Contract and Proposed Placing

RNS Number : 8294U

Saietta Group PLC

03 August 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (596/2014/EU) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").  In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR.  This inside information is set out in this announcement.  Upon the publication of this announcement, such information will no longer constitute inside information.  

03 August 2022

Saietta Group plc

("Saietta", "the Company" or "the Group")

Key Product Commercialisation and Development Agreement with major US partner

Proposed Placing to raise a minimum of £20 million

Saietta Group plc (AIM: SED), the international electric powertrain group, is pleased to announce its largest ever contract to date with a large Tier 1 US automotive heavy duty component supplier alongside announcing the launch of an accelerated bookbuild (the "Bookbuild") to raise a minimum of £20 million (before expenses), by way of a placing of new Ordinary Shares (the "Placing Shares") at a fixed price of 138 pence per share (the "Issue Price") to institutional and other investors (the "Placing"). In addition, the Company has granted a broker option (the "Broker Option") to Canaccord Genuity Limited ("Canaccord") which, if exercised, will allow Canaccord to place further new Ordinary Shares comprising up to 10 per cent. of the number of Placing Shares (the " Broker Option Shares " ). The Placing and Broker Option together are referred to as (the "Fundraising"), and the Placing Shares and, (to the extent that the Broker Option is exercised), any Broker Option Shares shall be referred to as the "New Ordinary Shares".

Highlights:

· Saietta is pleased to announce it has today entered into a Joint Commercialisation and Development Agreement (the "JCDA") with Consolidated Metco, Inc. ("ConMet").

· ConMet is a major global manufacturer and supplier of commercial automotive components to customers including Ford, Volvo and Daimler.

· ConMet's primary product is its wheel hub assemblies for trucks and currently has 18 million of its truck hub assemblies on the road.

· Subject to completion of a successful joint development programme, ConMet's and Saietta's initial target is for in excess of 100,000 units for the two products over the next 5 years - which could equate to over USD 1 billion of product sales being made by ConMet (in which Saietta could potentially participate in indirectly via its profit share arrangements).

· Saietta and ConMet will cooperate to bring two new truck e-drive product systems, an in-wheel generator and an in-wheel motor, to commercial production targeting 2023 and 2024, respectively.  The new products will be aimed at ConMet's existing USA customer base and will also be offered to a number of European OEMs.

· The Company intends to conduct a Bookbuild to raise a minimum of £20 million (before expenses) by way of the Placing.

· In addition, the Company has granted a Broker Option which will be available until 4:45 p.m. on 17 August 2022 and is subject to the terms and conditions set out in Appendix I to this Announcement.

· The net proceeds from the Fundraising will be used to:

o  Progress and capitalise on the key new JCDA with ConMet;

o  Increase production within the Company's Marine Division in line with anticipated demand;

o  Accelerate the development of inhouse software and power electronics for integration into AFT e-drive systems; and

o  Scale up of the joint venture with Padmini VNA in India in line with indicative customer demand.

· The Issue Price represents a discount of approximately 4.8 per cent. to the closing mid-market price of the Company's Ordinary Shares on Tuesday 02 August 2022, being the latest practicable date before this Announcement.

· The Placing is to be conducted by way of an accelerated bookbuild process, to commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement.

· The Fundraising is subject, amongst other things, to shareholder approval being obtained at a general meeting of the Company (the "General Meeting") to be held on 22 August 2022 in order to allow the issue of the New Ordinary Shares on a non-pre-emptive basis. 

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

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

Capitalised terms not otherwise defined in the text of this Announcement have the meaning given to them in the section headed "Definitions" in Appendix II below.

Director Participation

Wicher Kist, David Wilkinson, Anthony Gott and Emmanuel Clair, directors of the Company have indicated they would be willing to participate in the Placing at the Issue Price to an aggregate value of approximately £300,000. A further announcement will be made in due course once such dealings have occurred.

Wicher (Vic) Kist, Chief Executive Officer of Saietta, commented:

"We are delighted that we have secured this new route to market with a world leading partner who will be able to supply its existing and new OEM customers, both in the North American market and globally, with our products.  Entering the global truck market with a range of exciting new e-drive products and systems is a material expansion of Saietta's original business goals. Partnering with an organisation of ConMet's impressive reputation and market positioning underlines the strength of our technology and is a testament to the exceptional work of the team.  The depth and quality of ConMet's manufacturing capacity and its after-market capability in securing major OEM customers represents significant potential for Saietta.

"Alongside the JCDA with ConMet, we are excited by the rapid progress being made by our Light-duty and Marine divisions, announced in our annual results earlier today.  We are working hard to meet the product development and volume requirements of both existing and potential customers.  Our recently acquired power electronics capabilities and our automotive electric motor manufacturing facility have been instrumental in underpinning our accelerating growth.

