Launch of Placing via Accelerated Bookbuild

RNS Number : 0190M

Redx Pharma plc

18 May 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN REDX PHARMA PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

REDX PHARMA PLC

("Redx" or the "Company")

Launch of Placing to raise c.£30 million via Accelerated Bookbuild

Alderley Park, 18 May 2022 Redx (AIM: REDX), the clinical-stage biotechnology company focused on discovering and developing novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease, today announces that it is proposing to raise c.£30 million, before expenses, by way of a placing to institutional investors (the "Placing") of new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares"), at a price of 59 pence per Placing Share (the "Issue Price"). The net proceeds of the Placing will allow the Company to continue to progress its pipeline, as detailed below.

The Placing Shares are being offered by way of an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following the release of this Announcement. WG Partners LLP is acting as Global Coordinator and WG Partners LLP, Panmure Gordon (UK) Limited and Stifel Nicolaus Europe Limited are acting as joint bookrunners (together, the "Joint Bookrunners") in connection with the Placing.

A number of the Company's existing investors have indicated strong support for, and that they intend to participate in, the Placing.

Use of Proceeds

The Company is proposing to raise gross proceeds of c.£30 million through the Placing in order to fund the anticipated progression of its clinical development and research stage programmes to important value inflection points through 2023, thereby continuing the delivery of its stated strategy to drive shareholder value. Redx expects to use the net proceeds of the Placing, its existing cash resources and a risk-adjusted forecast of milestone income from partnered programmes due before the end of 2023 as follows:

· Report topline Phase 2 data from PORCUPINE and PORCUPINE2 clinical trials to establish human proof of concept of RXC004 as a monotherapy in patients with genetically selected microsatellite stable metastatic colorectal cancer (MSS mCRC), pancreatic cancer and unselected biliary cancer, as well as a combination therapy with an anti- PD-1 in MSS mCRC and biliary cancer;

· Report topline Phase 2a data from clinical trial with RXC007 to obtain early efficacy, safety, PK/PD in idiopathic pulmonary fibrosis (IPF). RXC007 is a highly selective Rho Associated Coiled-Coil Containing Protein Kinase 2 (ROCK2) inhibitor;

· Progress RXC008, a GI-targeted ROCK inhibitor, through preclinical development to IND submission for fibrostenotic Crohn's disease;

· Continue to advance the pipeline from the Redx discovery engine, leveraging Redx's core strength of medicinal chemistry expertise and proven ability to design molecules against validated targets to discover the next generation of differentiated drug candidates, with a goal of submitting three new wholly-owned INDs by 2025; and

· General and administrative working capital through 2023.

As the Company executes its business plan, the Board and management will continue to ensure that resources are allocated to allow progression of the project portfolio in the most efficient way and to assess options on an on-going basis to ensure that Redx extracts maximum value from its intellectual property. Following completion of the Placing, the Company estimates that it will have available cash of approximately £55.9 million.

Details of the Placing

A placing agreement has today been entered into between the Company and the Joint Bookrunners in connection with the Placing. The Placing is subject to the terms and conditions set out in Appendix I to this Announcement.

The Issue Price is equal to the Closing Price on the date of this Announcement.

The Bookbuild will open with immediate effect following this Announcement and is expected to close during the morning on the 19 May 2022. The timing for the close of the Bookbuild, the number of Placing Shares to be issued and allocation of the Placing Shares shall be at the discretion of the Company in consultation with the Joint Bookrunners. The result of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten (in whole or in part) by the Joint Bookrunners or any other person.

The issue of the Placing Shares is conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is expected to be convened for 11:00 a.m. on 6 June 2022 at 85 Gresham Street, London EC2V 7NQ. The notice convening the General Meeting will be set out in the Circular expected to be sent to Shareholders on 19 May 2022.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to shareholder approval at the General Meeting, Admission is expected to take place at or around 8:00 a.m. on 7 June 2022 and settlement of the Placing Shares is expected to take place on the same date.

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

It is anticipated that options over new Ordinary Shares will be granted to employees, including certain persons discharging managerial responsibilities, in connection with, and conditional on completion of, the Placing. These grants will be within the limits permitted under the Redx All Employee Share Option Scheme. A further announcement will be made by the Company in due course.

Appendix I sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including Appendix I) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I.

Set out in Appendix II to this Announcement (which forms part of this Announcement) is an adapted extract from the Circular proposed to be sent to Shareholders.

Capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III to this Announcement.

Certain other technical terms and abbreviations not otherwise defined in the text of this Announcement are defined in the glossary at Appendix IV to this Announcement.

This Announcement contains inside information for the purposes of Article 7 of UK MAR. In addition, market soundings (as defined in UK MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in UK MAR), as permitted by UK MAR. This inside information is set out in this Announcement and is now considered to be in the public domain. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

The person responsible for the release of this Announcement on behalf of the Company is Andrew Booth, Company Secretary.

