Proposed Firm Placing and Open Offer

RNS Number : 7895C

Tekmar Group PLC

25 February 2022

 

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25 February 2022

TEKMAR GROUP PLC

("Tekmar", the "Company" and, together with its subsidiaries, the "Group")

Proposed Firm Placing and Open Offer

to raise, in aggregate, no less than approximately £4 million

Tekmar Group (AIM: TGP), a leading provider of technology and services for the global offshore energy markets, announces a proposed conditional placing (the "Firm Placing"), via an accelerated bookbuild (the "Bookbuild" or "Bookbuild Process"), of new ordinary shares of 1p each ("Ordinary Shares") in the capital of the Company.

The Firm Placing will be conducted at a price of 45 pence per share (the "Issue Price") to raise no less than approximately £4 million. The Firm Placing (including the Directors' Subscription as defined below) will comprise the issue of no less than 8,900,000 new Ordinary Shares (the "Firm Placing Shares"), representing no less than 17.2 per cent. of the existing issued ordinary share capital of the Company.

All of the Company's executive and non-executive Directors are expected to participate in the Firm Placing. Alasdair MacDonald, CEO, intends to subscribe for 111,111 Firm Placing Shares, raising approximately £50,000 and the remaining Directors intend to participate by way of subscription (the "Directors' Subscription") for, in aggregate, 122,222 new Ordinary Shares (the "Directors' Subscription Shares") raising approximately £55,000. The Directors' Subscription will form part of the Firm Placing. Therefore, it is expected that the Directors will raise, in aggregate, gross proceeds of approximately £105,000.

Qualifying Shareholders will be offered the opportunity to subscribe for an aggregate of up to 2,249,015 new Ordinary Shares through an open offer at the Issue Price (the "Offer Shares") to raise approximately £1 million (before expenses) (the "Open Offer", together with the Firm Placing, the "Fundraising").

Capitalised terms used in this announcement including the appendices (the "Appendices", together, the "Announcement") have the meanings given to them in Appendix II, unless the context provides otherwise.

Highlights

· Proposed Firm Placing of no less than 8,900,000 Firm Placing Shares at a price of 45 pence per share to raise gross proceeds of no less than approximately £4 million.

· The net proceeds will be used to:

o  provide working capital headroom to support new contract deployment;

o  invest in operational efficiency improvements;

o  support the Company's R&D and technology roadmap; and

o  strengthen the Company's balance sheet.

· The Firm Placing is to be conducted by way of an accelerated bookbuild process by Singer Capital Markets, which will be launched in accordance with the Terms and Conditions set out at Appendix I to this Announcement, immediately following this Announcement.

· The Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 2,249,015 Offer Shares at the Issue Price, to raise approximately £1 million (before expenses), on the basis of 1 Open Offer Share for every 23 Existing Ordinary Shares held by the Shareholder at the Record Date. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

· The Issue Price of 45 pence represents a premium of 7.1 per cent. to the closing mid-market price of 42 pence per Ordinary Share on 24 February 2022, being the last practicable trading day prior to release of this Announcement.

· The Firm Placing Shares and the Offer Shares are expected to be admitted to trading on AIM on or around 17 March 2022 ("Admission").

· All of the Company's Directors intend to participate in the Firm Placing, subscribing for, in aggregate, 233,333 Firm Placing Shares, raising approximately £105,000 of the total gross proceeds of the Firm Placing.

· Admission is conditional, inter alia, upon the approval of the Company's ordinary shareholders (the "Shareholders") at a general meeting to be held on 16 March 2022 at the offices of Tekmar Group plc, Innovation House, Centurion Way, Darlington DL3 0UP (the "General Meeting"). The notice convening the General Meeting will be set out in a circular (the "Circular") expected to be sent to Shareholders on or around 28 February 2022.

· The final number of New Ordinary Shares to be placed will be determined by Singer Capital Markets, in consultation with the Company, at the close of the Bookbuild Process and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild Process and the allocation of the Firm Placing Shares thereunder, will be determined by Singer Capital Markets in consultation with the Company.

· Neither the Firm Placing nor the Open Offer is being underwritten (in whole or in part) by Singer Capital Markets or any other person.

· Appendix I to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Firm Placing.

Further details of the Firm Placing will be set out in an announcement made on the closing of the Firm Placing, expected to be later today.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Firm Placing and further information relating to the Firm Placing and any participation in the Firm Placing that is described in Appendix I to this Announcement (which forms part of this Announcement).

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

Expected Timetable of Principal Events

	2022
Record Date for entitlement under the Open Offer	6.00 p.m. on 24 February
Announcement of Final Results for 18 month period to 30 September 2021	7.00 a.m. on 25 February
Announcement of the Fundraising	7.01 a.m. on 25 February
Announcement of the results of the Firm Placing	25 February
Publication and posting of the Circular, Form of Proxy and, to Qualifying Non-Crest Shareholders, the Application form	28 February
Ex-Entitlement date of the Open Offer	8.00 a.m. on 28 February
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	1 March
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements	4.30 p.m. on 8 March
Latest time and date for depositing Open Offer Entitlements in CREST	3.00 p.m. on 9 March
Latest time and date for splitting of Application Forms under the Open Offer	3.00 p.m. on 10 March
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	11 March
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 14 March
General Meeting	16 March
Results of the General Meeting and the Open Offer announced	16 March
Admission of the Firm Placing Shares and Offer Shares to trading on AIM and commencement of dealings	8.00 a.m. on 17 March
Expected date for CREST accounts to be credited in respect of new Ordinary Shares in uncertificated form	17 March
Expected date for dispatch of definitive share certificates for new Ordinary Shares in certificated form	Within 10 business days of Admission

Enquiries:

Tekmar Group plc Alasdair MacDonald, CEO Derek Bulmer, CFO	[phone]
Singer Capital Markets (Nominated Adviser and Joint Broker) Rick Thompson / Rachel Hayes / Amanda Gray / Alex Bond	[phone]
Bamburgh Capital Limited (Financial PR & Investor Relations) Murdo Montgomery	[phone]

The person responsible for arranging the release of this announcement on behalf of the Company is Derek Bulmer, Chief Financial Officer.

About Tekmar Group plc  -  www.tekmargroup.com

Tekmar Group plc (LON:TGP) collaborates with its partners to deliver robust and sustainable engineering led solutions that enable the world's energy transition.

Through our Offshore Energy and Marine Civils Divisions we provide a range of engineering services and technologies to support and protect offshore wind farms and other offshore energy assets and marine infrastructure. With near 40 years of experience, we optimise and de-risk projects, solve customers' engineering challenges, improve safety and lower project costs. Our capabilities include geotechnical design and analysis, simulation and engineering analysis, bespoke equipment design and build, subsea protection technology and subsea stability technology. 

We have a clear strategy focused on strengthening Tekmar's value proposition as an engineering solutions-led business which offers integrated and differentiated technology, services and products to our global customer base.

Headquartered in Darlington, UK, Tekmar Group has an extensive global reach with offices, manufacturing facilities, strategic supply partnerships and representation in 18 locations across Europe, Africa, the Middle East, Asia Pacific and North America.

For more information visit: www.tekmargroup.co.uk .

Subscribe to further news from Tekmar Group at Group News .

FURTHER INFORMATION

Background to the Fundraising

Overview

Tekmar was admitted to trading on AIM in June 2018 with a strategy to build on its significant opportunity within the global offshore energy markets by broadening and strengthening its portfolio of market leading subsea protection products and services, including through acquisitions. In the 18 months following its IPO, Tekmar built on its market leading position in supplying cable protection systems to the world's offshore wind farms through the acquisitions of Subsea Innovation in September 2018, Ryder Geotechnical in March 2019 and Pipeshield in October 2019. These acquisitions diversified the Group's offering across its core markets, brought complementary technology and intellectual property to the Group and provided access to new markets, territories and clients.

Coveted Customer Base

Tekmar assists its customers through de-risking projects, solving engineering challenges, improving safety and lowering project costs. Tekmar has a diverse range of high quality customers including:

· Energy Companies, where Tekmar reduces the Levelised Cost of Energy ("LCoE") over the project lifecycle;

· Tier 1 Contractors, where Tekmar reduces installation time, manages risk and supports the transition to the offshore wind market; and

· Manufacturers, where Tekmar ensures the customers' assets are protected.

Covid-19

The Group entered 2020 with a balanced commercial proposition in line with its strategic priorities. This momentum was tempered early in the year by the disruption caused by the emerging coronavirus outbreak in China, an important market for the Group. The pandemic subsequently caused significant disruption to the Group over the following two years.

The protracted impact of the pandemic has to some extent masked the importance of the acquisitions the Company has made in strengthening the foundations of Tekmar, building on its 36 years of industry experience in the challenging and complex subsea and offshore environment. Tekmar Group now employs some 170 employees across five group companies and operates out of 18 locations worldwide, including its own offices and facilities and partner representation.

