Proposed Placing and REX Retail Offer

RNS Number : 7591Q

SigmaRoc PLC

22 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR") AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SIGMAROC PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

22 February 2023

(EPIC: SRC / Market: AIM / Sector: Construction Materials)

SigmaRoc PLC

    ( ' SigmaRoc  ', the 'Group' or the 'Company')

Proposed Placing and Retail Offer to raise up to £30 million to fund identified strategic acquisitions and organic growth investment projects

SigmaRoc (AIM: SRC), the quarried materials group today announces a proposed fundraising of up to £30 million through the issue of new ordinary shares of 1 penny each ("Ordinary Shares") by way of a placing to institutional investors (the "Placing") and an offer to retail investors (the "REX Retail Offer") (together, the "Fundraising") at a price of 54 pence per ordinary share (the "Issue Price"). For the avoidance of doubt, the REX Retail Offer is not part of the Placing and the REX Retail Offer Shares are not Placing Shares.

The Placing is being conducted via an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement") and is subject to the terms and conditions set out in the appendix to this Announcement (which forms part of this Announcement) (the "Appendix"). Liberum Capital ("Liberum"), Peel Hunt LLP ("Peel Hunt") and Redburn (Europe) Limited ("Redburn") are acting as joint bookrunners in connection with the Placing (together, the "Joint Bookrunners"). The Bookbuild will be closed at the discretion of the Joint Bookrunners.

Transaction highlights

· Ten potential near term strategic acquisition opportunities identified for total consideration of approximately £39 million (the "Acquisitions").

· Four organic growth and carbon footprint reduction projects identified for a total investment of approximately £8 million (the "Organic Investment Projects").

· Taken together, the Acquisitions and Organic Investment Projects are anticipated, should they all complete, to generate approximately £42 million of net revenue, £10 million of EBITDA and profit after tax of £6 million on an annualised basis.

o  Aggregate acquisition multiple of approximately 4.6x EBITDA.

o  In aggregate, the Acquisitions and Organic Investment Projects are expected to be modestly accretive to underlying EPS and ROIC in the first full year of ownership, are consistent with the Company's strategy and carry significant long-term potential.

· The Company has also commenced a small disposal programme, seeking to divest three non-core assets for a total consideration of approximately £9 million (the "Disposals"), the net proceeds of which, when combined with the net proceeds of the Fundraising, and further internal resources as may be required, will be applied to the Acquisitions and Organic Investment Projects.

Fundraising highlights

· The Fundraising is proposed to raise gross proceeds of up to £30 million through the issue of up to 55,555,555 new Ordinary Shares (the "Fundraising Shares") at the Issue Price which represents a premium of approximately 1.89 per cent. to the closing price of 53 pence per share on 22 February 2023.

· As part of the Fundraising, the Company will make the REX Retail Offer on the REX platform, in order to provide retail investors with the opportunity to participate in the Fundraising. A separate announcement will be made shortly regarding the REX Retail Offer and its associated terms.

· It is the intention of certain Directors and senior management to participate in the Placing up to an aggregate amount of approximately £246,000.

· The Fundraising Shares represent approximately 8.7 per cent. of the Company's existing issued share capital.

For further information, please contact:

	SigmaRoc plc Max Vermorken		Tel: [phone]
	Liberum Capital (Nomad and Joint Bookrunner) Nicholas How / Ben Cryer / Jamie Richards / Cara Murphy		Tel: [phone]
	Peel Hunt (Joint Bookrunner) Investment Banking Mike Bell / Ed Allsopp / Ben Harrington Syndicate and Broking Sohail Akbar / Jock Maxwell Macdonald / John Welch		Tel: [phone]
Redburn (Joint Bookrunner) Adam Young / Ben Glaeser		Tel: [phone]

Expected timetable of events

Admission of Fundraising Shares to trading on AIM and commencement of dealings	8.00 a.m. on 28 February 2023
CREST accounts to be credited for Fundraising Shares to be held in uncertificated form	28 February 2023
Dispatch of definitive share certificates for Fundraising Shares to be held in certificated form	by 10 March 2023

Unless otherwise specified, references in this document to time are to the relevant time in London, England. The times and dates above are indicative only. If there is any change, revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

Additional information on the Placing is included below. Attention is also drawn to the section headed 'Important Notices' and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be placed in connection with the Placing will be agreed by the Company and the Joint Bookrunners at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book and allocations is at the absolute discretion of the Company and Joint Bookrunners.

Background to and Reasons for the Fundraising

Over the past six years the Board has successfully built a highly diversified and resilient European quarried materials group through acquisition, integration and the development of existing businesses. The Group demonstrated its resilience throughout 2022, delivering significant growth, together with improved profitability and is well-positioned for further financial and strategic progress in 2023.