For further information, please contact:

Redx Pharma plc Caitlin Pearson, Head of Communications ir@redxpharma.com UK Headquarters Lisa Anson, Chief Executive Officer	T: +44 (0)1625 469 918
US Office Peter Collum, Chief Financial Officer

SPARK Advisory Partners (Nominated Adviser)	T: +44 (0)203 368 3550
Matt Davis/ Adam Dawes

WG Partners LLP (Global Coordinator and Joint Bookrunner)	T: +44 (0)203 705 9330
Claes Spång/ Satheesh Nadarajah/ David Wilson

Panmure Gordon (UK) Limited (Joint Bookrunner)	T: +44 (0)207 886 2500
Rupert Dearden/ Freddy Crossley/ Emma Earl

Stifel Nicolaus Europe Limited (Joint Bookrunner)	T: +44 (0)207 710 7600
Nicholas Moore/ Samira Essebiyea/ William Palmer-Brown (Healthcare Investment Banking) Nick Adams (UK Investment Banking)

FTI Consulting	T: +44 (0)203 727 1000
Simon Conway/ Ciara Martin

About Redx Pharma plc

Redx Pharma (AIM: REDX) is a clinical-stage biotechnology company focused on the discovery and development of novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic diseases, aiming initially to progress them to clinical proof of concept before evaluating options for further development and potential value creation. Redx's lead oncology product candidate, the Porcupine inhibitor RXC004, commenced a Phase 2 programme in November 2021. The Company's selective ROCK2 inhibitor product candidate, RXC007, is in development for idiopathic pulmonary fibrosis and commenced a Phase 1 clinical trial in June 2021. Encouraging safety and pharmacokinetic data has been reported, and a Phase 2 clinical program is confirmed to start in 2022. Redx's third drug candidate, RXC008, a GI-targeted ROCK inhibitor for the treatment of fibrostenotic Crohn's disease, is currently in pre-IND stage, with Phase 1 clinical studies expected to commence in 2023.

The Company has a strong track record of discovering new drug candidates through its core strengths in medicinal chemistry and translational science, enabling the Company to discover and develop differentiated therapeutics against biologically or clinically validated targets. The Company's accomplishments are evidenced not only by its two wholly-owned clinical-stage product candidates and rapidly expanding pipeline, but also by its strategic transactions, including the sale of pirtobrutinib (RXC005, LOXO-305), a BTK inhibitor now in Phase 3 clinical development by Eli Lilly following its acquisition of Loxo Oncology and RXC006, a Porcupine inhibitor targeting fibrotic diseases including idiopathic pulmonary fibrosis (IPF), which AstraZeneca is progressing in a Phase 1 clinical study. In addition, Redx has forged collaborations with Jazz Pharmaceuticals.

To subscribe to Email Alerts from Redx, please visit: www.redxpharma.com/investor-centre/email-alerts/

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

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (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 REDX PHARMA PLC.

THIS ANNOUNCEMENT DOES NOT CONTAIN, CONSTITUTE OR FORM PART OF AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION TO WHO OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THE PLACING SHARES 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. THERE IS NO INTENTION TO REGISTER THE PLACING SHARES IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES. ANY OFFER AND SALES IN THE UNITED STATES WILL BE MADE ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN RELIANCE ON RULE 144A OR ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN COMPLIANCE WITH, REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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, NEW ZEALAND, 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 FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN 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 Joint Bookrunners 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 Joint Bookrunners to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate, from the requirement to produce a prospectus. 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.

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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, the losses the Company has incurred since its inception and the losses that it may incur in the future, the expectation that the Company may not generate any material income until its pipeline of products is progressed commercially, the need to raise additional funding in the future which may not be available on acceptable terms, or at all, and any failure by the Company to obtain exclusivity or intellectual property rights for its product candidates or preventing others from developing similar competitive products . 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.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as Joint Bookrunner and for no one else in connection with the accelerated bookbuilding process (the "Bookbuilding Process") and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of WG Partners or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as Joint Bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Panmure Gordon or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as Joint Bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Stifel or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

SPARK, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as its nominated adviser and for no one else in connection with the matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of SPARK or for providing advice to any other person in relation to the Bookbuilding Process and 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 Joint Bookrunners 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 Placing 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.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of 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 Placing 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 Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 Placing Shares.