Five Year Strategic Plan

In 2020, Alasdair MacDonald assumed the role of CEO, and, alongside working with the management team to navigate the challenges of the pandemic, established a refocused strategic plan for the Group in order that the business could realise its full potential. The plan focused on strengthening Tekmar's value proposition as an engineering solutions-led business that offered integrated and differentiated products and services to its global customer base.  The initial focus of the strategic plan was to embed a more efficient and simplified structure and in July 2021, the Company announced its longer term ambition (the "Strategic Plan" or "Plan") which can be summarised as follows:

· Build on the Company's strong foundations and double revenue organically within the next five years, from the FY20 revenue run-rate of £40m;

· Improve profitability and cash generation;

· Expand and deepen the capability offered to customers by both strengthening Tekmar's core offering and diversifying in to adjacent products markets and services where its technology, expertise and service level will resonate strongly;

· Focus the business on clear growth initiatives to diversify revenue mix into attractive growth and high value opportunities;

· Build Adjusted EBITDA to a sustainable mid-to-high teens percentage margin in the later years of the Plan; and

· Achieve stronger cashflow to support investment and fund complementary bolt-on acquisitions.

Strengthening Technology Roadmap

A critical element of Tekmar's strategy to capitalise on its growth opportunities is disciplined investment in innovation and applied engineering to future-proof the technology offering and anticipate the evolving needs of the customer in demanding and challenging offshore environments. The Group's technology road-map supports the organic growth plan, with disciplined investment across a rolling programme of key initiatives:

Completed:	Hadrian (software solution)	AgileDat (software solution)	Super-Mat (product engineering)	Grouting Division
Ongoing:	Wear testing (CPS)	Condition Monitoring (CPS)	Remedial Solutions	ABR - Advanced Bend Restrictor Design	Buoyancy
Planned:	Floating Wind	Predictive Wear Modelling	Generation 11 CPS

High Exposure to Rapidly Growing Markets

Importantly, the Company's growth strategy set out above is aligned with the compelling growth trends in Tekmar's core offshore energy markets, which supports significant growth opportunities across the business:

Offshore Wind Farm market trends 

Industry analysts are forecasting over 200GW of new offshore wind capacity is due to come online or enter construction globally by 2030. For reference, this represents a five-fold increase on the approximately 41GW of installed capacity that has been built over the last 31 years. Tekmar has visibility on over 300 projects planned for construction by 2030. Of the 35GW currently under construction or where the Final Investment Decision ("FID") has been made, China has the most under construction with 14GW, a market where Tekmar has an established commercial presence, through its Shanghai based subsidiary. Of the additional 168GW expected to enter construction by 2030, 27GW is in the US, 23GW is in China and 19GW is in the UK. Tekmar's commercial presence is well aligned with these territories, including through Tekmar's partnership agreement with Deepwater Buoyancy in the US. 

The Dogger Bank offshore wind farm, located in the UK and set to be the world's largest offshore wind farm, is an example of the opportunities this global industry investment represents for Tekmar. Tekmar has been awarded a contract to supply the first two phases (Dogger Bank A&B), representing 2.4GW of planned installed capacity combined, with a customer option for the third phase (Dogger Bank C), representing an additional 1.2GW of planned installed capacity. In addition to the recent award of the Dogger Bank contract, the Company has visibility over a number of large offshore wind projects (projects with installed capacity in excess of 1GW) which are seen as high probability for offshore and will commence in 2023 to 2028.  There are nine such major projects identified by the Company, with a total capacity of 12.1GW and which span across multiple geographies including the USA, UK & Taiwan. In addition, there are a significant number of projects below this 1GW threshold as well.

Energy markets are transforming as countries, companies, financial institutions and society more broadly align themselves to the purpose of the United Nation's global coalition for net-zero emissions by 2050. Recent landmark activity by governments includes the Scotwind auctions in January 2022, with seabed rights offered for 17 offshore wind projects and 25GW of total capacity. Floating offshore wind was an important part of the capacity mix for the auction and highlights how this type of complex installation is moving closer to the near-term construction horizon.

Offshore Wind Farm Operations and Maintenance ("O&M") market trends

The Company outlined, as part of the Strategic Plan, the opportunity to expand into the growing offshore wind O&M market. As the offshore wind market scales up and matures, it provides a significant growth opportunity for Tekmar to expand its involvement across the project lifecycle, supporting installed assets over the twenty to thirty years of their typically planned operational use. This is a key strategic initiative for the business and is a natural extension of its offering to a common customer base, leveraging Tekmar's technology and industry track record. The O&M market opportunity is aligned with Tekmar's focus as an engineering solutions-led business, where it can solve customer's engineering challenges by optimising and de-risking their installations and providing engineering support through the extended life cycle of the asset. Tekmar is actively involved in this space since 2019 and in FY2021, delivered a significant offshore O&M project to provide remedial services and technology for an operational offshore wind farm in the UK. With the global O&M market valued at £8.9 billion per year by 2030, the UK market valued at £1.3 billion per year by 2030, and with 80 new projects to be sanctioned in 2022, there is a significant growth opportunity for Tekmar.

Offshore Infrastructure market trends

The offshore infrastructure market complements Tekmar's offshore wind capability, providing a balanced portfolio and the opportunity for Tekmar to support clients in their energy transition strategy. The broader offshore energy market is a mature and important market for Tekmar, with offshore oil and gas investment expected to increase from $112 billion in 2022 to $142 billion by 2030, alongside the industry's transition to cleaner energy technologies.

Strategic Execution

The Company highlighted at its Capital Markets Day ("CMD") in July 2021 that delivery of the strategy would involve a transition period for the business through 2022, as management prepared the business for significant growth in order book, which the Directors anticipate flowing through to sustained revenue and profit growth from FY23 onwards. Notwithstanding the challenges of the current market environment, the Board's view on the trajectory of growth in the market remains very positive over the mid-to long term, supporting the Strategic Plan. This view is supported by visibility on planned offshore wind construction projects, with over 200GW of new capacity by 2030, and by broader market indicators and industry analysis. A summary of the key industry analysis is provided in the markets trends related commentary above.

The Board is greatly encouraged by the progress the business is making in executing on the Strategic Plan. The priority for the Board is to support management in the ongoing delivery of the Plan, to capitalise on the growth opportunities and support the operational efficiency improvements that the Board believes presents a compelling and clear path to the sustained improvement in profitability. It is also conscious that the business continues to operate in a market environment where the challenges of the pandemic have not yet abated. This has created pressure on companies operating across the offshore energy supply chain and the Board recognises that a clear advantage of strengthening the Group's balance sheet is to strengthen Tekmar's relative commercial and competition position.

Gross Margin Expansion Plan

As part of bridging the Company's financial ambitions under its Strategic Plan, the Directors see an opportunity to improve gross margin from the 24% margin the business delivered in 2021 to a target of approximately 35%, which represents a return to the gross margin percentage for the Group in FY2019.  A broad range of levers support this gross margin opportunity which can be grouped under three categories:

· the unwind of margin pressures which have lowered historical margin. This includes the de-risking of legacy fixed price contracts, the unwind of the recent cost inflation pressures across the industry supply chain, which continues to be a factor in the industry, and the evolution of the Group's cable protection system strategy;

· the positive effect of the business improvement initiatives highlighted above, including better project controls, more consistent execution and improved management of commercial risk; and

· margin improvement linked to the Group's specific growth initiatives, including the value of the Group's technology differentiation, the O&M opportunity and the operational gearing benefit of revenue growth and a relatively stable cost-base.

Reasons for the Fundraising and Use of Proceeds

The Directors believe that the net proceeds from the proposed Fundraising will help support the delivery of the Strategic Plan as the business transitions to sustained profitable growth, alongside strengthening the balance sheet as the industry recovers from the disruption caused by the pandemic.

It is proposed that the net proceeds will be used to:

· provide working capital headroom to support new contract deployment;

· invest in operational efficiency improvements;

· support the Company's R&D and technology roadmap; and

· strengthen the Company's balance sheet.

Current trading and prospects

Recent contract momentum and pipeline

The Company announced its results for the 18-month period to 30 September 2021 on 25 February 2022. A central message of these results is that the strategy is working and Tekmar is delivering on the priorities it has set out to transition the business to a trajectory of sustained profitable growth. When management set out the Strategic Plan, it highlighted there would be a transition period for the business extending through 2022 as the new leadership team embedded its strategy to reposition the business and the impact of lower volumes as the industry continued to experience the effects of COVID-19.

In announcing its results for FY21, the Company referenced the following contract awards highlighting the strategy in action in terms of diversification, regional expansion and the value to customers of Tekmar's integrated offering:

· significant ongoing O&M project supporting UK offshore wind farm;

· contract award for Dogger Bank offshore wind farm;

· integrated subsea scour protection contract worth in excess of £4m;

· contract award for offshore wind farm in Baltic Sea;

· regional expansion in Marine Civils and the largest ever Tekmar Group contract award (announced January 2022); and

· Approximately £7 million of revenue in China in FY21 - currently the leading offshore wind market.

These contract awards and related pipeline activity highlight a healthy level of forward visibility, with the Company reporting an order book at the end of December 2021 of £20.3 million, which is the highest order book value the Company has reported since its admission to AIM. This order book helps to support a broader pipeline of opportunity which the Company estimates to be in the region of £100 million. In addition to the £20.3 million order book, the Company estimates visible projects at advanced bid and bid stage to be in the region of £25 million, with the remainder representing a reasonable level of visibility through typical run-rate activity the Company expects to see and visible projects which have not yet reached the bid stage.