As part of the Group's ongoing strategy to strengthen its long-term returns and sustainability, the Board has identified fourteen strategically relevant, smaller-sized transactions and projects, which the Board believes it can enter into during 2023. These comprise ten acquisitions across Europe (the "Acquisitions"), and four organic growth and carbon footprint reduction projects (the "Organic Investment Projects"). In addition, the Board intends to complete three disposals of non-core assets to generate proceeds of approximately £9 million to support investment in the identified transactions (the "Disposals") (the Disposals, Acquisitions and Organic Investment Projects are the "Transactions"). The Acquisitions will complement each of the Group's key regions being the North East (comprising the Nordkalk operations), the North West (comprising operations in England, Wales and the Channel Islands) and the West Region (comprising operations across Western Europe in Belgium, Netherlands, Luxembourg and France).

The Disposals include two proposed land disposals in Western Europe and the disposal of non-strategic assets to streamline Nordkalk's footprint, comprising a fully-operational milling plant in the North-East Region, for a headline multiple of 7.7x EBITDA.

The Board believes that there is a strong financial rationale for each of the Transactions. The Acquisitions, should they all complete, taken together with the anticipated financial benefits of the Organic Investment Projects, and net of the Disposals, are expected, on an annualised basis, to generate approximately £42 million of revenue, £10 million of EBITDA and profit after tax of £6 million. The average acquisition multiple is 4.6x EBITDA with an expected aggregate purchase price of approximately £39 million. The Group expects to deploy approximately £8 million on the Organic Investment Projects.

The Board intends to fund the Acquisitions and Organic Investment Projects from the net proceeds of the Fundraising, the proceeds from the Disposals and further internal resources, as may be required. The Company continues to maintain leverage below 2.0x and expects to remain below that level following completion of the Transactions.

The Acquisitions are expected to be modestly accretive to underlying EPS and ROIC in the first full year, are consistent with the Company's strategy and carry significant long-term potential.

The Company has recently completed the acquisition of the entire issued share capital of a holding company and its three subsidiary businesses (comprising recycling, concrete pumps and road works) to form part of the West Region on a cash-free debt-free basis for £12.3 million. The revenues of the target company in 2022 were £13.1 million. The purchase price is based on an indicative EBITDA multiple of 5.4x.

On 20 January 2023, the Company also completed the acquisition of a local agri-lime supplier in the North East Region. The revenues of the acquired company in 2022 were £1.4 million. The purchase price is based on an indicative EBITDA multiple of 6.2x;

Summary details of the potential Acquisitions are set out below, all of which are expected to be net earnings enhancing in the first full year of ownership:

· the potential acquisition of a quarry business to form part of the North East Region. The purchase price is based on an indicative EBITDA multiple of 5.0x;

· the potential acquisitions of three quarries to form part of the North East Region. The purchase price is based on an indicative aggregate EBITDA multiple of 3.8x; and,

· the potential acquisitions of four construction materials businesses to form part of the North West Region. The purchase price is based on an indicative aggregate EBITDA multiple of 5.1x.

Summary details of the Organic Investment Projects are set out below:

· the expansion of a carbon capture facility in the North East Region in conjunction with Aqualung, which will further accelerate progress towards the Company's ESG targets with regards to capture of CO₂ emissions;

· the expansion of a site to secure long term reserves of mineral in the North West Region;

· the conversion to biofuel of kiln operations in the North East Region, which will accelerate progress towards the Company's ESG targets with regards to conversion of historical use of fossil fuel for kiln operations. The investment is based on an indicative aggregate EBITDA multiple of 2.1x; and

· the lease of land and construction of an asphalt plant in the North West Region in a strategic location close to a motorway, with a long-term lease and option for extension. The investment is based on an indicative aggregate EBITDA multiple of 3.4x.

The above Transactions are at varying stages of negotiation and documentation. Some of the Transactions, to the extent indicated above, have already completed. For others, discussions in relation to commercial terms, due diligence and legal documentation are well advanced but no binding documentation has been entered into and therefore there can be no certainty that some or all of these projects will be concluded.

The Board believes that all of the Transactions described above are capable of being entered into in 2023. Whilst none of the Acquisitions are conditional upon completion of the Fundraising, the Fundraising will facilitate negotiations and help the delivery of the Acquisitions.

Director Participation

Certain Directors and employees of the Group have indicated their intention to participate in the Placing which amounts to proceeds of approximately £246,000 in aggregate. The following Directors have indicated their intention to participate in the Placing.