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

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

APPENDIX I - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

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

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

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Joint Bookrunners and the Company that:

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

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

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

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

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing 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 State") who acquires any Placing Shares pursuant to the Placing:

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

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

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners have been given to the offer or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, 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 I;

6. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is:

(a) outside of the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; or

(b)

(i) a QIB; or

(ii) if you are acquiring the securities as a fiduciary or agent for one or more investor accounts, each such account is a "qualified institutional buyer", you have investment discretion with respect to each such account and you have full power and authority to make the acknowledgments, representations and agreements herein on behalf of each such account,

and you will execute and deliver an investor representation letter in the form provided to it by the Joint Bookrunners (and "Investor Representation Letter") prior to the allocation of the Placing Shares; and

(c) not subscribing for or acquiring the Securities as a result of any directed selling efforts (as defined in Regulation S under the Securities Act) or as a result of any general solicitation or general advertising (within the meaning of Regulation D under the Securities Act); and

7. the Company and the Joint Bookrunners will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require 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 Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service by the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set out in the contract note, electronic trade confirmation or other (oral or written) confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement 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 the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners have 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, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will 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 in respect of such Existing Ordinary Shares after the date of issue of the Placing Shares.

Lock-up

As part of the Placing, the Company has agreed that it will not for a period of 90 days after (but including) Admission, directly or indirectly, allot, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of or create an encumbrance over, any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein, deposit any equity securities (or any securities convertible into or exchangeable for equity securities or which carry rights to subscribe or purchase equity securities) in any depositary receipt facility or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the Placing Shares to be issued by the Company pursuant to the Placing, the grant or exercise of options under any of the Company's existing share incentives and share option schemes (including to members or senior management and/or employees) or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security (including secured convertible loan notes) already in existence or the issue of equity securities in connection with a transaction or proposal that is referred to in the Circular.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place at 8.00 a.m. on 7 June 2022 and that dealings in the Placing Shares on AIM will commence at the same time.

The Bookbuilding Process

The Joint Bookrunners will commence the Bookbuilding Process to determine demand for participation in the Placing by Placees immediately following the publication of this Announcement. This Appendix I gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

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

Principal terms of the Bookbuilding Process and Placing

1. The Joint Bookrunners are acting as joint bookrunners to the Placing, as agents for and on behalf of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their respective affiliates are entitled to enter bids in the Bookbuilding Process.

3. The price per Placing Share (the "Placing Price") is fixed at 59 pence and is payable to the Joint Bookrunners (as agents for the Company) by all Placees whose bids are successful. The number of Placing Shares will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuilding Process. The number of Placing Shares will be announced by the Company (such announcement being the "Placing Results Announcement") following the entry into the Placing Agreement by the Company and the Joint Bookrunners and completion of the Bookbuilding Process.

4. To bid in the Bookbuilding Process, Placees should communicate their bid by telephone or email to their usual sales contact at either Joint Bookrunner. Each bid should state the number of Ordinary Shares which a Placee wishes to acquire at the Placing Price. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 9 below. The Joint Bookrunners are arranging the Placing severally and not jointly or jointly and severally as agents of the Company.

5. The Bookbuilding Process is expected to close no later than 5.00 p.m. on 19 May 2022 but may be closed earlier or later subject to the agreement of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed. The Company reserves the right (upon agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its discretion.

6. The allocation of the Placing Shares amongst the Placees will be determined in accordance with the provisions of the Placing Agreement with each Placee's allocation confirmed to Placees either orally or by email by the Joint Bookrunners. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at the discretion of the Company, in consultation with the Joint Bookrunners, and may scale down any bids for this purpose on the basis referred to in paragraph 9 below. The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each Placee of an Investor Representation Letter.

7. The Company will release the Placing Results Announcement following the close of the Bookbuilding Process detailing the aggregate number of the Placing Shares to be issued.

8. Each Placee's allocation and commitment will be evidenced by a contract note, electronic trade confirmation or other (oral or written) confirmation (including by email) issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix I will be deemed incorporated in that contract note, electronic trade confirmation or other (oral or written) confirmation.

9. Subject to paragraphs 4 , 5 and 6 above, each Joint Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. The Joint Bookrunners may also, notwithstanding paragraphs 4 , 5 and 6 above, subject to the prior consent of the Company:

(a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and

(b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

10. A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Appendix I and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Following the relevant Joint Bookrunner's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

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

13. All obligations under the Bookbuilding Process and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

15. To the fullest extent permissible by law and applicable FCA rules and regulations, neither:

(a) the Joint Bookrunners;

(b) any of their respective Representatives; nor

(c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Joint Bookrunners),

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Joint Bookrunners nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note, electronic trade confirmation or other (oral or written) confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to the relevant Joint Bookrunner.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Joint Bookrunner (or, in the case of WG Partners, WH Ireland Limited (the "Settlement Agent"), as settlement agent for WG Partners) in accordance with either the standing CREST or certificated settlement instructions which it has in place with the relevant Joint Bookrunner or Settlement Agent.