"This exciting progress is only possible with the continued support of our existing and new shareholders and we are pleased to be launching this capital raise at such an opportune time in Saietta's evolution."

For any further enquiries, please contact:

Saietta Group plc Wicher (Vic) Kist, Group Chief Executive Officer Steven Harrison, Group Chief Financial Officer	via FTI
Canaccord Genuity (Nomad and Broker) Henry Fitzgerald-O'Connor Sam Lucas Patrick Dolaghan	Tel: [phone]
FTI Consulting (Financial PR advisor) Ben Brewerton Dhruv Soni	Tel: [phone] [e-mail]

Expected timetable of events

Announcement of the Bookbuild	4:45 p.m. on 03 August 2022
Announcement of the results of the Bookbuild	7:00 a.m. on 04 August 2022
Publication of the Circular	04 August 2022
Latest time for exercise of the Broker Option	4:45 p.m. on 17 August 2022
Latest time and date for receipt of Forms of Proxy for the General Meeting	10.00 a.m. on Thursday 18 August 2022
General Meeting	10.00 a.m. on Monday 22 August 2022
Admission of New Ordinary Shares to trading on AIM and commencement of dealings	8.00 a.m. on Wednesday 24 August 2022
Expected date for CREST accounts to be credited in respect of the New Ordinary Shares	Wednesday 24  August 2022
Dispatch of definitive share certificates for New Ordinary Shares to be held in certificated form	within 10 working days of Admission

Notes:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Canaccord. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2.  All of the above times refer to London, UK time, unless otherwise stated.

Joint Commercialisation and Development Agreement

In conjunction with the Company's announcement earlier today of its results for the 12 months ended 31 March 2022 which highlighted the development of its business operations, enhancement of its product offerings and addressable markets, Saietta is pleased to announce a Joint Commercialisation and Development Agreement with Consolidated Metco, Inc., a Delaware corporation, with an office at 5701 SE Columbia Way, Vancouver, Washington, United States ("ConMet").

ConMet is a major global manufacturer and supplier of commercial automotive components to customers including Ford, Volvo and Daimler.  ConMet (a subsidiary of Amsted Industries), which had reported revenues of approximately USD 1.5 billion, has approximately 18 million of its truck hub assemblies currently on the road and over 10 business and manufacturing locations across North America and China. 

Under the Agreement, Saietta and ConMet will cooperate to bring two new e-drive product systems - being an in-wheel generator and in-wheel motor - to commercial production by 2023 and 2024, respectively.  The new products will be aimed at ConMet's existing USA customer base and will also be offered to a number of European OEMs.  It is currently anticipated that the in-wheel generator will enter production in 2023 and will utilise Saietta's Sunderland based Manufacturing Division. 

During the current pre-production phase, Saietta will receive up to €10 million of product development revenue from ConMet and ConMet will also undertake up to €10 million of internal product development work.  Saietta's Heavy-duty Division will undertake up to a further €10 million of internal product development work. 

Following the start of production, the JCDA sets out an equal net profit share from the sale of the jointly developed products.  ConMet's expectations for the JCDA, based on the anticipated demand of its existing customer base, would have a material positive impact on the overall value of the Saietta business. 

Consequently, ConMet may potentially receive certain performance fees if Saietta achieves certain profit thresholds; such thresholds to be satisfied by the issue of new Ordinary Shares in Saietta. Further details of the performance criteria and other key terms of the JCDA are set out below.

Further Detail of the Joint Commercialisation and Development Agreement

The JCDA sets out the terms on which Saietta and ConMet will collaborate on the development, manufacture and ultimate commercialisation of: (i) an in-wheel generator for 19" to 22.5" wheels for use in Class 4 through Class 8 commercial, recreational, trailer, bus, and related vehicle applications in combination with a wheel hub; and (ii) an in-wheel motor based electric drives for 19" to 22.5" wheels for use in Class 4 through Class 8 commercial, recreational, trailer, bus, and related vehicle applications in combination with a wheel hub (together, being the ("JDA Products").

Pursuant to the JCDA, each of Saietta and ConMet have agreed an initial project budget of up to €20 million as follows:

a)  Saietta will contribute up to €10 million and satisfy this commitment by funding certain Saietta internal workstreams; and

b)  ConMet will contribute up to €10 million and satisfy this commitment by funding the engineering, testing, validation, and other project expenditures of Saietta. 

Any additional contribution required by the parties beyond the foregoing must be approved by both parties and will be subject to separate agreement. In addition, ConMet will conduct a hub component and integration internal workstream outside of the initial project budget in an amount up to €10 million. 

Saietta's obligation to fund its part of the joint development activities, is conditional on Saietta raising at least €10 million pursuant to the Placing.  If Saietta has not completed this capital raise within 60 days of the date of the JCDA then, unless the parties agree to waive this condition, the JCDA will automatically terminate.