Name	Number of existing Ordinary Shares	Percentage of existing issued share capital	Number of Placing Shares	Number of Ordinary Shares on Admission	Percentage of Enlarged Share Capital on Admission
David Barret	3,053,439	0.48%	265,741	3,319,180	0.48%
Max Vermorken	762,219	0.12%	64,815	827,034	0.12%
Garth Palmer	616,146	0.10%	55,556	671,702	0.10%
Alphons (Fons) Vermorken	266,884	0.04%	23,148	290,032	0.04%
Dean Masefield	78,868	0.01%	9,259	88,127	0.01%
Charles Trigg	344,830	0.05%	37,037	381,867	0.06%

Trading Update and notice of results

On 31 January 2023, the Company provided a year-end trading update, announcing that underlying FY22 EBITDA and EPS were expected to be slightly ahead of the market consensus expectations at the time¹ of the announcement, and provided updated guidance for FY22 revenues to be greater than £525m, underlying EBITDA to be greater than £100m, underlying EPS to be greater than 7.7 pence and leverage to be within the Group's target of below 2.0x EBITDA.

The Company also reported that trading in the early weeks of FY23 had been encouraging. The Board reiterated its confidence in the Group's ability to achieve further progress in 2023. It was also noted that the Group had continued to develop its pipeline of strategic development projects, with opportunities identified to accelerate strategic objectives and enhance financial performance across many of the Group's platforms. The Company expects to announce its final audited results for the year ended 31 December 2022 on 27 March 2023.

¹ Company compiled analyst consensus estimates as at 31 January 2023: revenue of £525m, underlying EBITDA of £99.5m, underlying EPS of 7.7p and leverage ratio of 2.0x

IMPORTANT NOTICES

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

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

Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting as nominated adviser for the purposes of the AIM Rules for Companies and joint bookrunner to the Company in connection with the Placing. Liberum is acting exclusively for the Company and no one else in connection with the Placing. Liberum is not acting for the Company in relation to the REX Retail Offer nor is it acting for any other person in connection with the matters referred to in this Announcement. Liberum's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchanges and are not owed to the Company or to any director of the Company or to any recipient of this document. Liberum will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any other person on the transaction, matter or arrangements described in this document.

Redburn, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Redburn or for advising any other person on the transaction, matter or arrangements described in this document.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company or the Joint Bookrunners or by any of their 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.

The distribution of this Announcement in certain jurisdictions may be restricted by law. This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States of America, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any jurisdiction in which such offer or solicitation would be unlawful and should not be relied upon in connection with any decision, or as any inducement, to subscribe for or acquire any new Ordinary Shares. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. No public offer of securities is being made in the United Kingdom or elsewhere.

This Announcement is for information purposes only and is directed only at Relevant Persons. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This Announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States. New Ordinary Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act") or an exemption therefrom. The Company has not and does not intend to register any securities under the US Securities Act and does not intend to offer any securities to the public in the United States. 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. The New Ordinary Shares have not been and will not be registered with any regulatory authority of any state within the United States.

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

Information to Distributors

EU Product Governance Requirements

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

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners shall only procure investors which meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

The terms and conditions contained in this Announcement, including this Appendix (together the "Announcement") (the "Terms and Conditions") and the information comprising this Announcement are restricted and are not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa, or Japan, or any other state or jurisdiction in which such release, publication or distribution would be unlawful. The Terms and Conditions and the information contained herein is not intended to and does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, or any other state or jurisdiction in which such an offer would be unlawful.

Important information regarding the Placing for invited Placees only

Members of the public are not eligible to take part in the Placing. This Announcement and the Terms and Conditions are directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors (for the purposes of this Announcement, referred to as "EEA Qualified Investors") as defined in article 2(e) of regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); and (b) if in the United Kingdom, persons who are qualified investors (for the purposes of this Announcement referred to as "UK qualified investors") within the meaning of article 2(e) of the UK version of the EU Prospectus Regulation which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") ("UK Qualified Investors") and who: (i) have professional experience in matters relating to investments who fall within the definition of 'investment professionals' in article 19(5) of the Financial Services and Markets Act 2000 (financial promotion) order 2005 as amended (the "Order"), or (ii) are high net worth companies, unincorporated associations or partnership or trustees of high value trusts as described in article 49(2) of the Order; or (c) persons to whom it may otherwise be lawful to communicate it to ( all such persons in (a), (b) and (c), together, being referred to as "Relevant Persons" ). This Announcement and the Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement and the Terms and Conditions relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By accepting the Terms and Conditions each Placee represents and agrees that it is a Relevant Person. This Announcement and the Terms and Conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement and the Terms and Conditions set out herein relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Announcement does not itself constitute an offer for sale or subscription of any securities in the Company in any jurisdiction in which it would be unlawful. This Announcement has been issued by and is the sole responsibility of the Company.

The Placing Shares have not been and will not be registered under the US Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold only outside the United States in "offshore transactions" as defined in, and in accordance with Regulation S of the US Securities Act ("Regulation S").