Outlook

As the Company highlighted in its trading update on 21 October 2021, the dislocation to global trade flows continues to act as a near-term headwind across the industry. However, whilst Tekmar is not immune to these industry-wide pressures, and it is difficult to assess when these pressures will abate, the Board is greatly encouraged by the operational progress the Company is making towards delivering its strategic goals announced at the 2021 CMD.

The Company has announced a number of significant contract wins over the course of the last six months, highlighting the progress the Company is making towards diversification and regional expansion, and reinforcing Tekmar's leading position as a trusted partner to customers. Of particular note, is the partnership with DEME Offshore, announced in December 2021, contracting Tekmar to design, manufacture and supply Cable Protection Systems ("CPS") for the Dogger Bank Wind Farm, which is set to become the world's largest offshore wind farm by capacity.

These recent contract wins highlight the commercial momentum which has developed across the business, demonstrating that customers are recognising the value of Tekmar's integrated solutions and services and engineering focus. This momentum is particularly important in the current financial year, as the Board aims to complete the transition period in FY22, ahead of restoring sustained profitable growth, achieving margin improvement and broadening the Company's growth strategy to strengthen its position in FY23 and beyond. 

In terms of financial performance for the current year, the Board expects revenues for the 12 months to 30 September 2022 to be ahead of the 12-month equivalent of approximately £32m for the period to 30 September 2021, and for revenues to be strongly weighted to the second half of the financial year. Management's visibility on this weighting is supported by a number of significant secured project awards which are expected to contribute materially to revenues for the second half of 2022. This includes, inter alia, the USD 10 million contract announced in January 2022, the bulk of which is planned to be delivered in the second half of FY22, in addition to meaningful contributions from the Dogger Bank project, opportunities in China and two further O&M contracts the Group has been awarded through its Subsea Innovation business.

Information on the Firm Placing and Open Offer

Details of the Firm Placing

The Company is proposing to raise no less than approximately £4 million (before expenses) through the Firm Placing of no less than 8,900,000 Firm Placing Shares at the Issue Price to the Firm Placees.

The Firm Placing is conditional, among other things, upon:

(i)  the passing of all of the Resolutions;

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

(iii)  Admission becoming effective by no later than 8.00 a.m. on 17 March 2022 or such later time and/or date, being not later than 8.00 a.m. on 30 March 2022, as Singer Capital Markets and the Company may agree.

If any of the conditions are not satisfied, the New Ordinary Shares will not be issued and all monies received from the Firm Placees and Qualifying Shareholders will be returned to them (at the Firm Placees' and Qualifying Shareholders' risk and without interest) as soon as possible thereafter.

The Firm Placing Shares will not be subject to clawback.

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

Application will be made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. On the assumption that, among other things, the Resolutions are passed, it is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 17 March 2022 at which time it is also expected that the Firm Placing Shares will be enabled for settlement in CREST.

Details of the Open Offer

The Company is proposing to raise approximately £1 million before expenses pursuant to the Open Offer. A total of up to 2,249,015 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Offer Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. The balance of any Offer Shares not subscribed for under the Excess Application Facility will not be available to Firm Placees under the Firm Placing.

Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:

1 Offer Share for every 23 Existing Ordinary Shares

and in such proportion for any number of Existing Ordinary Shares held on the Record Date.

Further details of the Open Offer and the application process relating to the Open Offer will be set out in the Circular, and the launch of Open Offer announcement, expected to be published on 28 February 2022.

Related Party Transactions

A certain Shareholder (being a Substantial Shareholder as defined in the AIM Rules) has indicated their intention to subscribe for new Ordinary Shares at the Issue Price. The proposed participation by the Substantial Shareholder would constitute a related party transaction under Rule 13 of the AIM Rules. Further details of any participation will be set out in the results announcement.

Alasdair MacDonald, Christopher Gill, Derek Bulmer, Ian Ritchey and Julian Brown are Directors of the Company and are participating in the Firm Placing. The proposed participations would constitute related party transactions under Rule 13 of the AIM Rules. Further details of any participation will be set out in the results announcement.

Overseas shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Circular or the Application Form to such persons, is drawn to the information which will appear in the launch of Open Offer announcement, expected to be published on 28 February 2022.  

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation the United States of America), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.

Dilution resulting from the Firm Placing and Open Offer

Following the issue of new Ordinary Shares, Shareholders who take up their Open Offer Entitlements (but do not take up any Excess Shares) in full will suffer a dilution of approximately 14.2 per cent. to their interests in the Company as a result of the Transaction. The Board has sought to balance this dilution by making available the Excess Application Facility.

Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of up to 17.7 per cent. to their interests in the Company as a result of the Transaction.

The City Code

The City Code applies to quoted public companies which have their registered office in the UK, the Channel Islands or the Isle of Man and, in addition, unquoted public companies which have their registered office in the UK, the Channel Islands, or the Isle of Man and whose central management and control remain in the UK, the Channel Islands or the Isle of Man. Accordingly, the City Code applies to the Company. Under the City Code, if an acquisition of Ordinary Shares or interests therein were to increase the aggregate holding of the acquirer and its concert parties to interests in shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on circumstances, its concert parties would be required (except with the consent of the Panel) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for interests in shares by the acquirer or its concert parties during the previous 12 months.

This requirement would also be triggered by any acquisition of new Ordinary Shares and/or interest therein by a person holding (together with its concert parties) Ordinary Shares carrying between 30 and 50 per cent. of the voting rights in the Company if the effect of such acquisition was to increase that person's percentage of the total voting rights of the Company.

Firm Placing and Open Offer Agreement

Pursuant to the Firm Placing and Open Offer Agreement, Singer Capital Markets have agreed to use its reasonable endeavours as agent of the Company to procure subscribers for the Firm Placing Shares.

The Firm Placing and Open Offer Agreement provides, inter alia, for payment by the Company to Singer Capital Markets of a corporate finance fee and a broking commission equal to a certain percentage multiplied by the aggregate value of the Firm Placing Shares at the Offer Price (save for any Firm Placing Shares subscribed for by the Directors).

The Company will bear all other costs, charges and expenses incurred by the Company in connection with the Firm Placing and Open Offer, including all accountancy, legal and other professional expenses incurred by the Company, all costs associated with the printers, registrars and Receiving Agents, all stamp taxes (if applicable), fees payable to the FCA and advertising costs, all legal and other professional expenses incurred by Singer Capital Markets and all properly incurred out of pocket costs and expenses in connection with the Transaction.

The Firm Placing and Open Offer Agreement contains certain warranties and indemnities from the Company in favour of Singer Capital Markets and is conditional, inter alia, upon:

(a) Shareholder approval of the Resolutions at the General Meeting;

(b) the Company having fully performed its obligations under the Firm Placing and Open Offer Agreement in connection with the Firm Placing and Open Offer to the extent that such obligations fall to be performed prior to Admission; and

(c) Admission becoming effective not later than 8.00 a.m. on 17 March 2022 or such later time as may be agreed between the Company and Singer Capital Markets, not being later than 8.00 a.m. on 30 March 2022.

Singer Capital Markets may terminate the Firm Placing and Open Offer Agreement in certain circumstances, if, inter alia, there is a material adverse change in the business, earnings, operations, management, property, assets, rights, results, prospects, condition or funding position of the Group taken as a whole, whether or not arising in the ordinary course of business.

Risks and uncertainties

The attention of Shareholders is drawn to the risk factors set out below. Shareholders are advised to read the whole of this announcement.

RISKS RELATING TO THE TRANSACTION

Dilution of ownership of Ordinary Shares

The proportionate ownership and voting interest in the Company of Shareholders who do not participate in the Transaction will be reduced as a result of the Transaction. In particular, to the extent that Shareholders do not take up the offer of Offer Shares under the Open Offer, their proportionate ownership and voting interest in the Company will be further reduced and the percentage that their shareholdings represent of the ordinary share capital of the Company will, following Admission, be reduced accordingly. Shareholders' proportionate ownership and voting interest in the Company will be diluted by 14.2 per cent. post the Firm Placing and by 17.7 per cent. if they do not take up their entitlements under the Open Offer, assuming there is full take up of the Open Offer Shares. Subject to certain exceptions, Shareholders in the United States and other Restricted Jurisdictions will not be able to participate in the Open Offer.

Shareholders should note that their holdings and voting interest in the Company will be reduced, whether or not they elect to participate in the Open Offer, as a result of the Firm Placing.

Valuation of shares

The Offer Price has been determined by the Company and may not relate to the Company's net asset value, net worth or any established criteria or value. There can be no guarantee that the Ordinary Shares will be able to achieve higher valuations or, if they do so, that such higher valuations can be maintained.

Importance of the shareholder vote on the Resolutions

Shareholders should be aware that if the Resolutions relating to the Transaction are not approved at the General Meeting and Admission does not take place, the net proceeds of the Transaction will not be received by the Company. In the event that the net proceeds of the Transaction are not received by the Company, the Directors may need to secure ongoing working capital funds for the Group or take strategic action to reduce the ongoing losses of the Group.