Settlement of transactions in the Placing Shares (ISIN: GB00BSNB6S51) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 7 June 2022 (the "Settlement Date") in accordance with the contract notes or electronic trade confirmations. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above the prevailing base rate of Barclays Bank plc as determined by the Joint Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which the relevant Joint Bookrunner lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note, electronic trade confirmation or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom 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 Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer or agreement to transfer Placing Shares), the Company shall not be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of the Joint Bookrunners under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a) the resolutions numbered 1 and 3 in the notice of the General Meeting having been duly passed (without amendment) at the General Meeting (or at any adjournment thereof);

(b) the Company complying, in all material respects, with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;

(c) the Company and the Joint Bookrunners agreeing the final number of Placing Shares and executing the Results Agreement no later than 5.00 p.m. on the business day immediately following date of this Announcement (or such later time and/or date as the Joint Bookrunners may agree with the Company);

(d) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(e) Admission having become effective at or before 8.00 a.m. on 7 June 2022 or such later time as the Joint Bookrunners may agree with the Company (but in any event not later than 8.00 a.m. on 21 June 2022),

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

If any of the Conditions are not fulfilled or, where permitted, waived by the Joint Bookrunners in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

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

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the Conditions in whole or in part, or extend the time provided for fulfilment of one or more Conditions, save that certain Conditions including the condition relating to Admission referred to in paragraph (e) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix I.

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

Neither the Joint Bookrunners nor any of their respective affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them 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 the Joint Bookrunners.

Termination of the Placing

Each Joint Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a) there has, in the opinion of the relevant Joint Bookrunner (acting in good faith), been a breach of the warranties given to it;

(b) there has, in the opinion of the relevant Joint Bookrunner (acting in good faith), been a material adverse change;

(c) any statement contained in this Announcement, the Placing Results Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate in any material respect or misleading in any material respect; or

(d) in the opinion of the relevant Joint Bookrunner (acting in good faith), there has been a force majeure event.

If one or more Joint Bookrunners (the "Withdrawing Joint Bookrunner(s)") but not all Joint Bookrunners serves notice to terminate the Placing Agreement, the other Joint Bookrunner(s) (the "Continuing Joint Bookrunner(s)") may, in its or their absolute discretion and without obligation, within 24 hours thereafter elect, by giving notice to Redx Pharma plc, to allow the Placing to proceed on the basis that the Continuing Joint Bookrunner(s) shall assume any and all obligations of the Withdrawing Joint Bookrunner(s) save as regards any breach of the terms of the Placing Agreement by the Withdrawing Joint Bookrunner(s) prior to the date of such termination which remain to be performed under the Placing Agreement. If all Continuing Joint Bookrunners fail to make that election to the Company within such 24 hour period then the Placing Agreement will terminate.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Joint Bookrunners of a contract note or electronic trade confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and the Joint Bookrunners (in their respective capacities as bookrunners and placing agents of the Company in respect of the Placing) that (save where the Joint Bookrunners expressly agree in writing to the contrary):

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

2. it has not received and will not receive a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a) is required under the UK Prospectus Regulation or other applicable law; and

(b) has been or will be prepared in connection with the Placing;

3. 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 and UK MAR, 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;

4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither the Joint Bookrunners nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested the Joint Bookrunners, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

5. neither the Joint Bookrunners nor any person acting on behalf of any of them nor any of their respective Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

(a) the only information on which it is entitled to rely and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the information in this Announcement and the Publicly Available Information;

(b) neither the Joint Bookrunners, nor the Company (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Placing or the Placing Shares;

(c) it has conducted its own investigation of the Company, the Placing (including its terms and conditions) and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d) it has not relied on any investigation that the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7. the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Bookrunners nor any of their respective Representatives is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information 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. Nothing in this Appendix I shall exclude any liability of any person for fraudulent misrepresentation;

8. neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, either of them be a resident of Australia, Canada, the Republic of South Africa or Japan;

9. it understands that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer or sale under the securities laws of Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions may not be offered, sold, taken up, delivered or transferred, directly or indirectly, in Australia, Canada, the Republic of South Africa, Japan or in any country or jurisdiction where any such action for that purpose is required;

10. it understands that Placing Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state of jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities law of any state of other jurisdiction of the United States. There is no intention to register the Placing Shares in the United States or make a public offering of the Placing Shares in the United States. Any offer and sales in the United States will be made only to QIBs as defined in Rule 144A in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. The Placing Shares are being offered and sold only outside the United States in "offshore transactions" within the meaning of, and in compliance with, Regulation S under the Securities Act.

11. it may be asked to disclose in writing or orally to the Joint Bookrunners: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

12. it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Joint Bookrunners determine;

13. it and/or each person on whose behalf it is participating:

(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b) has fully observed such laws and regulations;

(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix I) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

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

15.