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 the adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

This Announcement does not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for publication or distribution in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations. The distribution of this Announcement (or any part of it or any information contained within it) in other jurisdictions may be restricted by law and therefore persons into whose possession this Announcement (or any part of it or any information contained within it) comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Ordinary Shares have not been and will not be registered under the US Securities Act nor under the applicable securities laws of any state of the United States or any province or territory of Canada, Australia, New Zealand, the Republic of South Africa or Japan. Accordingly, the Shares may not be offered or sold directly or indirectly in or into or from the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or to any resident of the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. No public offering of securities is being made in the United States. The Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Each Placee should consult with its own advisers as to legal, tax, business, financial and related aspects of a purchase of and/or subscription for the Placing Shares.

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

Each Placee will be deemed to have read and understood this Announcement in its entirety and to be making such offer on these Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in these Terms and Conditions. In particular each such Placee represents, warrants and acknowledges to each of the Company and the Joint Bookrunners that:

(a)  it is a Relevant Person (as defined above) and undertakes that it will purchase and/or subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

(b)  it is acquiring the Placing Shares for its own account or acquiring the Placing Shares for an account with respect to which it has sole investment discretion and has the authority to make, and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

(c)  in the case of any Placing Shares subscribed for by it as a financial intermediary as that term is used in Article 5 of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable);

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

(e)  where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than EEA Qualified Investors or UK Qualified Investors (as applicable), the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or UK Prospectus Regulation as having been made to such persons;

(f)  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 Announcement; and

(g)  it is not a US Person (as defined in, and in accordance with Regulation S) and it, and any accounts it represents, (i) is, or at the time the Placing Shares are acquired will be, outside the United States and is not acquiring the Placing Shares for the account or benefit of any US Person (as defined in, and in accordance with Regulation S) or any other person located in the United States, (ii) is acquiring the Placing Shares in an "offshore transaction" (as defined in, and in accordance with Regulation S) and (iii) will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" as defined in, and in accordance with Regulation S or in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act.

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

Neither Peel Hunt, Liberum Capital or Redburn nor any of their affiliates, agents, directors, officers or employees, make any representation to any Placees regarding an investment in the Placing Shares.

Introduction

Each of Peel Hunt, Liberum Capital and/or Redburn, as applicable, may require a Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations and/or undertakings as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this Announcement, a "Placing Letter"). The terms of this Announcement will, where applicable, be deemed to be incorporated into that Placing Letter.

Details of the Placing

The Joint Bookrunners have entered into the Placing Agreement with the Company, under which the Joint Bookrunners have agreed, on the terms and subject to the conditions set out therein, and undertaken to use their reasonable endeavours to procure, as the Company's agents for the purpose of the Placing, subscribers for the Placing Shares at the Placing Price.

The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms, as detailed further below.

The Placing Shares are and will be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares to the relevant Placees.

Application for admission to trading

Application has been or will be made to the London Stock Exchange for Admission of the Placing Shares to be issued pursuant to the Placing to trading on AIM.

Should the conditions in the Placing Agreement not be satisfied or waived (if applicable), Admission will not occur. It is expected that Admission shall be on 28 February 2023.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Proposals and no such prospectus is required (in accordance with the UK Prospectus Regulation and/or the EU Prospectus Regulation) to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement released by the Company today and subject to the further terms set forth in the trade confirmation or contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement  and all other publicly available information previously or simultaneously published by the Company by notification to a Regulatory Information Service or otherwise filed by the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Peel Hunt, Liberum Capital or Redburn, or any other person and none of the Company, Peel Hunt, Liberum Capital, Redburn, or any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph should exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand by Placees for participation in the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

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

Participation in, and principal terms of, the Placing

1.  Each of Peel Hunt, Liberum Capital and Redburn, (whether through itself or any of its affiliates) is arranging the Placing as placing agent and broker of the Company for the purpose of each using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

2.  Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by any of Peel Hunt, Liberum Capital and/or Redburn. Peel Hunt, Liberum Capital and/or Redburn, and/or their respective affiliates, may participate in the Placing as principals (and are each entitled to enter bids as principal in the Bookbuild).

3.  The Bookbuild will establish the number of Placing Shares to be issued and will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild in respect of the Placing Shares and may be recorded in a term sheet entered into between them (the "Term Sheet"). The number of Placing Shares to be issued and the Placing Price will be announced on a Regulatory Information Service following completion of the Bookbuild.

4.  To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at any of the Joint Bookrunners. Each bid should state the number of Placing Shares for which the prospective Placee wishes to subscribe. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 13 below.

5.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the Joint Bookrunners' consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the Joint Bookrunners, to pay to them (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each prospective Placee's obligations will be owed to the Company and the Joint Bookrunners.