RISKS RELATING TO THE GROUP

Covid-19 Pandemic

The Company experienced a period of disruption in 2020 and 2021 caused by the Covid-19 pandemic and the ongoing nature and uncertainty of the pandemic in many countries including the measures and restrictions put in place continue to have the ability to impact the Company's business continuity, workforce, supply-chain, business development and, consequently, future revenues. Government measures taken in response to the Covid-19 pandemic, including quarantine and lockdown orders, and other indirect effects from the Covid-19 pandemic on global economic activity, have resulted in some degree of global economic downturn. Operationally, business continuity planning and faceto-face business development activities have been and remain challenging in many countries. The response to the pandemic has varied by jurisdiction, with authorities imposing different requirements, often changing as the crisis evolved and continuing to do so. Almost all of the Group's operations were impacted to a degree by changed protocols or working practices.

The Group relies on staffing projects with employees with the appropriate technical expertise and knowhow. As a result of government responses and travel restrictions, the Group's ability to send key workers and contract resources cross border to its own international facilities or to project locations where they are needed has been significantly impacted. Workers have at times been required to self-isolate which has resulted in the need for an enlarged workforce. Further, in some instances where national borders remain shut, the Group has had to rely on local employees to perform certain functions which has also delayed the internationalisation of acquired product and service lines. There is limited visibility as to when these restrictions will be lifted and accordingly the Group will continue to have to bolster its work force and rely on its local work force in the interim period, which could adversely affect the Group's business, financial condition, results of operations and prospects.

The restrictions, closures and measures mentioned above have also resulted in delays in and disruption to the Group's supply chains, leading to longer lead times for equipment. There can be no assurance that such supply chain issues will not continue and worsen, potentially leading to the scarcity of critical inventory or significantly increased costs as demand increases and supply diminishes. The Group's customers are also having to deal with these difficulties and this could affect the ability of such customers to undertake projects, which may in turn adversely affect demand for the Group's products and services.

The impact of the COVID-19 pandemic on the Group's business going forward will depend on a range of factors which are not possible to predict accurately, including the duration and scope of the pandemic, the geographies impacted, the efficacy and rate of vaccinations, the impact of the pandemic on economic activity and the nature and severity of measures adopted by governments, including restrictions on travel, mandates to avoid large gatherings and orders to self-quarantine or shelter in place. The COVID-19 pandemic led to sharp reductions in global growth rates and the ultimate impact on the global economy remains uncertain. Accordingly, the COVID-19 pandemic may have significant negative impacts in the medium and long-term, including on the Group's business, financial condition, results of operations and prospects.

Brexit

There continues to be significant uncertainties in relation to the terms within which the United Kingdom has withdrawn from the European Union and single market and as to what the impact will be on the fiscal, monetary and regulatory landscape in the United Kingdom. A significant, longer term downturn in the wider economy as a result of Brexit could impact on the opportunities available to the Group. In particular, Brexit has resulted in additional administrative and logistical complexities which the Group is required to navigate including when transporting equipment to and around Europe. There can be no assurance that these requirements will always be navigated successfully.

Future capital needs  

The Group is currently loss making and there can be no certainty when, or if, profitability or positive operating cash flow will be achieved. Further the Group cannot be certain of its future financing needs or that suitable financing will be available in the required amounts or on acceptable terms. Without access to sufficient finance, the Group may struggle to undertake all aspects of its growth plan, such as its acquisition strategy and accelerated growth. The Group's future capital needs, and other business reasons at that time, may require the Company to issue additional equity or obtain a credit facility. If additional equity or equity-linked securities were to be issued this may result in the dilution of existing Shareholders' holdings. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict the Group's operations or the Group's ability to pay dividends to Shareholders or, in the worst scenario, it may not be able to continue operations.

Exposure to offshore energy companies

Demand for the Group's products and services is dependent on expenditure by offshore energy companies in developing and maintaining renewable energy infrastructure.

The level of expenditure by renewable energy companies will affect demand for the Group's products and services, or the prices at which the Group can charge for its products and services, with such expenditure being influenced by a number of factors, including unexpected changes in energy transition, alternative energy sources and the continuation of a favourable regulatory climate. In the event that there are any unexpected changes in the pace of energy transition, or competition from alternative energy sources such as solar or onshore wind, or that less favourable regulatory policies are introduced, these may adversely affect demand for the Group's products and services and in turn, its business, financial condition, results of operations and prospects.

New products and design changes

The Group operates in a highly competitive industry. If lower cost competitors are able to gain the confidence of and/or creditability with the Group's potential customers, or if current competitors, new entrants to the market or alternative users design new products that compete with those of the Group, they may be able to gain market share or otherwise restrict the Group's ability to grow. In addition, design changes in products sold by the Group could lead to technology obsolescence and subsequently reduced volume of sales. There can be no assurance that these developments will not adversely affect the market position, financial condition, results of operations and prospects of the Group.

Seasonal effects of the weather, fluctuations in demand for the Group's services and duration of the Group's projects

The project-based, contractual nature of the Group's business, coupled with its concentrated customer base, leads to a revenue profile that is inherently uneven over the year. Most contract awards and associated revenues are dependent on large capital projects within the energy sector, the timing of which is out of the business' control.

Cancellations, early completion or termination of projects, renegotiations or changes in project schedules, scopes and timing could affect the forecast revenue, cash flow and earnings of the Group. Accordingly, there can be no assurance that the revenues estimated from awarded contracts or customer discussions will be realised. Further, the fulfilment of any contract, together with its revenue, may fall outside the financial period that was originally forecast. This, in turn, may have a material adverse impact on the Group's reported financial performance for the specific period. If the Group was to experience significant cancellations, early completion or termination, changes in project schedules, scopes and timing, or force majeure events, its business, financial condition, results of operations and prospects may be adversely affected.

Additionally, the Group is subject to seasonal variations in project activity due to changes in the weather in a number of regions in which it operates which could cause the Group's customers to have to cease temporarily or reduce the scope of their offshore operations. In particular, winter sea conditions in the North Sea and Middle East and the monsoon season in the Asia Pacific region can impact offshore project activities requiring the Group's customers to cease or reduce the scope of their offshore operations during certain parts of the year, resulting in lower demand for the Group's products and services. There can be no guarantee that these seasons will not extend in duration or become more erratic, causing the Group disruption and lower demand for longer periods, adversely affecting the Group's business, financial condition, results of operations and prospects.

Reliance on IT systems

IT systems are vital to the operations of the Group. Failure to adequately invest in and maintain the Group's systems could lead to the loss or theft of sensitive data with an associated risk of significant fines, or compromise the Group's ability to effectively carry out its operations. In addition, systems failures could lead to an inability to meet customers' needs and lead to reputational damage. If the Group were to experience a cyber-attack or other disruptive incident relating to its IT systems, it could adversely affect the Group's financial position, results of operations and cash flows.

Liability to customers under warranties

The Group enters into contracts with terms that, in some cases, contain wide reaching indemnities and warranties. These terms are commonplace in the subsea industry and do not unfairly prejudice the Group, nor do they put the Group in a materially worse position than its competitors. However, these warranties and indemnities lead to an inherent risk that allegations of breaches of such clauses might be brought, with or without merit. Defending such claims could be time-consuming and expensive to litigate or settle and, if the Group was to be found to be in breach of these contractual provisions, it may be required to pay compensation.

If the Group was found liable for claims in any period (whether or not covered (in whole or in part) by insurance), the Group's reputation, and ability to secure future business opportunities could be materially and adversely affected and, as a result, the financial condition or prospects of the Group may be adversely affected.

Industry-wide cable installation

There is an emerging industry-wide issue regarding abrasion of legacy cable protection systems installed at off-shore windfarms. The Group is engaged with partners to address these industry-wide issues and supporting customers with such issues. The precise cause of the issues are not clear and could be as a result of a number of factors, including areas outside Tekmar's responsibility such as changes to the cable installation methodology and the absence of a second layer of rock to stabilise the cables. Tekmar is committed to working with relevant installers and operators to investigate the root cause and assist with identifying potential remedial solutions.

New laws and government regulations or changes to existing laws and government regulations

The Group's operations are affected by political developments and by laws and regulations relating to the renewable energy industry. The subsea services industry is dependent on demand for services from the renewable energy industry. Accordingly, the Group would be directly affected by the adoption of new laws and regulations relevant to the renewable energy industry as it matures and the Group may be required to make significant capital expenditures or incur substantial additional costs to comply with new laws and regulations. Any of these events or similar legislative or regulatory activity could adversely affect the Group's operations by limiting servicing opportunities or significantly increasing its operating costs, which could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Dependence on key executives and personnel

The Group's development and prospects are dependent upon training and retaining qualified professionals, engineers and leadership staff. In particular, the Group's success depends to a significant degree upon the vision, technical and specialist skills, experience, performance, and continued service of its Directors, senior management and other key personnel. Whilst the Group has entered into contractual arrangements with these individuals with the aim of securing the services of each of them, retention of these services cannot be guaranteed and the loss of the services of any of the Directors, senior management or key personnel may have a material adverse effect on the Group and its commercial and financial performance, and damage the value of an investment in the Ordinary Shares.

Ability to recruit and retain skilled personnel

The ability to continue to attract and retain employees with the appropriate expertise and skills cannot be guaranteed. Finding and hiring any additional personnel and replacements could be costly and might require the Group to grant significant equity awards or other incentive compensation, which could adversely impact its financial results, and there can be no assurance that the Group will have sufficient financial resources.

