors of the Company
" DTC"	direct to consumer
" EFSL "	Equiniti Financial Services Limited, the regulated entity which provides the Share Account registered address Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, and authorised and regulated by the FCA
"Enlarged Issued Share Capital "	all of the Ordinary Shares in issue upon Admission of the New Ordinary Shares
" Equiniti"	Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA;
" Eur oclear "	Euroclear UK & International Limited, the operator of CREST
"Excess Application Facility "	the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer"	in respect of each Qualifying CREST Shareholder, his Excess Open Offer Entitlement
"Excess Open Offer Entitlements"	an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of this document
"Excess Shares "	Open Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility
" Existing Or dinary Shares "	the 42,269,893 existing ordinary shares of 1 penny each in issue at the date of this document, all of which are admitted to trading on AIM
"FCA"	the Financial Conduct Authority
"finnCap"	finnCap Ltd
" Form of Direction"	the form to be used by beneficial holders of Existing Ordinary Shares held in the Share Account to instruct EFSL as to how to vote at the general meeting
" Form of Instruction"	the personalised application form to be used by beneficial holders of Existing Ordinary Shares held in the Share Account to instruct EFSL with respect to participation in the Open Offer
"Form of Pr oxy "	the formof proxy foruse byShareholders inconnection withtheGeneralMeeting
"FSMA"	the Financial Services and Markets Act 2000
"Fundraising"	t ogether the Placing, the Subscription and the Open Offer
" Gr oup "	the gr oup comprising the Company and its subsidiary undertakings
"Issue Price"	20 pence per New Ordinary Share
"London Stock Exchange "	L ondon Stock Exchange plc
" LTV "	lifetime value
"Money Laundering Regulations "	Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Criminal Justice Act 2003 and the Proceeds of Crime Act 2002
"New Or dinary Shares "	t ogether , the Placing Shares, the Subscription Shares a nd the Open Of fer Shar e s
"Or dinary Shares "	o r d inary shares of 1 penny eachinthecapitaloftheCompany
"Open Offer "	the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CRESTShareholders,intheApplicationForm
"Open Offer Entitlement "	the individual entitlements of Qualifying Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares "	thenewOrdinarySharestobeissuedbythe CompanypursuanttotheOpenOffer
"Overseas Shareholders "	Shareholders with aregisteredaddressoutsidetheUnitedKingdom
"Placing"	the placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agr eement "	theagreementdated 9 March 2022 betweentheCompanyand finnCaprelating tothePlacing
"Placing Shares"	the new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Regulation"	means Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the pubic or admitted to trading on a regulated market
" Prospectus Regulation Rules "	the prospectus rules and regulations made by the FCA pursuant to section 73A of FSMA (as emended from time to time)
" Qualifying CREST Shareholders "	Qualifying Shareholders holding Existing Ordinary Shares in uncertificatedform
" Qualifying Non-CREST Shareholders"	QualifyingShareholdersholdingExistingOrdinarySharesin certificatedform
" Qualifying Shareholders "	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date, but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction
"Regulatory Information Service "	a serviceapprovedbytheFCAforthedistributiontothepublicof regulatoryannouncementsandincludedwithinthelistmaintainedontheFCA'swebsite
"Shareholders"	holders of Ordinary Shares
" Share Account"	the corporate sponsored nominee service provided by EFSL.
"Subscription"	the subscription to be made for the Subscription Shares each at the Issue Price
"Subscription Shares "	the new Ordinary Shares to be issued pursuant to the Subscription
"UK"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States "	the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction
"uncertificated" or " in uncertificated form"	an Ordinary Share recor ded on acompany'sshareregisterasbeing heldinuncertificatedforminCRESTandtitletowhich,byvirtueof theCRESTRegulations,maybetransferredbymeansofCREST
"£", "pounds sterling", "pence" or "p"	are references to the lawful currency of the United Kingdom
"€" or " Eur o s "	are references to alawfulcurrencyoftheEuropeanUnion

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

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Parsley Box Group ltd (MEAL.AMPX)

Friday, 11th October 2024

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