6.  The Bookbuild in respect of the Placing is expected to close no later than 7:00 a.m. on 23 February 2023, but the Bookbuild may be closed earlier or later at the discretion of the Joint Bookrunners and the Company. The Joint Bookrunners may, in agreement with the Company, accept bids, either in whole or in part, that are received after the Bookbuild has closed.

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

8.  Each Placee's commitment will be made solely on the basis of the information set out in the Announcement . By participating in the Placing, Placees will be deemed to have read and understood the Terms and Conditions and the rest of this Announcement in its entirety and to be participating and making an offer for the Placing Shares on the Terms and Conditions. Each Placee will be deemed to have read and understood the Terms and Conditions in their entirety and to be making such offer on the Terms and Conditions and to be providing the representations, warranties and acknowledgements and undertakings contained in the Terms and Conditions.

9.  The Placing Price will be a fixed price of 54 pence per Placing Share.

10.  An offer for Placing Shares, which has been communicated by a prospective Placee to Peel Hunt , Liberum Capital and/or Redburn, shall not be capable of withdrawal or revocation without the consent of Peel Hunt , Liberum Capital and/or Redburn (as applicable).

11.  Each Placee's allocation will be confirmed to Placees orally or in writing by Peel Hunt, Liberum Capital or Redburn as soon as practicable following the close of the Bookbuild. The terms of this Announcement will be deemed incorporated by reference therein. The oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Peel Hunt, Liberum Capital or Redburn (as applicable), and the Company, under which it agrees to subscribe for and/or acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Announcement and in accordance with the Company's articles of association. Except as required by law or regulation, no press release or other announcement will be made by Peel Hunt, Liberum Capital, Redburn or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12.  Each Placee will have an immediate, separate, irrevocable and binding obligation owed to Peel Hunt, Liberum Capital or Redburn (as agent for the Company), as applicable, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up.

13.  The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined by them (after consultation so far as is practicable with the Company) and may scale down any bids for this purpose on such basis as they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, and subject to prior agreement with the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing at its discretion.

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

15.  All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing Agreement not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

17.  To the fullest extent permissible by law, none of the Company, Peel Hunt, Liberum Capital and Redburn, or any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these Terms and Conditions. In particular, none of the Company, Peel Hunt, Liberum Capital and Redburn, or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Peel Hunt's, Liberum Capital's and/or Redburn' conduct of the Bookbuild. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees, and none of Peel Hunt, Liberum Capital nor Redburn shall have any liability to Placees for the failure of the Company to fulfil those obligations. 

18.  Peel Hunt, Liberum Capital and Redburn shall, following consultation with the Company (so far as is practicable) be entitled to allocate Placing Shares at their respective discretions to Placees in respect of their allocations of Placing Shares.

Conditions of the Placing

The Joint Bookrunners' obligations under the Placing Agreement are conditional on, inter alia:

(a)  the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(b)  Admission of the Placing Shares taking place by no later than 8.00 a.m. on 23 February 2023.

The Placing Agreement contains certain warranties and representations from the Company and an indemnity from the Company for the benefit of the Joint Bookrunners. The Placing Agreement contains certain conditions to be satisfied (or, where permitted, waived or extended in writing by the Joint Bookrunners) on or prior to Admission, including there having been no material adverse change, the warranties being true and accurate and not misleading (in the opinion of all of the Joint Bookrunners) and the performance by the Company of its obligations under the Placing Agreement.

None of the Company, the Directors and the Joint Bookrunners owes any fiduciary duty to any Placee in respect of the representations, warranties, undertakings or indemnities in the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or waived by the Joint Bookrunners by the time or date where specified (or such later time or date as the Company, Peel Hunt, Liberum Capital and Redburn may agree, being not later than 10 March 2023), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Joint Bookrunners may, in their respective absolute discretion, waive, or extend the period for compliance with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that, inter alia, the condition relating to Admission taking place may not be waived and the period for compliance with such condition may not be extended. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Joint Bookrunners nor the Company (as the case may be) shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the respective absolute discretions of the Joint Bookrunners.

Right to terminate under the Placing Agreement

The Joint Bookrunners may, jointly or separately, in their respective absolute discretions, at any time before Admission terminate the Placing Agreement by giving notice to the Company and/or the other(s) as the case may be, in certain circumstances, including, inter alia, where:

(a)  in the opinion of the relevant Joint Bookrunner(s) (acting in good faith), any of the warranties given by the Company to the Joint Bookrunners are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

(b)  in the opinion of the relevant Joint Bookrunner(s) (acting in good faith), the Company fails to comply with any of its obligations under the Placing Agreement and that failure is (in the opinion of the relevant Joint Bookrunner(s)) material in the context of the Proposals; or