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

(b) it (and any account for which it is purchasing) is a QIB and has executed and delivered, or will execute and deliver prior to the allocation of the Placing Shares, and agrees to be bound to the terms and conditions of the Investor Representation Letter;

16. it understands that no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

17. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

18. it understands that:

(a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;

(b) no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares; and

(c) it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

19. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a) in the United States, to a person it reasonably believes to be a QIB in a transaction meeting the requirements of Rule 144A of the Securities Act;

(b) in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

20. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

21. it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares may, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

22. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

23. it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

24. it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor the Joint Bookrunners makes any representation or warranty with respect to the same. Accordingly, neither the Company nor the Joint Bookrunners can provide any advice to US investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor the Joint Bookrunners undertakes to provide to US investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and US investors and shareholders should not assume that this information will be made available to them;

25. 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;

26. none of the Joint Bookrunners, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any of the Joint Bookrunners and that none of the Joint Bookrunners has any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

27. it will make payment to the relevant Joint Bookrunner (or as directed to by that Joint Bookrunner) for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the relevant Joint Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

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

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

30. the person who it specifies for registration as holder of the Placing Shares will be:

(a) the Placee; or

(b) a nominee of the Placee, as the case may be,

and that the Joint Bookrunners and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of either Panmure Gordon, Stifel or the Settlement Agent (as settlement agent of WG Partners) or transferred to a CREST stock account of either Panmure Gordon, Stifel or the Settlement Agent who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

31. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

32. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

33. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the 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 the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

34. if it is in Hong Kong, it is a ''professional investor'' for the purposes of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

35. if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

36. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by any of the Joint Bookrunners in their respective 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;

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

38. if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired 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 United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of the Joint Bookrunners has been given to each proposed offer or resale;

39. if in the United Kingdom , unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;

40. if it has received any inside information (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;

(b) encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or

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

42. it:

(a) has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations");

(b) is not a person:

(i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide at their sole discretion;

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

44. its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers ;

45. any money held in an account with a Joint Bookrunner (or the Settlement Agent) 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. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's (or the Settlement Agent's) money in accordance with the client money rules and will be used by the relevant Joint Bookrunner (or the Settlement Agent) in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner (or the Settlement Agent);

46. any Joint Bookrunner (or the Settlement Agent) may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;

47. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note or through the electronic trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the relevant Joint Bookrunner's conduct of the Placing;

48. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

49. it irrevocably appoints any duly authorised officer of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon the terms of this Announcement;

50. the Company, the Joint Bookrunners and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Bookrunners on its own behalf and on behalf of the Company and are irrevocable;

51. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:

(a) is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account; and

(b) will remain liable to the Company and the Joint Bookrunners 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);

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

53. 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 the Joint Bookrunners;

54. the Placing Shares will be issued subject to the terms and conditions of this Appendix I; and

55. the terms and conditions contained in this Appendix I and all documents into which this Appendix I is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of 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 Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective Representatives 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 Appendix I or incurred by the Joint Bookrunners, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix I shall survive after the completion of the Placing.

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

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

The representations, warranties, acknowledgements and undertakings contained in this Appendix I are given to each Joint Bookrunner for itself and on behalf of the Company and are irrevocable.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as joint bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of WG Partners or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as joint bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Panmure Gordon or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company as joint bookrunner and for no one else in connection with the Bookbuilding Process and the Placing or any other matters referred to in this Announcement, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to the clients of Stifel or for providing advice to any other person in relation to the Bookbuilding Process and the Placing or any other matters referred to in this Announcement.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Joint Bookrunners, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the 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 the relevant Joint Bookrunners' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

The Placing 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 II: EXTRACTS FROM THE CIRCULAR

Background to and Reasons for the Placing

Redx is a clinical-stage biotechnology company founded in 2010 and whose Ordinary Shares have traded on AIM since 2015. The Company is focused on discovering and developing novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease, including cancer-associated fibrosis, that address significant unmet medical needs. Redx's core strengths in medicinal chemistry and translational science enable the Company to discover and develop differentiated, novel compounds against biologically or clinically validated targets. Redx has made substantial progress in growing its wholly-owned clinical and preclinical stage pipeline over the last two years, with two clinical stage programmes in development.

