Proposed Acquisition and Placing

RNS Number : 7376I

Digital Barriers plc

11 December 2015

 

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

11 December 2015

Digital Barriers plc

Proposed placing to raise approximately £25.8 million (net)

Proposed acquisition of Brimtek, Inc.

Introduction and summary

Digital Barriers plc (AIM:DGB) today announces that it has conditionally agreed to acquire the entire issued share capital of Brimtek, Inc., a provider of state-of-the-art technical surveillance solutions to the US defence, homeland security, federal law enforcement and intelligence communities, for a maximum aggregate consideration of up to $45 million (£29.6 million).

Of the total consideration payable under the terms of the Acquisition, $25 million (£16.4 million) is payable in cash upon Completion and the remaining up to $20 million (£13.2 million) is payable in cash (or a mixture of cash and new Ordinary Shares at the discretion of the Company) subject to Brimtek achieving certain performance targets during the period up to 31 December 2017.

Further details of the Acquisition and the Acquisition Agreement are set out below in this Announcement.

In order to finance the initial cash consideration payable under the Acquisition and to provide additional working capital for the Enlarged Group, the Company proposes to raise £25.8 million (after expenses) through the fully underwritten placing of 80,571,429 new Ordinary Shares at 35 pence per share.

The Placing is conditional, inter alia, upon the Company obtaining approval from its Shareholders to grant the Board authority to allot the Placing Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares. The Placing, which has been fully underwritten by Investec, is also conditional upon Admission.

Background to and reasons for the Acquisition and information on Brimtek

Background to the Acquisition

The Group's recent success in developing its international markets gives the Directors a strong level of confidence in the Group's potential to continue to grow its international revenues.  The US is the single largest market for defence and homeland security technologies, with a significant concentration of flagship customers driving innovation in surveillance and security technology. These customers are proven adopters of subsequent solutions with a well-understood path to adoption, albeit with significant barriers to entry and sales cycles. There is also on-going funding that has been allocated for the procurement and deployment of new equipment following the Federal Communications Commission's 2015 auction of Federal Government cellular spectrum (known as "spectrum relocation") that raised $41 billion (the "FCC Auction"). This is expected to drive material investment in surveillance technology and infrastructure over the coming three to four years.

The Group is now successfully selling its specialist surveillance technologies to flagship US government customers but requires a more substantial US presence in order to consolidate its current position and drive more material future revenue growth.

The Directors have identified Brimtek as an attractive target for the Group, given its breadth of offerings to the US defence, national security and law enforcement communities which present significant sales synergies with Digital Barriers in the US market.

Information on Brimtek

Brimtek is a provider of specialist technical surveillance solutions to the same defence, homeland security and federal law enforcement customers that the Group targets with its own solutions. Brimtek works closely with its customers to design, deliver and support highly specialised systems and product components for a range of mission needs which provide customers with increased situational awareness.

Brimtek's products and solutions are designed to operate in the most demanding and hostile environments and include surveillance, reconnaissance, data collection and processing, and secure communications.

Brimtek offers an end-to-end capability for its clients, from concept design to engineering, manufacturing, integration, delivery, training and ongoing solution support.

Brimtek develops its own proprietary, customisable surveillance products, packaging these with third party hardware and software to deliver a robust "plug and play" integrated surveillance system. Brimtek provides fully integrated solutions which include bespoke, in-house components as well as software and hardware components from a number of third-party suppliers, including Digital Barriers.

Around 85 per cent. of Brimtek's revenue for the year ending 31 December 2015 will derive from Brimtek engineered product variants, which are only available from Brimtek. These product variants are built on Brimtek engineered platforms or technology product integrations that require the addition of Brimtek components.

Given the on-going funding allocated from the FCC Auction, Brimtek's directly addressable market has now increased, with its key customers likely to spend significantly more on specialist audio and video surveillance technologies in 2016 than in recent years. Brimtek has been a major beneficiary of such expenditure from one of these federal departments over the last two years, and this customer is currently in negotiation with Brimtek for more than $5 million of new business to be delivered in 2016, spread across multiple contracts. Furthermore, this federal department has multiple agencies that Brimtek can expect to access going forwards.

Brimtek has strong relationships with, and sells to, multiple federal agencies across other US government departments and sales are expected to grow significantly as spectrum relocation funds are made available over the coming years. Brimtek also has several programmes of record with major US defence agencies that are expected to lead to multiple contracts in 2016 and beyond.

Given the sensitive nature of Brimtek's engagements, it is not feasible to disclose more detailed information on its customers, solutions or programmes.