During the term of the JCDA, neither ConMet nor Saietta may:

a)  undertake any joint development activities itself or in collaboration with or on behalf of any third party; or

b)  sell or agree to sell the JDA Products, or products, that compete or would compete with the JDA Products to be marketed and sold to OEM customers for installation in Class 4 through Class 8 commercial tractors and trailers.

Saietta and ConMet will jointly own all right, title and interest in and to all intellectual property developed in connection with the JCDA (but excluding each party's respective existing intellectual property and enhancements of such intellectual property). 

The parties have agreed to negotiate in good faith the detailed contractual terms relating to any manufacturing to be performed of the JDA Products and the subsequent supply of those products and related services to customers. Saietta will identify manufacturing facilities in Europe as potential sites for production manufacturing of the JDA Products.  ConMet will supply the JDA Products to OEM customers, and the parties will explore opportunities for alternative manufacturing and supply arrangements for the JDA Products to achieve mutually beneficial cost savings.  It is intended that the JDA Products will be co-branded as "ConMet powered by Saietta".

The JCDA sets out the overarching principles for the profit share and incentives to be reflected in the contractual terms relating to any manufacturing to be performed of the JDA Products and the subsequent supply of those products and related services to customers. If the development activities proceed in accordance with the joint development plan agreed by the parties then each party will receive a 50% share of the net profits on the sale of JDA Products after deduction of all manufacturing, supply, distribution, sales, and specifically relevant general administrative costs.

In consideration for the development costs incurred by ConMet, in addition to ConMet's marketing expertise and relationships with established OEM customers, ConMet may receive the following additional incentive (the "ConMet Incentive"):

a)  For each $10 million of incremental profit share paid to Saietta (in excess of an initial threshold of $10 million), up to $50 million, ConMet will receive bonus of $2,501,446.08 from Saietta which shall be satisfied by Saietta by the issue of new Ordinary Shares at an issue price of $2.94 per share.

b)  For each $20 million of incremental profit share paid to Saietta (in excess of $60 million and up to $120 million), ConMet will receive bonus of $5,002,892.16 from Saietta which shall be satisfied by Saietta by the issue of new Ordinary Shares at an issue price of $5.88.

The ConMet Incentive will cease after 10 years from the date of the JCDA. The obligation on Saietta to settle the ConMet Incentive by way of the issue of new Ordinary Shares shall be subject to: (i) Saietta having sufficient authority from shareholders in order to issue such Ordinary Shares free of pre-emption rights; (ii) ConMet not being at the relevant time in possession of unpublished price sensitive information in relation to Saietta and its Ordinary Shares; and (iii) the issue of such Ordinary Shares to ConMet not resulting in it holding a stake of over 29.9% of the issued share capital of Saietta. If any of the above conditions are not capable of being satisfied at the time an instalment of the ConMet Incentive is due for payment then Saietta will settle such instalment of the ConMet Incentive in cash.

For customers outside of North America that are introduced to ConMet by Saietta, Saietta will receive a cash payment from ConMet equal to 2.5% of the gross sales of the JDA Products.

The JCDA also contains provisions relating to the payment of a royalty on the gross revenues of sales of JDA Products both during and after the term of the JCDA to a party which is unable or unwilling to contribute to an opportunity to commercialise a JDA Product.

Current Trading

The Company has today also announced its audited financial results for 31 March 2022 showing revenues of £3.6 million; a fourfold increase over the prior year (2021: £0.87m), grant income of £0.7 million received (2021: £0.02m) meaning a total Group income of £4.3 million (2021: £0.9m); EBITDA loss of £4.4m (2021: £1m loss ) and a Loss after tax of £10.8m (2021: £7.0m). Net Assets of the Group as at 31 March were £32.82m (31 March 2021: £3.9m ). The Company's cash position as at 31 March 2022 was £18.4m and was £10.5m as at 31 May 2022.

The financial results, inter alia, also describe in more detail the important progress the Company has made on commercial traction with its Light-duty and Marine divisions. Most notably describing progress with prototype contracts and subsequent discussions for its AFT140 e-drive system for Light-duty applications and the continued progress of its Marine division with a development order book already of €500,000 for this financial year.  In addition, the Company was notified in June 2022 of its successful application for a £2m grant from the UK Government's Automotive Transformation Fund. Accordingly, the Company remains confident, given the exceptional operational and technical progress and key hires in strategically important positions, of achieving or exceeding the Company's short- and long-term goals including revenue expectations for FY 2023.

For full details please see the results announcement for year ended 31 March 2022.

Management Update

As described in the financial results to 31 March 2022, following the Company's rapid expansion since admission to AIM last year the Board has asked the non-executive Chairman Tony Gott to take on the role of Executive Chairman. The role is for a limited period of four years and the Board will be appointing David Wilkinson as Deputy Chairman during this period as well as seeking to recruit another independent non-executive director to ensure the highest standards of corporate governance.