Fulfilling contractual obligations, effective product development and sales, upon which the Group's success is dependent, is in turn dependent upon attracting and retaining talented technical, engineering and leadership personnel, who represent a significant asset. If the Group is unable to hire, train and retain such personnel in a timely manner, the development and introduction of the Group's products could be delayed and its ability to sell its products and services and otherwise to grow its business will be impaired and the delay and inability may have a detrimental effect upon the performance of the Group.

In its geographical areas of operation the Group faces significant competition both from within the offshore energy industry and from other sectors for personnel with the skills it requires to sustain and grow its activities. If the Group is unable to attract and retain personnel with the requisite skills, the business, financial condition, results of operations and prospects of the Group may be adversely affected and opportunities for growth may be curtailed. Furthermore, the Group's workforce requirements fluctuate due to seasonality of projects with higher demand for labour during summer months when offshore activity levels are highest. The Group may be unable to obtain a workforce with the requisite skills and for each of its projects, which may in turn adversely affect the business, financial condition, results of operations and prospects of the Group.

Management of the Group's growth strategy

There can be no certainty that the Group will be able to successfully implement its stated strategy. The ability of the Group to implement its strategy in rapidly evolving and competitive markets will require effective management planning and operational controls. The Directors anticipate that significant expansion will be required to respond to market opportunities. The Group's growth plans may place a significant strain on the Group's management, operational, financial and personnel resources. The Group's future growth and prospects will depend on its ability to manage this growth and to continue to expand and improve operational and financial performance, whilst at the same time maintaining effective cost controls. The Group's future growth may depend, in part, on its ability to identify suitable acquisition targets. There can be no assurance that any targets identified will be available at a value which makes them suitable for acquisition at the relevant time, or that third party finance required to fund the acquisition will be available on acceptable terms. Any failure to expand and improve operational, financial and quality control systems in line with the Group's growth could have a material adverse effect on the Group's business, financial condition and results of operation.

Exchange rate fluctuations

As a consequence of the international nature of its business, the Group is exposed to risks associated with changes in foreign currency exchange rates on both sales and operations. The Group is based in the United Kingdom and presents its financial statements in Pounds Sterling. However, it has substantial contracts with customers in foreign jurisdictions which generate revenues and costs in other currencies. Fluctuations in exchange rates between currencies in which the Group operates and Pounds Sterling may have a significant impact on the Group's reported financial results, financial condition and cash-flows.

Financial risk

There are a number of financial risks which are outside the control of the Group and which can affect revenues and/or costs. The Group does not fully hedge against such risks currently. These include varying international exchange rates, interest rates, world commodity prices, energy prices and supplies, raw materials prices and supplies, inflation and international trends in trade, tariffs and protectionism and changes in the legal and regulatory framework. The Group's operations, business and financial performance are affected by these factors, which are beyond the control of the Group.

Tax risk

Any change in the Group's tax status or in taxation legislation in the UK could affect the Group's ability to provide returns to Shareholders. Statements in the Circular concerning the taxation of investors in shares are based on current law and practice, which is subject to change. The taxation of an investment in the Group depends on the individual circumstances of investors.

The nature and amount of tax which members of the Group expect to pay and the reliefs expected to be available to any member of the Group are each dependent upon a number of assumptions, any one of which may change and which would, if so changed, affect the nature and amount of tax payable and reliefs available. In particular, the nature and amount of tax payable is dependent on the availability of relief under tax treaties and is subject to changes to the tax laws or practice in any of the jurisdictions affecting the Group. Any limitation in the availability of relief under these treaties, any change in the terms of any such treaty or any changes in tax law, interpretation or practice could increase the amount of tax payable by the Group.

RISKS RELATING TO THE ORDINARY SHARES

Trading market for the Ordinary Shares

The share price of publicly traded companies, including those listed on AIM, can be highly volatile and shareholdings illiquid. The Offer Price may not be indicative of the market price for the New Ordinary Shares following Admission. The market price of the Ordinary Shares will be influenced by a large number of factors, which could include, but not limited to, the performance of both the Group's and its competitors' businesses, variations in the operating results of the Group, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, large purchases or sales of Ordinary Shares, legislative changes and general economic, political and regulatory conditions. Prospective investors should be aware that the value of an investment in the Company may go down as well as up. Investors may therefore realise less than, or lose all of, their investment. The volume of shares traded on AIM can be limited and this may restrict the ability of Shareholders to dispose of Ordinary Shares at any particular time. It may be more difficult for an investor to realise their investment in the Group than in a company whose shares are quoted on the Official List. The AIM Rules for Companies are less demanding than those of the Official List. It is emphasised that no application is being made for the admission of the Company's securities to the Official List. AIM has been in existence since June 1995 but its future success and liquidity in the market for the Company's securities cannot be guaranteed.

Additional capital and dilution

It is possible that the Group will need or choose to raise extra capital in the future to finance the development of new products or enhancements, to develop fully the Group's business, to take advantage of acquisition opportunities or respond to new competitive pressures. If the Group is unable to obtain this financing on terms acceptable to it then it may be forced to curtail its development. If additional funds are raised through the issue of new equity or equity-linked securities of the Company other than on a pro rata basis to existing Shareholders, the percentage ownership of such Shareholders may be substantially diluted. There is no guarantee that the then prevailing market conditions will allow for such a fundraising or that new investors will be prepared to subscribe for Ordinary Shares at the same price as the Offer Price or higher.

GENERAL INVESTMENT RISKS

Suitability

An investment in the Company is only suitable for investors capable of evaluating the risks (including the risk of capital loss) and merits of such investment and who have sufficient resources to sustain a total loss of their investment. A prospective investor should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. The investment opportunity offered in the Circular may not be suitable for all recipients of the Circular. Investors are therefore strongly recommended to consult an investment adviser authorised under FSMA, or such other similar body in their jurisdiction, who specialises in advising on investments of this nature before making their decision to invest.

Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company's investments will occur or that the commercial objectives of the Company will be achieved. Investors may not get back the full amount initially invested.

The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future.

Volatility of share price

The trading price of the Ordinary Shares may be subject to wide fluctuations in response to a number of events and factors, such as variations in operating results, announcements of innovations or new services by the Group or its competitors, changes in financial estimates and recommendations by securities analysts, the share price performance of other companies that investors may deem comparable to the Group, news reports relating to trends in the Group's markets, large purchases or sales of Ordinary Shares, liquidity (or absence of liquidity) in the Ordinary Shares, currency fluctuations, legislative or regulatory changes and general economic conditions. These fluctuations may adversely affect the trading price of the Ordinary Shares, regardless of the Group's performance.

In addition, if the stock market in general experiences loss of investor confidence, the trading price of the Ordinary Shares could decline for reasons unrelated to the Group's business, financial condition or operating results. The trading price of the Ordinary Shares might also decline in reaction to events that affect other companies in the industry, even if such events do not directly affect the Group. Each of these factors, among others, could adversely affect the value of the Ordinary Shares.

Market perception

Market perception of the Company may change, potentially affecting the value of investors' holdings and the ability of the Company to raise further funds by the issue of further Ordinary Shares or otherwise.

Investors should consider carefully whether an investment in the Company is suitable for them in light of the risk factors outlined above, their personal circumstances and the financial resources available to them. The above list of risk factors should not be considered an exhaustive statement of all potential risks and uncertainties applicable to an investment in the Company.

The General Meeting

The Directors do not currently have authority to allot all of the New Ordinary Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting.

A notice convening the General Meeting, which is to be held on 16 March 2022 at the offices of Tekmar Group plc, Innovation House, Centurion Way, Darlington DL3 0UP , will be set out in the Circular. In light of the UK Government's Covid-19 safety precautions, Shareholders are encouraged to submit their proxy votes in advance of the meeting rather than attend in person. Details of how to do this are set out in the notes contained with the notice of General Meeting. At the General Meeting, the following Resolutions will be proposed:

• Resolution 1 which is an ordinary resolution to authorise the Directors to allot relevant securities up to an aggregate nominal amount of £111,490.15 being equal to 11,149,015 New Ordinary Shares (i.e. the maximum number of New Ordinary Shares available under the Firm Placing and Open Offer); and

• Resolution 2 which is conditional on the passing of Resolution 1 and is a special resolution to authorise the Directors to issue and allot 11,149,015 New Ordinary Shares pursuant to the Firm Placing and Open Offer on a non-pre-emptive basis.

The authorities to be granted pursuant to the Resolutions shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2022 or the date falling six months from the date of the passing of the Resolutions (unless renewed varied or revoked by the Company prior to or on that date).

Recommendation and Importance of Vote

The Directors believe that the Transaction and the passing of the Resolutions are in the best interests of the Company and Shareholders, taken as a whole. Accordingly, the Directors unanimously recommend Shareholders vote in favour of the Resolutions, as they intend to do so in respect of their beneficial holdings amounting to 551,246 Ordinary Shares, representing approximately 1.07 per cent. of the Existing Ordinary Shares.