(c)  in the opinion of the relevant Joint Bookrunner(s) (acting in good faith), there has been a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on the operations, condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or the Group respectively, whether or not foreseeable and whether or not arising in the ordinary course of business; or

(d)  there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary), an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law, or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of any of the Joint Bookrunners (acting in good faith) to materially prejudice the success of the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these Terms and Conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by any of Peel Hunt, Liberum Capital and/or Redburn of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of any of Peel Hunt, Liberum Capital and/or Redburn (as applicable), and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against, Peel Hunt, Liberum Capital, Redburn and/or the Company, nor any of their respective affiliates, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BYX5K988) following Admission will take place within CREST. Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Peel Hunt, Liberum Capital and Redburn (as agent for the Company), as applicable, and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Peel Hunt, Liberum Capital or Redburn (as applicable).

The expected date of settlement in respect of the Placing Shares will be communicated to you by Peel Hunt, Liberum or Redburn (as the case may be) and settlement will be in accordance with the instructions set out in the trade confirmation. 

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

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

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and each of the Joint Bookrunners, namely that, each Placee (and any person acting on such Placee's behalf):

1.  represents and warrants that it has read and understood this Announcement in its entirety and that its subscription for and/or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained in this Announcement and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;

2.  acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Peel Hunt, Liberum Capital or Redburn, nor their respective affiliates or any person acting on either of their behalves has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Joint Bookrunners, the Company, or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the research department of any of Peel Hunt, Liberum Capital or Redburn (the views of such research departments not representing and being independent from those of the Company and the respective corporate finance departments of  Peel Hunt, Liberum Capital and Redburn and not being attributable to the same)), and none of Peel Hunt, Liberum Capital, Redburn nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Peel Hunt, Liberum Capital and/or Redburn, their affiliates or any other person acting on its or their behalf has or may have conducted;

3.  acknowledges that none of the Joint Bookrunners, the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Peel Hunt, Liberum Capital, Redburn, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and acknowledge that they have read and understood this Announcement;

4.  acknowledges that no offering document or prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing;

5.  represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under UK MAR);

6.  if it has received any confidential price sensitive information (including inside information as defined under UK MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not: (a) dealt in the securities of the Company, (b) encouraged or required another person to deal in the securities of the Company or (c) disclosed such information to any person, prior to the information being made publicly available;

7.  acknowledges that neither Peel Hunt, Liberum Capital nor Redburn has any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that neither Peel Hunt, Liberum Capital nor Redburn is acting for them or their clients and that each of Peel Hunt, Liberum Capital and Redburn will not be responsible for providing protections to it or its clients;

8.  has the funds available to pay in full for the Placing Shares for which it has agreed to subscribe and/or purchase and that it will pay the total amount due by it in accordance with the terms set out in this Announcement and, as applicable, as set out in the trade settlement or the contract note on the due time and date;

9.  acknowledges that none of Peel Hunt, Liberum Capital, Redburn nor any of their affiliates or any person acting on behalf of any of Peel Hunt, Liberum Capital or Redburn or any such affiliate has or shall have any liability for this Announcement and any publicly available or filed 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;

10.  acknowledges that none of Peel Hunt, Liberum Capital, Redburn, the ultimate holding company of any of Peel Hunt, Liberum Capital or Redburn nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Peel Hunt's, Liberum Capital's and/or Redburn's role as placing agent (where applicable) or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which it may have in respect thereof;

11.  understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and are being offered in a transaction not involving any public offering in the United States, (ii) the Placing Shares are being offered and sold pursuant to Regulation S under the US Securities Act or in a transaction exempt from or not subject to the registration requirements under the US Securities Act; and (iii) the Placing Shares may not be reoffered, resold, pledged or otherwise transferred except in accordance with Regulation S under the US Securities Act or pursuant to an exemption from or in a transaction not subject to the registration requirements under the US Securities Act;

12.  represents and warrants that it is not a US Person (as defined in, and in accordance with Regulation S) and that it, and any accounts it represents, (i) is, or at the time the Placing Shares are acquired will be, outside the United States and is not acquiring the Placing Shares for the account or benefit of any US Person or any other person located in the United States, (ii) is acquiring the Placing Shares in an "offshore transaction" (as defined in, and in accordance with Regulation S) and (iii) will not offer or sell, directly or indirectly, any of the Placing Shares except in an "offshore transaction" as defined in, and in accordance with Regulation S or in the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act;

13.  will not distribute, forward, transfer or otherwise transmit this Announcement, any information contained within it or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

14.  acknowledges that the offer of the Placing Shares may involve tax consequences, and that the contents of this Announcement does not contain tax advice or information. The Placee acknowledges that it must retain its own professional advisors to evaluate the tax, financial and any and all other consequences of an investment in the Placing Shares;

15.  represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer and resale;