As part of his appointment, the Company intends to grant Tony Gott certain share options under the Company's existing Long Term Incentive Plan ("LTIP") (subject to certain performance conditions).

Additionally, the Company intends to grant up to 4 million new options to new joiners under the Company's LTIP scheme.

Use of Proceeds

The Company expect the net proceeds from the Fundraising will be used towards:

· Progressing and capitalising on the key new JCDA with ConMet;

· Increasing production within the Company's Marine Division in line anticipated demand;

· Accelerating the development of inhouse software and power electronics for integration into AFT e-drive systems; and

· Scaling up of the joint venture with Padmini VNA in India in line with indicative customer demand.

The Placing

In order to assist with the development and commercialisation of the new Saietta products under the JCDA and to assist with the continued rapid growth of the Light Duty, Marine and Power Electronics divisions. Saietta is seeking to raise a minimum of £20 million (before expenses) from the Placing of the Placing Shares at the Issue Price. The Placing will be conducted through an accelerated bookbuild process which will be launched immediately following this Announcement and will be subject to the terms and conditions set out in Appendix I to this Announcement. In addition, the Company has granted a Broker Option to Canaccord to place further new Ordinary Shares comprising up to 10 per cent. of the number of Placing Shares at the Issue Price if there is additional demand.

The Board will use this additional funding to continue to develop and enhance the Group's product offering in line with indicative customer demand which they believe to be driven by acceleration and scale up of global transport transition.

Saietta has entered into a placing agreement with Canaccord to act as the sole bookrunner in relation to the Fundraising.

The Bookbuild will open with immediate effect following release of this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Company and Canaccord and a further announcement confirming these details is expected to be made in due course. Canaccord reserves the right to close the Bookbuild without further notice. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Company and Canaccord at the close of the Bookbuild and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of Placing Shares shall be at the absolute discretion of Canaccord in consultation with the Company. The Company and Canaccord reserve the right to issue and sell a greater or lesser number of shares through the Placing.

The Fundraising is conditional, inter alia, upon:

a)   the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission;

b)  the passing of the Resolution at the General Meeting; and

c)  Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 24 August 2022 or such later time and/or date as the Company and Canaccord may agree, being no later than 8.00 a.m. on 7 September 2022.

If any of the conditions of the Fundraising are not satisfied (or where applicable waived), the New Ordinary Shares will not be issued and all monies received will be returned to the Placees at their own risk and without interest as soon as possible thereafter. For the avoidance of doubt, the Placing is not conditional upon exercise of the Broker Option.

No element of the Fundraising is underwritten.

Placing Agreement

Pursuant to the terms of the Placing Agreement, Canaccord, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure Placees for the Placing Shares.  Canaccord intends to conditionally place the Placing Shares with investors at the Issue Price. The Placing Agreement is conditional upon, inter alia on the passing of the Resolution at the General Meeting and Admission of the Placing Shares becoming effective on or before 8.00 a.m. on 24 August 2022 (or such later time and/or date as the Company and Canaccord may agree, but in any event by no later than 8.00 a.m. on 7 September 2022).

The Placing Agreement contains customary warranties from the Company in favour of Canaccord in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Canaccord in relation to certain liabilities that they may incur in respect of the Placing.

Canaccord has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, inter alia, (i) any statement contained in any of the Placing Documents is or becomes inaccurate or misleading; (ii) a breach of any of the warranties given to Canaccord in the Placing Agreement in any respect which Canaccord considers to be material; (iii) an event occurs or a matter arises which renders any of the warranties given by the Company to Canaccord inaccurate in any respect or misleading; (iv) the Company fails to comply with any of its obligations under the Placing Agreement in a material respect; (v) the occurrence of an event which, in the good faith opinion of Canaccord, constitutes a material adverse change affecting the financial position and/or prospects of the Group as a whole; or (vi) the occurrence of certain force majeure events in relation to the national or international financial, monetary, economic, political, environmental, or stock market conditions .

The Placing Agreement also provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees and expenses .

Details of the Broker Option

The Company has granted a Broker Option to Canaccord in order to enable Canaccord to deal with any additional demand under the Placing in the event that requests to participate in the Placing are received during the period from the date of the publication confirming the close of the Bookbuild until  to 4:45 p.m. on 17 August 2022 from Relevant Persons as defined in Appendix I to this Announcement. The primary purpose of the Broker Option is to deal with demand from those investors who did not participate in the Placing. The Broker Option is exercisable by Canaccord any number of times up to 4:45 p.m. on 17 August 2022.

Any Broker Option Shares issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Shares, which are set out in Appendix I to this Announcement, and will comprise up to 10 per cent. of the final number of Placing Shares.

 The Broker Option may be exercised by Canaccord in its absolute discretion, but there is no obligation on Canaccord to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares from investors pursuant to the Broker Option.