The Company has achieved some notable success in strengthening its platform and increasing the quality of its customer order book, and the Board is encouraged by the progress made to date towards the Strategic Plan. However, it is possible, save for the continued support of its existing banking relationships, that existing cash resources could materially deplete if the Fundraise does not complete. The Group meets its day-to-day working capital requirements through its available banking facilities which includes a CBILs loan of £3.0m, currently available to 31 October 2022, and a trade loan facility of up to £4.0m that can be drawn against supplier payments, currently available to 30 November 2022.  The latter was provided with support from UKEF due to the nature of the business activities both in renewable energies and in driving growth through export led opportunities.  In the unlikely case that the facilities are not renewed, the Group would aim to take a number of co-ordinated actions designed to avoid the cash deficit that would arise. These renewals, which are expected with some confidence, technically represent a material uncertainty which may cast doubt on the Group's ability to continue as a going concern.

In order to ensure that the business has access to the requisite funding and investment needed to deliver on its plans and strengthen its competitive advantage, the Directors intend to unanimously recommend that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own holdings of Ordinary Shares.

The Transaction is conditional, among other things, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Transaction will not proceed.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation or the UK Prospectus Regulation.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to be published. Members of the public are not eligible to take part in the Placing. This Announcement (including the terms and conditions contained in this Announcement) is for information purposes only and (unless otherwise agreed by Singer Capital Markets) is directed only at: (a) persons in member states of the EEA who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation ("EEA Qualified Investors"); (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of the UK Prospectus Regulation, and who (i) have professional experience in matters relating to investments falling 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 persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (c) persons to whom it may otherwise lawfully be communicated, (each such persons in (a), (b) and (c) together being referred to as "Relevant Persons"). This Announcement (including the terms and conditions set out in 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 (including the terms and conditions set out herein) relates is available only to, and will be engaged in only with, Relevant Persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No responsibility or liability is or will be accepted by, and no undertaking, representation or warranty or other assurance, express or implied, is or will be made or given by the Company, Singer Capital Markets, or by any of their respective partners, Directors, officers, employees, advisers, consultants or affiliates as to, or in relation to, the accuracy, fairness or completeness of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested person or its advisers, and any liability therefore is expressly disclaimed. The information in this Announcement is subject to change.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Singer Capital Markets is not responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein. SCM Advisory's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

None of the information in this Announcement has been independently verified or approved by Singer Capital Markets or any of their respective partners, Directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Singer Capital Markets by FSMA or by the regulatory regime established under it, no responsibility or liability whatsoever whether arising in tort, contract or otherwise, is accepted by Singer Capital Markets or any of its partners, Directors, officers, employees, advisers, consultants or affiliates whatsoever for the contents of the information contained in this Announcement (including, but not limited to, any errors, omissions or inaccuracies in the information or any opinions) or for any other statement made or purported to be made by or on behalf of Singer Capital Markets or any of its partners, Directors, officers, employees, advisers, consultants or affiliates in connection with the Company, the Placing Shares or the Placing or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing. Singer Capital Markets and its partners, Directors, officers, employees, advisers, consultants and affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Singer Capital Markets or any of its partners, Directors, officers, employees, advisers, consultants or affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

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

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

In connection with the Placing, Singer Capital Markets and any of its affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, Singer Capital Markets and any of its affiliates acting in such capacity. In addition, Singer Capital Markets and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which Singer Capital Markets and any of its affiliates may from time to time acquire, hold or dispose of shares. Singer Capital Markets does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. 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. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and the Company cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates, supplements 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 statements are based, except where required to do so under applicable law.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified. This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any such securities. Recipients of this Announcement who are considering acquiring Placing Shares pursuant to the Placing are reminded that they should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance. The contents of this Announcement is not to be construed as legal, business, financial or tax advice. Each investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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

References in this Announcement to other reports or materials, such as a website address, have been provided to direct the reader to other sources of information on the Company which may be of interest. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

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

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

Information to Distributors

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Singer Capital Markets or any of its affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Singer Capital Markets to inform themselves about, and to observe, such restrictions.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (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, Singer Capital Markets will only procure investors who 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 COBS 9A and COBS 10A, respectively; 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.

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; (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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "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; 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 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, Singer Capital Markets 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 the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX I

TERMS AND CONDITIONS OF THE FIRM PLACING

IMPORTANT INFORMATION ON THE FIRM PLACING FOR INVITED PLACEES ONLY

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

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EEA QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION; WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE.

THE FIRM PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE FIRM PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND; (II) IN THE UNITED STATES TO A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT; OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. ANY OFFER OR SALE OF FIRM PLACING SHARES IN THE UNITED STATES WILL BE MADE ONLY BY BROKER-DEALERS WHO ARE REGISTERED AS SUCH UNDER THE U.S. EXCHANGE ACT OF 1934, AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE FIRM PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF FIRM PLACING SHARES.

All offers of the Firm 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 FSMA does not require the approval of the relevant communication by an authorised person.

The Firm 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 Firm Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Firm Placing Shares and the Firm Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Firm Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the EEA.

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

This Announcement should be read in its entirety. In particular, any Placee should read and understand the information provided in the "Important Notice" section of this Announcement. The price and value of securities can go down as well as up and past performance is not a guide to future performance.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.  except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 5 above) is outside the United States acquiring the Firm Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

The Company and Singer Capital Markets will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with Singer Capital Markets and the Company to be bound by these terms and conditions as being the terms and conditions upon which Firm Placing Shares will be issued. A Placee shall, without limitation, become so bound if Singer Capital Markets confirms to such Placee its allocation of Firm Placing Shares.

Upon being notified of its allocation of Firm Placing Shares, a Placee shall be contractually committed to subscribe for the number of Firm Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

No prospectus

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

Each Placee, by participating in the Firm Placing, agrees that the content of the Firm Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Singer Capital Markets or the Company or any other person and none of Singer Capital Markets, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Firm Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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 Firm Placing.

No Placee should consider any information in this Announcement to be legal, financial, tax or business advice. Each Placee should consult its own legal advisor, tax advisor, financial advisor and business advisor for legal, tax, business and financial advice regarding an investment in the Firm Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Firm Placing and Open Offer Agreement and the Firm Placing Shares

Singer Capital Markets is acting as sole broker and bookrunner in connection with the Firm Placing and SCM Advisory is acting as nominated adviser in connection with the Firm Placing and each have entered into the Firm Placing and Open Offer Agreement with the Company under which, on the terms and subject to the conditions set out in the Firm Placing and Open Offer Agreement, Singer Capital Markets, acting as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Firm Placing Shares. The Firm Placing is not being underwritten by Singer Capital Markets or any other person.

The price per Ordinary Share at which the Firm Placing Shares are to be placed is 45 pence (the "Issue Price"). The timing of the closing of the book and allocations are at the discretion of the Company and Singer Capital Markets.

The Firm Placing Shares will be made up of a number of new Ordinary Shares issued and allotted by the Company. Accordingly, by participating in the Firm Placing, Placees agree to subscribe for Firm Placing Shares.

The Firm Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Company's Articles of Association and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Firm Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for listing and admission to trading

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

It is expected that Admission of the Firm Placing Shares will occur at 8.00 a.m. on 17 March 2022 (or such later time as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 30 March 2022) and that dealings in the Firm Placing Shares will commence at that time.

Bookbuild

Singer Capital Markets will today commence the accelerated bookbuilding process to determine demand for participation in the Firm Placing by Placees (the "Bookbuild"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Firm Placing. No commissions will be paid to Placees or by Placees in respect of any Firm Placing Shares.

Singer Capital Markets and the Company shall be entitled to effect the Firm Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Firm Placing

1.  Singer Capital Markets is acting as sole broker and bookrunner to the Firm Placing, as agent for and on behalf of the Company, on the terms and subject to the conditions of the Firm Placing and Open Offer Agreement.

2. Participation in the Firm Placing will only be available to persons who may lawfully be, and are, invited to participate by Singer Capital Markets. Singer Capital Markets may itself agree to be a Placee in respect of all or some of the Firm Placing Shares or may nominate any member of its group to do so.

3. Following a successful completion of the Bookbuild, the Company will confirm the closing of the Firm Placing via the Result of Firm Placing Announcement.

4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Singer Capital Markets. Each bid should state the number of Firm Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer Capital Markets on the basis referred to in paragraph 6 below. Singer Capital Markets reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Singer Capital Markets' absolute discretion, subject to agreement with the Company.

5. The Bookbuild is expected to close no later than 4.30 p.m. on 25 February 2022 but may be closed earlier or later at the discretion of Singer Capital Markets. Singer Capital Markets may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of Singer Capital Markets) to vary the number of shares to be issued pursuant to the Firm Placing, in its absolute discretion.

6. Allocations of the Firm Placing Shares will be determined by Singer Capital Markets after consultation with the Company (and in accordance with Singer Capital Markets' allocation policy as has been supplied by Singer Capital Markets to the Company in advance of such consultation). Allocations will be confirmed orally by Singer Capital Markets and a trade confirmation will be despatched as soon as possible thereafter. Singer Capital Markets' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Singer Capital Markets and the Company, to subscribe for the number of Firm Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Company's Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with Singer Capital Markets' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

7. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

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

9. All obligations under the Bookbuild and the Firm Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Firm Placing" and to the Firm Placing not being terminated on the basis referred to below under "Right to terminate under the Firm Placing and Open Offer Agreement".

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

11. To the fullest extent permissible by law, none of Singer Capital Markets, the Company nor any of their respective affiliates, agents, Directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Singer Capital Markets, the Company, nor any of their respective affiliates, agents, Directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Singer Capital Markets' conduct of the Firm Placing or of such alternative method of effecting the Firm Placing as Singer Capital Markets and the Company may agree.