16.  unless otherwise specifically agreed in writing with Peel Hunt, Liberum Capital and/or Redburn, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

17.  acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

18.  represents and warrants that the issue or transfer to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

19.  represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993 and UK MAR (as defined below); (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 (as amended) or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Peel Hunt, Liberum Capital and/or Redburn such evidence, if any, as to the identity or location or legal status of any person which Peel Hunt, Liberum Capital and/or Redburn may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Peel Hunt, Liberum Capital and/or Redburn on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Peel Hunt, Liberum Capital and/or Redburn may decide in their sole discretion;

20.  represents and warrants that it is acquiring the Placing Shares for its own account or acquiring the Placing Shares for an account with respect to which it has sole investment discretion and has the authority to make, and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement ;

21.  if it is a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), represents and warrants that the Placing Shares subscribed for and/or purchased by it in the Placing will not be subscribed for and/or purchased on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or in a Member State (as applicable) in circumstances which may give rise to an offer to the public other than an offer or resale in the United Kingdom or in a Member State to Qualified Investors, or in circumstances in which the prior consent of Peel Hunt, Liberum Capital and/or Redburn has been given to each such proposed offer or resale;

22.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in, and which will not result in, an offer to the public in the United Kingdom, Switzerland or a Member State;

23.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

24.  acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the UK version of the Market Abuse Regulation (EU Regulation No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the " UK MAR ")) which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and that it is able to obtain or access such information or comparable information concerning other publicly traded company without undue difficulty;

25.  represents and warrants that it has complied and will comply with all applicable provisions of UK MAR with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom or the European Economic Area (as applicable);

26.  unless otherwise specifically agreed with Peel Hunt, Liberum Capital and/or Redburn in writing, represents and warrants that it is a Qualified Investor;

27.  represents and warrants that it is a person: (i) who has professional experience in matters relating to investments falling within Article 19(1) of the FPO; or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the FPO; or (iii) are persons to whom it may otherwise be lawfully communicated;

28.  if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for and/or purchase Placing Shares under the Placing and will not be any such person on the date that such subscription and/or purchase is accepted;

29.  is aware of and acknowledges that it is required to comply with all applicable provisions of the FSMA and UK MAR with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

30.  represents and warrants that it and any person acting on its behalf is entitled to subscribe for and/or acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

31.  where it is subscribing for and/or acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to subscribe for and/or acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Announcement, of which this Announcement forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Peel Hunt, Liberum Capital and/or Redburn;

32.  undertakes that it (and any person acting on its behalf) will make payment to Peel Hunt, Liberum Capital and/or Redburn for the Placing Shares allocated to it in accordance with this Announcement, including this Announcement, on the due time and date as will be notified to it by Peel Hunt, Liberum and/or Redburn, failing which the relevant Placing Shares may be placed with other parties or sold as Peel Hunt, Liberum Capital and/or Redburn (as the case may be) may in their sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Peel Hunt, Liberum Capital and/or Redburn (as the case may be) on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

33.  acknowledges that none of Peel Hunt, Liberum Capital, Redburn, any of their affiliates, or any person acting on behalf of either Peel Hunt, Liberum Capital or Redburn or any such affiliate, 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 treated for these purposes as a client of Peel Hunt, Liberum Capital and/or Redburn and that neither Peel Hunt, Liberum Capital nor Redburn have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

34.  undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. None of Peel Hunt, Liberum Capital, Redburn nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company, Peel Hunt, Liberum Capital and Redburn in respect of the same;

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

36.  acknowledges that time shall be of the essence as regards to its obligations pursuant to this Announcement;

37.  agrees that the Company, Peel Hunt, Liberum Capital and Redburn and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Peel Hunt, Liberum Capital and Redburn on their own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

38.  agrees to indemnify on an on demand, after-tax basis and hold the Company, Peel Hunt, Liberum Capital and Redburn and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

39.  acknowledges that no action has been or will be taken by any of the Company, Peel Hunt, Liberum Capital, Redburn or any person acting on behalf of the Company, Peel Hunt, Liberum Capital or Redburn that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

40.  acknowledges that it is an institution or natural person (as applicable) that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for and/or acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

41.  acknowledges that its commitment to subscribe for and/or purchase Placing Shares on the terms set out herein and in the trade confirmation or contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

42.  acknowledges that Peel Hunt, Liberum Capital and/or Redburn or any of their affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

43.  represents and warrants that, if it is a pension fund or investment company, its subscription and/or purchase of Placing Shares is in full compliance with all applicable laws and regulation;

44.  to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in this Announcement;

45.  acknowledges that the allocation of Placing Shares (in respect of the Placing shall be determined by Peel Hunt, Liberum Capital and Redburn after consultation with the Company (so far as is practicable) and Peel Hunt, Liberum Capital and Redburn may scale back any placing commitment on such basis as they may determine (which may not be the same for each Placee);