Admission

Application will be made to the London Stock Exchange for the New Ordinary Shares which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM. Dealings in the New Ordinary Shares are expected to commence on 8.00 a.m. on 24 August 2022 (or such later time and/or date as the Company and Canaccord agree, being in any event no later than 8.00 a.m. on 7 September 2022).

IMPORTANT INFORMATION

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

NOTICE TO OVERSEAS PERSONS

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

FORWARD-LOOKING STATEMENTS

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, none of Canaccord, the Company, nor their respective directors undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

GENERAL

Canaccord, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing. Canaccord will not be responsible to any person other than the Company for providing the protections afforded to clients of Canaccord or for providing advice to any other person in connection with the Placing. Canaccord is not making any representation or warranty, express or implied, as to the contents of this Announcement. Canaccord has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Canaccord for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

The Placing Shares (and any Broker Option Shares, if the Broker Option is exercised) will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

INTERPRETATION

Certain terms used in this Announcement are defined under the heading "Definitions" in Appendix II of this Announcement.

All times referred to in this Announcement are, unless otherwise stated, references to London time.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender and vice versa.

Appendix I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

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

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN MEMBER STATES OF THE EEA WHO ARE NOT QUALIFIED INVESTORS AND PERSONS IN THE UNITED KINGDOM 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 PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AND IN THE UNITED KINGDOM TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SAIETTA GROUP PLC (THE "COMPANY").

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR 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 LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Canaccord Genuity Limited ("Canaccord") or any of their respective affiliates, agents, directors, officers or employees 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.

This Announcement is for information only and neither this Announcement nor any part of it constitutes or forms part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation 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 (the "FSMA") does not apply.

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, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the 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 Australia, Canada, Japan, New Zealand or the Republic of South Africa 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 action.

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

The Company proposes to raise capital by way of the Placing and the Broker Option.

By participating in the Fundraising, each person who is invited to and who chooses to participate in the Fundraising by making an oral or written offer to subscribe for New Ordinary Shares (including any individuals, funds or others on whose behalf a commitment to subscribe for New Ordinary Shares is given) (a "Placee"), will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring New Ordinary  Shares in the Company in the Fundraising on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (inter alia) that:

1.  if it is in the United Kingdom it is a Relevant Person and if it is in a member state of the EEA it is a Qualified Investor (each a "Relevant State"), and it undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

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

2.1  the New Ordinary Shares acquired by it in the Fundraising 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 Canaccord has been given to the offer or resale; or

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

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

3.1  the New Ordinary Shares acquired by it in the Fundraising 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 Relevant Persons or in circumstances in which the prior consent of Canaccord has been given to the offer or resale; or

3.2  where New Ordinary Shares have been acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those New Ordinary Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

4.  it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it 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; and

6.  it (and any person on whose account it is acting) is outside the United States and acquiring the New Ordinary Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("FCA") or London Stock Exchange plc in relation to the Fundraising or the New Ordinary 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 (as defined in the AIM Rules for Companies) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Fundraising, 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 other information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, Canaccord or any other person and none of the Company, Canaccord or any other person acting on such person's behalf nor any of their respective affiliates 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 Fundraising. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement

Canaccord has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Canaccord, as agent for and on behalf of the Company, has: agreed to use its reasonable endeavours to procure placees for the Placing Shares at 138 pence per Placing Share (the "Issue Price").

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

Bookbuild

Following this Announcement, Canaccord will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate.

Canaccord and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Application for admission to trading

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

It is expected that Admission will take place no later than 8.00 a.m. on 24 August 2022 and that dealings in the New Ordinary Shares on AIM will commence at the same time.

Details of the Broker Option

The Company has granted the Broker Option to Canaccord in order to enable Canaccord to deal with any additional demand under the Placing in the event that requests to participate in the Placing are received during the period from the publication the announcement confirming the close of the Bookbuild until 16:45 on 17 August 2022 from Relevant Persons. The primary purpose of the Broker Option is to facilitate demand from those Relevant Persons who were unable to participate in the Placing. The Broker Option is exercisable by Canaccord, at its absolute discretion, any number of times up to that time and date.

Relevant Persons who wish to register their interest in subscribing for Broker Option Shares should instruct their stockbroker or independent financial adviser to communicate their interest to Canaccord via e-mail at [e-mail]. Each bid should state the number of Broker Option Shares that the investor wishes to acquire at the Issue Price.  Any investors allocated Broker Option Shares will be considered Placees, as defined in this Announcement.

To the extent the Broker Option is exercised, the Broker Option Shares will be issued on the same terms and conditions as the Placing Shares, which terms are set out in this Appendix. Orders from investors pursuant to the Broker Option to Canaccord will only be accepted from Relevant Persons.

The Broker Option may be exercised by Canaccord in its absolute discretion, but there is no obligation on Canaccord to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares pursuant to the Broker Option.