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

13. All times and dates in this Announcement may be subject to amendment. Singer Capital Markets shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Conditions of the Firm Placing

The Firm Placing is conditional, amongst others, upon the Firm Placing and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms. Singer Capital Markets' obligations under the Firm Placing and Open Offer Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):

1. the release by the Company, through a Regulatory Information Service of this Announcement by no later than 8.01 a.m. on  25 February 2022;

2. the delivery by the Company to Singer Capital Markets of certain documents required under the Firm Placing and Open Offer Agreement;

3. the Company having fully performed its obligations under the Firm Placing and Open Offer Agreement to the extent that such obligations fall to be performed prior to Admission;

4. none of the warranties given in the Firm Placing and Open Offer Agreement, being untrue or inaccurate or misleading at each of the times they are given under the Firm Placing and Open Offer Agreement  by reference to such facts or circumstances then subsisting;

5. the General Meeting having taken place on the date set out in the Notice to the General Meeting, no adjournment of the General Meeting having occurred without the prior written consent of the Singer Capital Markets and the resolutions set out in the Notice to the General Meeting having been passed thereat without amendment;

6. the issue and allotment of the Firm Placing Shares, conditional only upon Admission by no later than 5.00 pm on 16 March 2022 or such later time as may be agreed between the Company and Singer Capital Markets, not being later than 30 March 2022;

7. Admission occurring no later than 8.00 a.m. on 17 March 2022 (or such later time as Singer Capital Markets may otherwise agree with the Company, being no later than 8.00 a.m. on 30 March 2022) (the "Closing Date");

Singer Capital Markets may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of conditions 1 and 7 above. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by Singer Capital Markets by the relevant time or date specified (or such later time as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 30 March 2022); or (ii) the Firm Placing and Open Offer Agreement is terminated in the circumstances specified below under "Right to terminate under the Firm Placing and Open Offer Agreement", the Firm Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Firm Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

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

Right to terminate under the Firm Placing and Open Offer Agreement

Singer Capital Markets is entitled, in its absolute discretion, at any time before Admission, to terminate the Firm Placing and Open Offer Agreement in accordance with its terms in certain circumstances, including, inter alia:

1. Singer Capital Markets becomes aware that any statement contained in any of the Issue Documents (as defined in the Firm Placing and Open Offer Agreement) is or has become, or has been discovered to be, untrue, incorrect or misleading, or any event, fact, circumstance or matter has arisen or occurred which would, if any Issue Document was to be issued at that time, constitute a material omission from it or would otherwise render it untrue or misleading;

2.   the Company is in breach of, or otherwise fails to fully perform its obligations under the Firm Placing and Open Offer Agreement;

3. Singer Capital Markets becomes aware that any of the warranties given in the Firm Placing and Open Offer Agreement is not true and accurate or is misleading or would not be true and accurate or would be misleading with reference to the facts and circumstances then subsisting;

4. trading in the Company's Ordinary Shares is suspended or cancelled;

5.  there has occurred, in the reasonable opinion of Singer Capital Markets, acting in good faith, a material adverse change in the business of the Group ;

6.   there arises or occurs any matter, fact, circumstance or event such that in the reasonable opinion of Singer Capital Markets (acting in good faith), a Supplementary Circular/ Announcement (as such term is defined in the Firm Placing and Open Offer Agreement) is required to be published/made; or

7    there has been: (a) an event, action, state, condition or major financial occurrence of national or international consequence; (b) a change in law or regulation, which has a direct and material effect on the business or operations of the Group; (c) a change in national or international financial, political, economic or stock market conditions (primary or secondary), including any change in the market for the Firm Placing Shares, or the state of the financial markets in the United Kingdom or elsewhere is such that, in the reasonable opinion of Singer Capital Markets, acting in good faith, the Firm Placing Shares cannot be placed successfully; (d) an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; (e) any inquiry, investigation or other proceeding (whether formal or informal) commenced, threatened or announced or any order or ruling is issued by any officer of any stock exchange, market or regulatory authority in the United Kingdom or elsewhere or under or pursuant to any statute of the United Kingdom or elsewhere or there is any change of law or the interpretation of administration thereof by a stock exchange, market or regulatory authority, which in the reasonable opinion of Singer Capital Markets, operates to prevent or materially restrict the trading of Ordinary Shares or the distribution of the Firm Placing Shares; or (f) any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption or general moratorium in commercial banking, which, in each case, in the opinion of Singer Capital Markets (acting in good faith), would make it impracticable or inadvisable to proceed with the Firm Placing or be likely to materially prejudice the success of the Firm Placing.

Upon termination, the parties to the Firm Placing and Open Offer Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Firm Placing and Open Offer Agreement, subject to certain exceptions.

If the Firm Placing and Open Offer Agreement is terminated prior to Admission then the Firm Placing will not occur.

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

Restriction on Further Issue of Shares

The Company has undertaken to Singer Capital Markets that, between the date of the Firm Placing and Open Offer Agreement and a period of 90 days from Admission (the "Restricted Period"), it will not, without the prior written consent of Singer Capital Markets directly or indirectly offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant of options under, or the allotment and issue of shares pursuant to options under, any employee or non- executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice).

By participating in the Firm Placing, Placees agree that the exercise by Singer Capital Markets of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Firm Placing and Open Offer Agreement shall be within the absolute discretion of Singer Capital Markets and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Firm Placing Shares (ISIN: GB00BDFGGK53) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Singer Capital Markets reserves the right to require settlement for, and delivery of, the Firm Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

The Company will deliver (or will procure the delivery of) the Firm Placing Shares to a CREST account operated by Singer Capital Markets as agent for the Company and Singer Capital Markets will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Firm Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Firm Placing Shares will take place on 17 March 2022 on a delivery versus payment basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Singer Capital Markets may sell any or all of the Firm Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Singer Capital Markets' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Firm Placing Shares on such Placee's behalf.

If Firm Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Firm Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Firm Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Firm Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Firm Placing Shares), neither Singer Capital Markets or the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

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

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

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

3. to be bound by the terms of the Articles of Association of the Company;

4. the person whom it specifies for registration as holder of the Firm Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Singer Capital Markets or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify Singer Capital Markets and the Company on an after-tax basis in respect of any Indemnified Taxes;

5. neither Singer Capital Markets nor any of its affiliates agents, Directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the Directors of the Company or any other person in connection with the Firm Placing;

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

7. any document that is to be sent to it in connection with the Firm Placing will be sent at its risk and may be sent to it at any address provided by it to Singer Capital Markets;

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

9.  it has not received (and will not receive) a prospectus or other offering document in connection with the Firm Placing and acknowledges that no prospectus or other offering document (a) is required under the UK Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Firm Placing;

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

11. Singer Capital Markets and its affiliates may enter into financing arrangements and swaps with investors in connection with which Singer Capital Markets and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Firm Placing Shares;

12. Singer Capital Markets does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;

13. Neither the Company nor Singer Capital Markets owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Firm Placing and Open Offer Agreement;

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

15. the content of the Firm Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto) and neither Singer Capital Markets nor any of its affiliates agents, Directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Firm Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Firm Placing based on any information, representation, warranty or statement contained in the Firm Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

16. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Firm Placing Shares is contained in the Firm Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Firm Placing Shares;

17. it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Singer Capital Markets nor the Company nor any of their respective affiliates, agents, Directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Firm Placing or the Firm Placing Shares or the accuracy, completeness or adequacy of any information contained in the Firm Placing Documents, or the Publicly Available Information or otherwise;

18. neither Singer Capital Markets or the Company nor any of their respective affiliates, agents, Directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Firm Placing Shares or the Company or any other person other than the information in the Firm Placing Documents or the Publicly Available Information; nor has it requested any of Singer Capital Markets or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

19. neither Singer Capital Markets or the Company will be liable for any Placee's decision to participate in the Firm Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

20. it may not rely, and has not relied, on any investigation that Singer Capital Markets, any of its affiliates or any person acting on its behalf, may have conducted with respect to the Firm Placing Shares, the terms of the Firm Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Firm Placing, the Firm Placing Shares or the accuracy, completeness or adequacy of the information in the Firm Placing Documents, the Publicly Available Information or any other information;

21. in making any decision to subscribe for Firm Placing Shares it:

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

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

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

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

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

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

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

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

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

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

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

24. it and any person acting on its behalf is entitled to subscribe for the Firm Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Firm Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Firm 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 Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Singer Capital Markets or the Company or any of their respective Directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Firm Placing;

25. where it is subscribing for Firm Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Firm Placing Shares for each managed account;

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

27. the Firm Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Firm Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;

28. the Firm Placing Shares may not be offered, sold, or delivered, directly or indirectly, in or into the Restricted Jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company or Singer Capital Markets or any person acting on behalf of the Company or Singer Capital Markets that would, or is intended to, permit a public offer of the Firm Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

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

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

31. it may be asked to disclose in writing or orally to Singer Capital Markets:

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

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

32.   where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients, then it is the discretionary investment manager that is to be regarded as the Placee and not the underlying client. For the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client;

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

34. it has not been offered to purchase or subscribe for Firm Placing Shares by means of any "directed selling efforts" as defined in Regulation S under the US Securities Act or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;