Redx's lead oncology product, RXC004, is a highly potent, orally active Porcupine inhibitor being developed as a targeted therapy for Wnt-ligand driven cancer. Porcupine is a key enzyme in the Wnt signalling pathway, well established as a key driver of both tumour growth and immune evasion. RXC004 has completed the monotherapy module of a Phase 1 clinical study in patients with advanced malignancies, and is currently completing the combination therapy module of the Phase 1 clinical study in combination with an immune checkpoint inhibitor, nivolumab. In Phase 1, RXC004 as monotherapy demonstrated a differentiated level of activity in Wnt-ligand dependent tumours as compared to Wnt-ligand independent tumours. Redx is now evaluating RXC004 in two multi-arm Phase 2 clinical studies in patients with Wnt-ligand dependent solid tumours. The first study, PORCUPINE, which was initiated in November 2021, is evaluating RXC004 in genetically selected MSS mCRC in a monotherapy arm as well as a combination arm with nivolumab, an immune checkpoint inhibitor. The second study, PORCUPINE2, which was initiated in January 2022, is evaluating RXC004 as a monotherapy in a genetically selected pancreatic cancer arm and both as a monotherapy and in combination with an anti-PD-1 in an unselected biliary cancer arm. Both studies are expected to report topline clinical data from the first half of 2023. All three of these cancer types have high unmet need with limited treatment options and poor 5-year survival rates of less than 3% for biliary and pancreatic cancer and 14% for MSS mCRC.

Redx's lead fibrosis product, RXC007, is a highly selective Rho Associated Coiled-Coil Containing Protein Kinase 2 (ROCK2) inhibitor being developed in fibrosis. ROCK2 is a biologically and clinically validated target that has been shown to sit at a nodal point in a cell signalling pathway thought to be central to fibrosis. As a selective ROCK2 inhibitor, RXC007 has the potential to treat several fibrotic diseases across various therapeutic areas such as pulmonary, metabolic, cardiovascular, neuromuscular, CNS, as well as cancer-associated fibrosis. RXC007 has demonstrated robust anti-fibrotic effects in a range of industry-standard in vivo preclinical models. RXC007 demonstrated encouraging safety data and pharmacokinetic properties in a Phase 1 clinical study in healthy volunteers, with IPF being targeted as the first indication for clinical development in a Phase 2a clinical study planned to initiate during 2022, with topline clinical data expected to be reported in the second half of 2023. IPF is a severe and life-threatening chronic lung condition, with limited treatment options, which is estimated to affect 170,000 patients globally. IPF has an addressable market opportunity estimated to be worth $3.6 billion by 2029.

The Company has a very experienced management team led by Lisa Anson, a well-respected and experienced industry executive and former President of AstraZeneca in the UK and the ABPI.

Redx continues to execute on a clear and focused strategy aimed at driving shareholder value. Redx's ambition is to become a leading biotech company focused on the development of novel and differentiated targeted medicines in cancer and fibrotic diseases, including cancer-associated fibrosis. Redx's initial aim is to progress prioritised programmes to deliver clinical proof of concept, before evaluating options for further development and potential value creation. Redx's core strength of medicinal chemistry expertise and proven ability to design molecules against validated targets will continue to be leveraged to discover the next generation of novel and differentiated drug candidates. In order to maximise value and mitigate risk in certain circumstances, Redx has and may continue to seek opportunities to out-license assets or collaborate with pharmaceutical partners on programmes prior to clinical proof of concept. Since 2019, Redx has completed three notable partnership deals, two with Jazz Pharmaceuticals and one with AstraZeneca, with total potential milestone payments to Redx of approximately $1 billion (approximately £802.1 million), plus mid-single digit revenue royalties.

There has been significant delivery against this strategy with the following notable achievements:

RXC004 Accomplishments

· On 27 July 2021, based on the RXC004 Phase 1 study results, Redx selected 2 mg once daily as the dose of RXC004 for the planned Phase 2 monotherapy proof of concept clinical trials in genetically selected MSS mCRC and pancreatic cancer, and in unselected biliary cancer. Preliminary data from the study in patients with unselected advanced solid tumours, showed that RXC004 2mg once daily was safe, well-tolerated and provided target coverage at levels required to assess monotherapy efficacy in Phase 2 clinical trials in selected patients with Wnt-ligand driven cancers.

· On 20 September 2021, Redx presented the results of the Phase 1 trial with RXC004 monotherapy in patients with advanced malignancies at the ESMO Congress. These results have shown the drug to be well-tolerated at doses that provide the target coverage required to assess efficacy in the Phase 2 studies. Whilst the Phase 1 study was in genetically unselected cancers, the data suggested a differential level of activity between Wnt-ligand driven cancers and non Wnt-ligand driven cancers, in line with observations of other molecules in this class.

· Redx is currently conducting a Phase 1 safety and tolerability study with RXC004 in combination with nivolumab (OPDIVO® - Bristol Myers Squibb, an anti-PD-1 antibody). The results of this Phase 1 study will be used to define a dose of RXC004 to be used with an anti-PD-1 therapy in the Phase 2 combination arms of the PORCUPINE and PORCUPINE2 studies.

· Based on the Phase 1 results to date, Redx has initiated two Phase 2 clinical studies. In November 2021, Redx dosed the first patient in the first of two multi-armed Phase 2 clinical studies, PORCUPINE, evaluating RXC004 in patients with genetically selected MSS mCRC. In January 2022, Redx dosed the first patient in PORCUPINE2, the second multi-armed Phase 2 clinical study, which is evaluating RXC004 in patients with genetically selected pancreatic cancer and unselected biliary cancer.