The maximum number of Broker Option Shares which may be issued pursuant to the exercise of the Broker Option comprises up to 10 per. cent of the final number of Placing Shares.

Principal terms of the Placing

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

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

3.  The price per Placing Share is 138 pence and is payable to Canaccord as agent of the Company by all Placees. The number of Placing Shares to be issued will be agreed between Canaccord and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4.  Each prospective Placee's allocation is determined by Canaccord in its discretion following consultation with the Company and will be confirmed orally by Canaccord and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment by that person (who will at that point become a Placee), in favour of Canaccord and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the prior written consent of the Canaccord, such commitment will not be capable of variation or revocation at the time at which it is submitted.

5.  Each Placee's allocation (including, if the Broker Option is exercised at that time, any Broker Option Shares) and commitment will be evidenced by a form of confirmation issued to such Placee by Canaccord. The terms of this Appendix will be deemed incorporated in that form of confirmation.

6.  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord as agent for the Company, to pay to them (or as they may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire.

7.  Canaccord may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Canaccord may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Canaccord) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

8.  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".

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

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

11.  To the fullest extent permissible by law and applicable FCA rules, none of (a) Canaccord, (b) any of its affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with Canaccord as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Canaccord), (d) any person acting on behalf of Canaccord, 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 of the Canaccord nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Fundraising or of such alternative method of effecting the Fundraising as Canaccord and the Company may agree.

Registration and Settlement

If Placees are allocated any New Ordinary Shares in the Fundraising they will be sent a form of confirmation or electronic confirmation by Canaccord, as soon as it is able which will confirm the number of New Ordinary allocated to them, the Issue Price and the aggregate amount owed by them to Canaccord.

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 Canaccord in accordance with either the standing CREST or certificated settlement instructions which they have in place with Canaccord.

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BNDM6X87) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 24 August 2022 unless otherwise notified by the Canaccord and Admission is expected to occur no later than 8.00 a.m. on 24 August 2022 unless otherwise notified by Canaccord. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the New Ordinary Shares to CREST or the use of CREST in relation to the Fundraising, the Company and Canaccord may agree that the New Ordinary Shares should be issued in certificated form. Canaccord reserves the right to require settlement of the New Ordinary Shares, and to deliver the New Ordinary Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not possible or practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing Sterling Overnight Index Average (SONIA) as determined by Canaccord.

Each Placee agrees that if it does not comply with these obligations, Canaccord may sell, charge by way of security (to any funder of Canaccord) or otherwise deal with any or all of their Placing Shares (or if exercised, any Broker Option Shares) on their behalf and retain from the proceeds, for either the Broker's own accounts and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by Canaccord as a result of the Placee's failure to comply with its obligations. The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax or similar taxes (together with any interest, fines or penalties relating thereto) which may arise upon the sale of their Placing Shares (or if exercised, any Broker Option Shares) on their behalf. Legal and/or beneficial title in and to any New Ordinary Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder. By communicating a bid for New Ordinary Shares, each Placee confers on Canaccord all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Canaccord lawfully takes in pursuance of such sale.

If Placing Shares (or if exercised, any Broker Option Shares) are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary 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 New Ordinary 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 other stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the New Ordinary Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), neither Canaccord nor the Company shall be responsible for the payment of such amounts. Placees will not be entitled to receive any fee or commission in connection with the Fundraising.

Conditions of the Fundraising

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

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

(a)  Admission taking place not later than 8.00 a.m. on 24 August 2022 or such later date as is agreed in writing between the Company and Canaccord, but in any event not later than 8.00 a.m. on the Long Stop Date));

(b)  the Company complying in all material respects with all of its undertakings and obligations under the Placing Agreement and having satisfied all of the conditions to be satisfied by it, in each case under the terms of the Placing Agreement or under these terms, to the extent that the same fall to be performed prior to Admission;

(c)  the general meeting to be held by the Company having taken place on the date set out in the notice of general meeting, no adjournment of the general meeting having occurred without the prior written consent of Canaccord and the relevant resolution having been passed by the requisite majority at the general meeting without amendment;

(d)  none of the warranties in the Placing Agreement having ceased to be true and accurate or having become misleading following the date of the Placing Agreement up to and including the date of Admission, in each case, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting which, in the opinion of the Canaccord (acting in good faith), is material in the context of the Fundraising and/or Admission,

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

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Canaccord may agree), or becomes incapable of being fulfilled or the Placing Agreement is terminated in accordance with its terms, the Fundraising 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 Fundraising, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Fundraising" below and will not be capable of rescission or termination by it.

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

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

Neither Canaccord, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 Fundraising nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Fundraising generally and by participating in the Fundraising each Placee agrees that any such decision is within the absolute discretion of Canaccord.

For the avoidance of doubt, the Placing is not conditional upon the exercise of the Broker Option.