35. it understands that the Firm Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;

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

37. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Firm Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

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

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

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

41. it has not offered or sold and will not offer or sell any Firm Placing Shares to persons in the EEA except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

42.  if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation acquired by it in the Firm Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA or in the United Kingdom other than to EEA Qualified Investors or Qualified Investors, or in circumstances in which the express prior written consent of Singer Capital Markets has been given to each proposed offer or resale;

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

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

45. it has not offered or sold and will not offer or sell any Firm Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");

46. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Firm Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Firm Placing Documents have not and will not have been approved by Singer Capital Markets in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

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

48. if it is a pension fund or investment company, its subscription for/purchase of Firm Placing Shares is in full compliance with applicable laws and regulations;

49. it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

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

51. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Firm Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Firm Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Firm Placing Shares into a clearance service;

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

53. any money held in an account with Singer Capital Markets on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Singer Capital Markets' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

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

55. neither Singer Capital Markets nor any of its affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Firm Placing and Singer Capital Markets is not acting for it or its clients, and that Singer Capital Markets will not be responsible for providing the protections afforded to customers of Singer Capital Markets or for providing advice in respect of the transactions described in this Announcement;

56.  it acknowledges that its commitment to acquire Firm Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Firm Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct of the Firm Placing;

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

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

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

(c) disclosed such information to any person, prior to the information being made publicly available;

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

59. these terms and conditions of the Firm Placing and any agreements entered into by it pursuant to the terms and conditions of the Firm Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Firm Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Singer Capital Markets in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well Singer Capital Markets and are irrevocable. Singer Capital Markets and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and Singer Capital Markets to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

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

No statement in the Firm Placing Documents is intended to be a profit forecast or estimate, and no statement in the Firm Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The Firm Placing Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

Singer Capital Markets Securities Limited is authorised and regulated by the FCA in the United Kingdom and is acting as sole bookrunner exclusively for the Company and no one else in connection with the Firm Placing and 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 Firm Placing or any other matters referred to in this Announcement.

Taxation

The agreement to allot and issue certain of the Firm Placing Shares by the Company to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Firm Placing Shares in question.

There should be no liability to stamp duty or SDRT arising on the allotment of the Firm Placing Shares by the Company. The registration of and the issue of definitive share certificates to Ordinary Shareholders should not give rise to any liability to stamp duty or SDRT.

In addition, neither UK stamp duty nor SDRT should arise on the transfers/sale  of Ordinary Shares on AIM (including instruments transferring Shares and agreements to transfer Ordinary Shares).

Such agreement also assumes that the Firm Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Firm Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Firm Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor Singer Capital Markets will be responsible and the Placees shall indemnify the Company and Singer Capital Markets on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or Singer Capital Markets in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Singer Capital Markets accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Firm Placing Shares.

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

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

APPENDIX II

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

"Act"	Companies Act 2006 (as amended)
"Admission"	the admission of the New Ordinary Shares to trading on AIM in accordance with the AIM Rules for Companies
"AIM"	the AIM market operated by London Stock Exchange
"AIM Rules for Companies"	the AIM Rules for Companies and guidance notes as published by the London Stock Exchange from time to time
"Application Form"	the non-CREST Application Form
"Basic Entitlement"	the number of Offer Shares which Qualifying Holders are entitled to subscribe for at the Offer Price pro rata to their holding of Existing Ordinary Shares pursuant to the Open Offer as described in Part 3 "Terms and Conditions of the Open Offer" of the Circular
"Board" or "Directors"	the Directors of the Company as at the date of this announcement
"Broker and Bookrunner" or "SCM"	Singer Capital Markets Securities Limited
"Business Day"	a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
"City Code"	the City Code on Takeovers and Mergers
"Company" or "Tekmar"	Tekmar Group plc, a public limited company incorporated in England and Wales with registered number 11383143
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as published by Euroclear
"CREST member"	a person who has been admitted to CREST as a system-member (as defined in the CREST Manual)
"CREST member account ID"	the identification code or number attached to a member account in CREST
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)
"CREST participant ID"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST payment"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member
"Directors' Subscription"	the subscription for the Directors' Subscription Shares by Julian Brown, Derek Bulmer, Christopher Gill and Ian Ritchey at the Offer Price pursuant to the Subscription Agreements
"Directors' Subscription Shares"	122,222 new Ordinary Shares the subject of the Directors' Subscription
"Enlarged Share Capital"	the entire issued share capital of the Company on Admission following the issue of the New Ordinary Shares
"Equiniti"	Equiniti Limited
"EU"	the European Union
"Euroclear"	Euroclear UK & International Limited
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for additional Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer
"Excess CREST Open Offer Entitlement"	in respect of each Qualifying CREST Shareholder who has taken up their Basic Entitlement in full or otherwise as the Directors may determine in their absolute discretion, the entitlement to apply for Open Offer Shares in addition to their Basic Entitlement credited to his or her stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular
"Excess Shares"	Offer Shares applied for by Qualifying Shareholders under the Excess Application Facility
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 28 February 2022
"Existing Ordinary Shares"	the 51,727,353 Ordinary Shares in issue on the date of this announcement
"FCA"	the Financial Conduct Authority of the UK
"Firm Placees"	subscribers for Firm Placing Shares
"Firm Placing"	the placing by the Company of the Firm Placing Shares with certain institutional investors and Shareholders (or their associated investment vehicles) and Directors' Subscription Shares, otherwise than on a pre-emptive basis, at the Offer Price
"Firm Placing and Open Offer Agreement"	the agreement entered into between the Company and Singer Capital Markets in respect of the Firm Placing and Open Offer dated 25 February 2022, as described in the Circular
"Firm Placing Shares"	the 8,900,000 new Ordinary Shares the subject of the Firm Placing and Directors' Subscription
"Form of Proxy"	the form of proxy for use in relation to the General Meeting enclosed with the Circular
"FSMA"	Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the General Meeting of the Company, convened for 10:00 a.m. on 16 March 2022 or at any adjournment thereof, pursuant to the Notice of General Meeting
"Group"	the Company and its subsidiaries
"ISIN"	International Securities Identification Number
"London Stock Exchange"	London Stock Exchange plc
"Money Laundering Regulations"	Money Laundering Regulations 2007, the money laundering provisions of the Criminal Justice Act 1993 and the Proceeds of Crime Act 2002
"New Ordinary Shares"	the Firm Placing Shares, the Offer Shares and the Directors' Subscription Shares
"Nominated Adviser" or "SCM Advisory"	Singer Capital Markets Advisory LLP, the Company's nominated adviser
"Notice of General Meeting"	the notice convening the General Meeting as set out at the end of the Circular
"Offer Price"	45 pence per New Ordinary Share
"Offer Shares"	the 2,249,015 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer and Excess Application Facility
"Open Offer"	the conditional invitation made to Qualifying Shareholders to apply to subscribe for the Offer Shares at the Offer Price on the terms and subject to the conditions set out in Part 3 "Terms and Conditions of the Open Offer" of the Circular and, where relevant, in the Application Form
"Open Offer Entitlement"	the entitlement of Qualifying Shareholders to subscribe for Offer Shares pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of one pence each in the capital of the Company
"Overseas Shareholders"	a Shareholder with a registered address outside the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"Prospectus Rules"	the Prospectus Regulation Rules made in accordance with the EU Prospects Directive 2003/71/EC as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 in relation to offers of securities to the public an admission of securities to trading on a regulated market
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in a CREST account
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in the United States of America or any other Restricted Jurisdiction)
"Receiving Agents"	Equiniti
"Record Date"	6.00 p.m. on 24 February 2022 in respect of the entitlements of Qualifying Shareholders under the Open Offer
"Regulatory Information Service"	has the meaning given in the AIM Rules for Companies
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting
"Restricted Jurisdiction"	the United States of America, Canada, Australia, Japan, New Zealand and any other jurisdiction where the extension or availability of the Firm Placing and Open Offer would breach any applicable law
"Singer Capital Markets"	the Nominated Adviser and/or Broker and Bookrunner, as the context requires
"Securities Act"	US Securities Act of 1933 (as amended)
"Shareholders"	the holders of Existing Ordinary Shares
"Share Incentive Schemes"	the Tekmar Group plc SAYE Plan, the Tekmar Group plc Retention Plan, the Tekmar Group plc Long Term Incentive Plan and the Tekmar Group plc Share Option Incentive Plan
"SIP"	Tekmar Group plc Share Incentive Plan
"SIP Trustee"	Equiniti Share Plan Trustees Limited in its capacity as trustee of the Tekmar Group plc SIP Trust
"Subscription Agreement"	the agreements between (i) the Company and Julian Brown; (ii) the Company and Derek Bulmer; (iii) the Company and Christopher Gill; and (iv) the Company and Ian Ritchey relating to the Directors' Subscription
"Transaction"	the Firm Placing, Open Offer and the Directors' Subscription
"Uncertificated" or "Uncertificated form"	recorded on the relevant register or other record of the Ordinary Shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States", "United States of America" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction
"USE"	has the meaning given in paragraph 3.2(c) of Part 3 "Terms and Conditions of the Open Offer" of the Circular
"USE Instruction"	has the meaning given in paragraph 3.2(c) of Part 3 "Terms and Conditions of the Open Offer" of the Circular

 

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