RXC007 Accomplishments

· On 3 June 2021, Redx announced the first subject had been dosed in a Phase 1 study in healthy volunteers evaluating its lead fibrosis drug candidate, RXC007. The primary objective of this first-in-human study is to evaluate the safety profile of this orally bioavailable, small molecule.

· On 10 March 2022, Redx announced encouraging clinical data from the Phase 1 study showing excellent safety and pharmacokinetic profile in both the single ascending dose and multiple dose cohort. No adverse events were observed following single doses of 2-70mg, and no serious adverse events were observed in the multiple dose cohort, dosed at 50mg twice daily for 14 days. The study also showed that biologically relevant exposure was achieved at the higher doses and the half-life was potentially suitable for once-daily dosing.

Preclinical Accomplishments

· On 2 September 2021, Redx announced a milestone payment of $3 million (approximately £2.2 million as recorded by the Company at the time of receipt) as a result of the initiation of IND-enabling studies for JZP815 under the terms of the sale of Redx's pan-RAF inhibitor programme to Jazz Pharmaceuticals in 2019. Under the terms of the sale, Redx is entitled to up to $203 million (approximately £162.8 million) in development, regulatory and commercial milestone payments, plus tiered royalties. The associated collaboration, under which Redx performs research and preclinical development services with the goal of completing IND-enabling studies, continues to progress well.

· On 9 December 2021, Redx announced a milestone payment of $10 million (approximately £7.4 million as recorded by the Company at the time of receipt) related to the continued progress of the research collaboration entered into in 2020 with Jazz Pharmaceuticals to discover and develop two targeted cancer therapies. Redx is leading discovery and preclinical development activities on two cancer targets and could potentially receive up to a further $400 million (approximately £320.8 million) in milestone payments, plus tiered royalties. This research collaboration recognised Redx's expertise in oncology drug design and profiling following the sale of Redx's pan-RAF inhibitor programme to Jazz Pharmaceuticals in 2019.

· On 23 December 2021, Redx announced a milestone payment of $9 million (approximately £6.7 million as recorded by the Company at the time of receipt) from AstraZeneca related to the initiation of a Phase 1 study for AZD5055 (RXC006), a Porcupine inhibitor in development for fibrotic diseases, following the grant of an exclusive global license for the development and commercialisation of RXC006 in 2020. Prior to this, on 17 June 2021, Redx announced a milestone payment of $4 million (approximately £2.8 million as recorded by the Company at the time of receipt), triggered as a result of progress in the development of RXC006. Redx could potentially receive up to a further $360 million (approximately £288.8 million) in development and commercial milestones, plus tiered royalties. This licensing transaction underlines interest in the Porcupine mechanism and further validates the quality of molecules emerging from Redx's discovery team.

· On 27 January 2022, Redx announced a new Discoidin Domain Receptor (DDR) inhibitor programme targeting fibrosis and cancer-associated fibrosis that is entering lead optimisation. This programme was developed in-house by Redx's discovery team.

· On 30 March 2022, Redx announced the nomination of RXC008 as its next clinical development candidate. RXC008 is a Gastrointestinal (GI) targeted Rho-Associated Coiled-Coil Containing Protein Kinase (ROCK) inhibitor and is planned to be developed as a potential first-in-class treatment for fibrostenotic Crohn's disease.

In addition to the aforementioned accomplishments, the Company further strengthened its Executive Management Team, through the appointments of Jane Robertson as Chief Medical Officer on 1 March 2021, Peter Collum as Chief Financial Officer on 1 May 2021 and Claire Solk as General Counsel on 17 January 2022. Redx has continued to build its Board of Directors through the appointments of Dr Jane Griffiths as Chair on 1 December 2021 and Dr Rob Scott as an independent Non-Executive Director on 27 January 2022. Natalie Berner was appointed as a Non-Executive Director on 19 May 2021, nominated by and representing Redmile.

Whilst the Company has sufficient resources to fund its planned development programmes through 2022, Redx requires additional capital to fund its currently active and planned clinical development activity beyond 2022 and to further develop and advance its research and discovery assets towards the preclinical and clinical pipeline. The Board believes that the Placing is in the best interests of Shareholders in order to provide further cash resources to fund the Company's strategic plan and to provide flexibility when considering options upon data readouts in order to determine the optimal route for value creation for Shareholders.