Termination of the Fundraising

Canaccord may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1.  there shall have been a breach by the Company of any of the warranties in the Placing Agreement in any respect which Canaccord (acting in good faith) considers to be material in the context of the Fundraising and/or Admission;

2.  the Company has failed or is unable to comply with its obligations under the Placing Agreement in any material respect;

3.  any statement contained in the Placing Documents is or has become or has been discovered to be untrue or inaccurate or misleading, or any matter has arisen which would, if any of the Placing Documents were to be issued at that time, constitute an omission therefrom and which, in any such case, is material in the context of the Fundraising and/or Admission;

4.  in the opinion of Canaccord (acting in good faith) there has occurred a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or

5.  there has occurred certain market disruption or force majeure events.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Fundraising 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 Placing (or if exercised, any Placee subscribing for Broker Option Shares pursuant to the Broker Option) , each Placee agrees with the Company and Canaccord that the exercise by the Company or the Canaccord 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 Canaccord and that none of the Company nor Canaccord need make any reference to or consult with or seek consent from such Placee and that none of the Company, Canaccord nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Fundraising, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Fundraising" section above and will not be capable of rescission or termination by it.

Restrictions on further issues of securities

The Company has undertaken that it will not at any time between the date of the Placing Agreement and the date which is 180 days after Admission without the prior written consent of Canaccord enter into certain transactions involving or relating to the allotment and issue of Ordinary Shares, subject to certain customary carve-outs agreed between the Company and Canaccord.

By participating in the Placing (or if exercised, any Placee subscribing for Broker Option Shares pursuant to the Broker Option) , Placees agree that the exercise by Canaccord of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of Canaccord, and that it does not need to make any reference to, consult with, or seek consent from, Placees and that Canaccord shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.

Representations, warranties and further terms

For the purpose of this section "Representations, warranties and further terms", the terms Placing and Placing Shares shall be construed to mean the "Fundraising" and the "New Ordinary Shares" respectively, in the event that the Broker Option is exercised.

By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) with the Company and Canaccord that in each case as a fundamental term of such Placee's application for Placing Shares:

1.  it has read and understood this Announcement in its entirety and that its participation in the Bookbuild and the Placing and 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 EU Prospectus Regulation or UK Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;

3.  the ordinary shares of the Company are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account 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 Company, the terms of the Placing and 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 none of Canaccord, the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, 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; nor has it requested any of Canaccord, the Company, any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

5.  neither Canaccord nor any person acting on behalf of them or any of their respective affiliates, agents, directors, officers or employees 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;

6.  the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in 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 Publicly Available Information;

7.  none of the Company, Canaccord nor any of their respective affiliates, agents, directors, officers or employees has 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;

8.  it has conducted its own investigation of the Company, the Placing 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 it has not relied on any investigation that Canaccord or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

9.  the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that neither of Canaccord nor any persons acting on behalf of them are responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement 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 or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

10.  the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

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

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

11.2  has fully observed such laws and regulations;

11.3  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

11.4  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) 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 that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

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

13.  the Placing Shares have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, in or into or from 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 laws of any state or other jurisdiction of the United States; and 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;

14.  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;

15.  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;

16.  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;

17.  neither the Company nor Canaccord, nor their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Canaccord and Canaccord have no 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;

18.  it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to Canaccord 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 Canaccord may, in its absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax or similar taxes (together with any interest, fines or penalties relating thereto) 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;

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

20.  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. None of the Company or Canaccord will be responsible for any liability to stamp duty or stamp duty reserve tax or similar 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 pay the Company and Canaccord in respect of the same (including any interest, fines or penalties relating thereto) on the basis that the Placing Shares will be allotted to a CREST stock account of Canaccord or transferred to a CREST stock account of Canaccord who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

21.  it is acting as principal only in respect of the Placing or, if it is acting for any other person (including as fiduciary or agent for one or more investor accounts) (a) it is duly authorised to do so and has full power and authority to make and does make the acknowledgments, representations, warranties, undertakings and agreements herein on behalf of each such person(s) and (b) it is and will remain liable to the Company and Canaccord for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for such person(s));

22.  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;

23.  it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA 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;

24.  if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) is a Relevant Person and if it is within a member state of the EEA, it is a Qualified Investor. For such purposes, it 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;

25.  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 apply and it acknowledges that this Announcement is not being issued by Canaccord as an authorised person under Section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;

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

27.  if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or the EU 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, Relevant Persons in the UK or Qualified Investors in a member state of the EEA, or in circumstances in which the express prior written consent of Canaccord has been given to the offer or resale;

28.  neither of Canaccord nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

29.  acknowledges and accepts that Canaccord may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, Canaccord will not make any public disclosure in relation to such transactions;

30.  Canaccord and each of its affiliates, each 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 Canaccord and/or any of its respective affiliates, acting as an investor for its or their own account(s). None of the Company or Canaccord intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

31.  it 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 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

32.  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the Market Abuse Regulation (EU) No 596/2014 (the "EU Market Abuse Regulation"), the EU Market Abuse Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Market Abuse Regulation") and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

33.  if it has received any "inside information" as defined in the UK Market Abuse Regulation and the EU Market Abuse Regulation or any price sensitive information about the Company in advance of the Placing, it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended, induced or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation and the EU Prospectus Regulation, prior to the information being made publicly available;

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

35.  acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of 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 Canaccord' conduct of the Placing;

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

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

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

39.  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 Canaccord;

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

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

42.  the Company, Canaccord and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Canaccord and the Company and are irrevocable.