46.  irrevocably appoints any Director and any director or duly authorised employee or agent of Peel Hunt, Liberum Capital or Redburn to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for and/or purchase of all or any of the Placing Shares allocated to it in the event of its own failure to do so;

47.  the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such Placing Shares or interests in accordance with the Articles (as amended from time to time);

48.  if it is acting as a "distributor" (for the purposes of the UK Product Governance Requirements):

(1)  it acknowledges that the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

(2)  notwithstanding any UK Target Market Assessment undertaken it confirms that, other than where it is providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market; and

(3)  it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom; and

49.  the Company , Peel Hunt, Liberum Capital and Redburn will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. The Placee agrees to indemnify on an on demand, after-tax basis and hold each of, the Company, Peel Hunt, Liberum Capital and Redburn and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Announcement.

The representations, warranties, acknowledgments and undertakings contained in this Announcement are given to Peel Hunt, Liberum Capital, Redburn and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription and/or purchase of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription and/or purchase by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for and/or acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company, nor Peel Hunt nor Liberum Capital nor Redburn will be responsible, and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an on demand, after-tax basis and to hold harmless the Company, Peel Hunt, Liberum Capital and Redburn in the event that any of the Company, Peel Hunt, Liberum Capital or Redburn has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Peel Hunt, Liberum Capital and/or Redburn accordingly.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither Peel Hunt, Liberum Capital nor Redburn owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

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

All times and dates in this Announcement may be subject to amendment. Peel Hunt, Liberum Capital and/or Redburn shall notify the Placees and any person acting on behalf of the Placees of any changes.

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

Supply and disclosure of information

If the Joint Bookrunners or the Company or any of their agents request any information about a Placee's agreement to subscribe for and/or acquire Placing Shares under the Placing, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

Data protection

Each Placee acknowledges that it has been informed that, pursuant to GDPR the Company and/or the Registrar will, hold personal data (as defined in GDPR) relating to past and present Shareholders. Personal data will be retained on record for a period exceeding seven years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with GDPR and shall only process for the purposes set out in the Company's privacy notice (the "Purposes") which is available for consultation on the Company's website at www.sigmaroc.com   (the "Privacy Notice") which include to:

(a)  process its personal data to the extent and in such manner as is necessary for the performance of its obligations under its respective service contracts, including as required by or in connection with the Placee's holding of Placing Shares, including processing personal data in connection with credit and anti-money laundering checks on it;

(b)  communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares;

(c)  comply with the legal and regulatory obligations of the Company and/or the Registrar; and

(d)  process its personal data for the Registrar's internal administration.

Where necessary to fulfil the Purposes, the Company will disclose personal data to:

(a)  third parties located outside of the United Kingdom if necessary for the Registrar to perform its functions, or when it is within its legitimate interests, and in particular in connection with the holding of Placing Shares; or

(b)  its affiliates, the Registrar and their respective associates, some of which may be located outside the United Kingdom.

Any sharing of personal data between parties will be carried out in compliance with the GDPR and as set out in the Privacy Notice.

Becoming registered as a holder of Placing Shares, a person becomes a data subject (as defined under GDPR). In providing the Registrar with information, the Placee hereby represents and warrants to the Company and the Registrar that: (i) it complies in all material aspects with its data controller obligations under GDPR, and in particular, it has notified any data subject of the Purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice; and (ii) where consent is legally competent and/or required under GDPR the Placee has obtained the consent of any data subject to the Company, the Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes).

Each Placee acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the Placee is a natural person he or she has read and understood the terms of the Privacy Notice.

Each Placee acknowledges that by submitting personal data to the Registrar (acting for and on behalf of the Company) where the Placee is not a natural person it represents and warrants that:

(a)  it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Placee may act or whose personal data will be disclosed to the Company as a result of the Placee agreeing to subscribe for and/or purchase Placing Shares; and

(b)  the Placee has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.

Where the Placee acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Placing:

(a)  comply with all applicable data protection legislation;

(b)  take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(c)  if required, agree with the Company and the Registrar, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(d)   immediately on demand, fully indemnify each of the Company and the Registrar and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company and/or the Registrar in connection with any failure by the Placee to comply with the provisions set out above.

Miscellaneous

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

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified by such Placee to the Joint Bookrunners .

Each Placee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which the Placee has agreed to subscribe for and/or acquire pursuant to the Placing have been acquired by the Placee. The contract to subscribe for and/or acquire Placing Shares under the Placing and the appointments and authorities mentioned in this Announcement will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners and the Company, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for and/or acquire Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

The Joint Bookrunners and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and to the Placing Agreement not having been terminated.

 

END

 

 

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