Current Financial Summary

On 27 January 2022, Redx announced its annual results for the financial year ended 30 September 2021. Financial highlights for the period included net cash of £29.6 million (30 September 2020: £27.5 million); a loss for the year of £21.5 million (year ended 30 September 2020: £9.2 million loss) and total operating expenditure of £27.1 million (year ended 30 September 2020: £14.1 million). Redx's cash position has been supplemented by $26 million (approximately £19.1 million as recorded by the Company at the time of receipt) in milestones that were triggered during the calendar year 2021 from progress on all three ongoing collaborations.

APPENDIX III: DEFINITIONS

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

Admission	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;
AIM	the market of that name operated by the London Stock Exchange;
AIM Rules	the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time;
Announcement	this announcement
AstraZeneca	AstraZeneca AB;
Board or Directors	the directors of the Company, as at the date of this Announcement;
Bookbuild	the accelerated bookbuild process in relation to the Placing Shares;
business day	any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading;
Circular	the circular containing the notice of the General Meeting, which is expected to be posted to Shareholders on 19 May 2022;
Closing Price	the closing middle market quotation of an Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;
Company or Redx	Redx Pharma plc, a company incorporated in England and Wales with company number 7368089 whose registered office is at Block 33, Mereside, Alderley Park, Macclesfield SK10 4TG;
EEA	European Economic Area;
EU	the European Union;
Existing Ordinary Shares	275,282,205 Ordinary Shares, being entire share capital of the Company in issue as at the date of this Announcement;
FCA	the Financial Conduct Authority of the UK;
FSMA	the Financial Services and Markets Act 2000 (as amended);
General Meeting	the general meeting of the Company expected to be held at 11:00 a.m. on 6 June 2022 at 85 Gresham Street, London EC2V 7NQ;
Global Coordinator	WG Partners;
Group	together the Company and its subsidiary undertakings;
Issue Price	59 pence per Placing Share;
Jazz Pharmaceuticals	Jazz Pharmaceuticals Ireland Limited;
Joint Bookrunners	WG Partners, Panmure Gordon and Stifel;
London Stock Exchange	London Stock Exchange plc;
Ordinary Shares	ordinary shares of one pence each in the capital of the Company;
Panmure Gordon	Panmure Gordon (UK) Limited;
Placees	the persons who agree to subscribe for Placing Shares;
Placing	the conditional placing of the Placing Shares with the Placees at the Issue Price pursuant to the terms of the Placing Agreement;
Placing Agreement	the placing agreement relating to the Placing dated 18 May 2022 between the Company and the Joint Bookrunners;
Placing Shares	the new Ordinary Shares to be issued to Placees pursuant to the Placing;
Redmile	RM Special Holdings 3, LLC, an affiliate of Redmile Group, LLC;
Securities Act	the U.S. Securities Act of 1933, as amended;
Shareholders	holders of the Ordinary Shares;
Sofinnova	Sofinnova Crossover 1 SLP;
Spark	Spark Advisory Partners Limited, the Company's nominated adviser;
Stifel	Stifel Nicolaus Europe Limited;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
UK MAR	the retained version of the EU Market Abuse Regulation (596/2014) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018;
US or United States	the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and
WG Partners	WG Partners LLP.
A reference to £ is to pounds sterling, being the lawful currency of the UK.
A reference to $ or US$ is to United States dollars, being the lawful currency of the US.

APPENDIX IV: GLOSSARY

ABPI	the Association of the British Pharmaceutical Industry;
anti-PD-1 antibody	immuno-oncology drug therapy that blocks PD-1 receptors so T-cells are no longer inhibited, allowing the patient's own immune system to attack the tumour;
DDR	discoidin domain receptor;
MSS mCRC	microsatellite stable metastatic colorectal cancer;
ESMO	European Society for Medical Oncology;
fibrostenosis	fibrosis in the gut of patients with Crohn's Disease;
GI-targeted	focusing on the gastrointestinal tract;
IND	investigational new drug application;
IPF	idiopathic pulmonary fibrosis;
monotherapy	therapy with a single drug;
nivolumab	generic name for OPDIVO®, Bristol Myers Squibb's anti-PD-1 antibody;
Pan-RAF	an orally available inhibitor of all members of the serine/threonine protein kinase Raf family, including A-Raf, B-Raf and C-Raf protein kinases, with potential antineoplastic activity;
PK/PD	pharmacokinetic / pharmacodynamic;
Porcupine	a target in the Wnt signalling pathway;
RAF	Rapidly accelerated fibrosarcoma;
ROCK, ROCK2	Rho-Associated Coiled-Coil Kinase, Rho-Associated Coiled-Coil Containing Protein Kinase 2;
Wnt ligand	a ligand, or molecule that signals by binding to a site on a target protein, that drives the Wnt signalling pathway; and
Wnt signalling pathway	group of signal transduction pathways, made of proteins that pass signals from outside of a cell through cell surface receptors to the inside of the cell.

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Redx Pharma (REDX)

Friday, 15th November 2024

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