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

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, 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 or similar tax and none of the Company or Canaccord shall be responsible for such stamp duty or stamp duty reserve tax or similar tax. If this is the case, each Placee should seek its own advice and they should notify Canaccord 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 Canaccord in the event that any of the Company and/or Canaccord has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to Canaccord and the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that Canaccord 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 Canaccord may (at their absolute discretion) satisfy their 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 Canaccord, any money held in an account with Canaccord on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from Canaccord' money (as applicable) 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.

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

The price of 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 or sold 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

DEFINITIONS

Admission	the admission of the New Ordinary Shares to trading an AIM in accordance with the AIM Rules
AIM	AIM, a market operated by the London Stock Exchange
AIM Rules	the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by London Stock Exchange from time to time
Announcement	this announcement, including the appendices
Articles	the articles of association of the Company in force from time to time
Board or the Directors	the board of directors of the Company as at the date of this Announcement
Broker Option	the conditional placing of the Broker Option Shares to be arranged by Canaccord at their absolute discretion as agent for the Company pursuant to the terms of the Placing Agreement and the terms and conditions at Appendix I of this Announcement
Broker Option Shares	the new Ordinary Shares that may be issued by the Company (at the absolute discretion of Canaccord) pursuant to the Broker Option, comprising up to 10 per cent. of the number of Placing Shares
Canaccord	Canaccord Genuity Limited, a company incorporated in England and Wales with registered number 01774003 and having its registered office at 88 Wood Street, London, EC2V 7QR, the Company's Nominated Adviser and Broker
Circular	the circular of the Company expected to be posted to Shareholders on or about 4 August 2022 giving (amongst other things) details of the Fundraising and incorporating notice of the General Meeting
Company	Saietta Group plc, a company incorporated in England and Wales with registered number 06744840 and having its registered office at Building 210 Heyford Park, Camp Road, Upper Heyford, Oxfordshire, OX25 5HE
ConMet	Consolidated Metco, Inc., a Delaware corporation, with an office at 5701 SE Columbia Way, Vancouver, Washington, United States
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & International Limited is the Operator (as defined in the CREST Regulations)
CREST Regulations	the Uncertified Securities Regulations 2001 (SI 2001/3755), as amended
FCA	the Financial Conduct Authority
FSMA	the Financial Services and Markets Act 2000 (as amended)
Fundraising	the Placing, and to the extent exercised, the Broker Option
General Meeting	the general meeting to be convened for 10.00 a.m. on 22 August 2022 (or any adjournment thereof) at which the Resolution will be proposed, notice of which will be set out in the Circular
Group	the Company and its subsidiaries
Issue Price	138 pence per Placing Share
JCDA	the Joint Commercialisation and Development Agreement dated 3 August 2022 between the Company and ConMet
London Stock Exchange	London Stock Exchange plc
New Ordinary Shares	the Placing Shares, and, to the extent the Broker Option is exercised, the Broker Option Shares
Ordinary Shares	the ordinary shares of £0.0011 each in the Company
Overseas Shareholders	those Shareholders with registered addresses outside the UK or who are incorporated in, registered in or otherwise resident or located in, countries outside the UK
Placees	subscribers of New Ordinary Shares
Placing	the placing of the Placing Shares by Canaccord with Placees at the Issue Price
Placing Agreement	the agreement dated 3 August 2022 entered into between the Company and Canaccord in respect of the Fundraising
Placing Documents	the Circular, this Announcement, the announcement relating to the results of the Placing, the announcement giving details of the number of Broker Option Shares to be allotted (if the Broker Option is exercised), the marketing presentation used as part of the bookbuild process, any amended or supplemented version of any of them
Placing Shares	such number of new Ordinary Shares to be issued pursuant to the Placing, the final number of which will be confirmed on completion of the bookbuilding process
Registrars	Share Registrars Limited of 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX
Regulation S	Regulation S under the Securities Act
Regulatory Information Service	has the meaning given in the AIM Rules
Resolution	the resolution to be proposed at the General Meeting to approve the issue of the New Ordinary Shares
Securities Act	United States Securities Act of 1933
Shareholders	the holders of Ordinary Shares
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
US or United States	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

 

END

 

 

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