Founded in 2006, Brimtek is headquartered in Ashburn, Virginia, and employs approximately 13 full time staff and 10 contractors, of which a large proportion are former military or intelligence professionals.

In respect of the financial year ended 31 December 2014, Brimtek reported $8.2 million of revenue and $0.2 million of EBITDA. For the nine months ended 30 September 2015, Brimtek reported $19.6 million of revenue and $1.9 million of EBITDA.

As a consequence of Brimtek's continued strong trading during the last quarter of 2015, there has been a significant increase in Brimtek's expectations for the financial performance of its business for the year ending 31 December 2015, with expected revenue of around $40 million and expected EBITDA of around $3.5 million.

Reasons for the Acquisition

Looking forward to 2016, following Completion and beyond, the Directors envisage that more of the Group's solutions will be marketed to US customers through Brimtek as more of Digital Barriers' products become integrated with Brimtek solutions. Digital Barriers will, as a consequence, look to increase the gross margins of Brimtek from its current approximately 20 per cent. Digital Barriers targets around 50 per cent. gross margins across its Solutions division as a whole.

The Directors believe that the Acquisition will result in a combined US business with a strong reputation and provenance, serving defence, federal, state and local customers. Brimtek will provide the Group with access to material framework contracts with key customer organisations across these sectors, and will also provide the Group with an end-to-end capability for capturing customer programme requirements. The Acquisition is therefore expected to provide a consolidated, US-focused platform for growth in this critical market. Brimtek will become the US Government Services division of Digital Barriers.

The Acquisition will provide the Group with a material increase in scale and will underpin the Directors' confidence in delivering profitability in the financial year ending 31 March 2017.

The Acquisition and the Placing together are expected to be earnings enhancing in the first full year of ownership ending 31 March 2017.

The Directors have always considered that acquiring an established US business would be a likely strategy to enhance the Group's organic growth in the region. Their intention had been to execute such an acquisition later in the development of the Group. However, the opportunity to acquire Brimtek has emerged at this time, and, the Directors believe, should be actively pursued.

Principal terms of the Acquisition

Pursuant to the terms of the Acquisition Agreement, the Company has conditionally agreed to acquire from the Sellers the entire issued share capital of Brimtek for a maximum aggregate consideration of up to $45 million (£29.6 million). Of the total consideration payable under the terms of the Acquisition, $25 million (£16.4 million) is payable in cash upon Completion and the remaining up to $20 million (£13.2 million) is payable in cash (or a mixture of cash and new Ordinary Shares at the discretion of the Company) subject to Brimtek achieving certain performance targets during the period up to 31 December 2017 as described more fully below.

The performance criteria for the contingent deferred consideration are based on challenging sales targets and underpinned by a minimum gross margin threshold, with full payout of the $20 million contingent consideration requiring Brimtek's revenues to more than double from its expected level for the year ending 31 December 2015.

The Acquisition Agreement is conditional upon, inter alia, the Placing proceeds being received by the Company, the receipt of customary closing deliverables and CFIUS approval.

Completion is expected to occur during February 2016.

Current trading

The Group also today released its unaudited interim results for the six months ended 30 September 2015.

Highlights of interim results

The highlights of these interim results are as follows:

·    Strong performance in the Group's Solutions (previously known as "Products") business, with revenues up 22 per cent. to £6.7 million (H115: £5.5 million), driven by International Solutions revenues which grew 38 per cent. to £5.1 million (H115: £3.7 million).

·    UK Services expected to be heavily weighted to the second half of the year, with revenue in the period impacted by UK Government austerity measures, reducing to £1.2 million (H115: £4.6 million).

·    Given this UK Services weighting, Group revenues in the period declined 22 per cent. to £7.9 million (H115: £10.1 million), but with the adjusted loss improving by 18 per cent. to £4.6 million (H115: £5.6 million).

·    Gross margins improved to 44 per cent. (H115: 31 per cent.), with Solutions gross margins increasing to 52 per cent. (H115: 44 per cent.); as the Solutions business continues to grow this improvement is expected to continue.

·    Reduction in losses underpinned by a 7 per cent. reduction in Group operating expenses to £8.1 million (H115: £8.8 million). It is expected that investment in operating expenses will continue at this level in H216 to support further incremental pipeline growth and sales conversion in Solutions.

·    Sales in the period for delivery this financial year increased 33 per cent. to £10 million (H115: £7.5 million), with contracted backlog for delivery in H216 up 90 per cent. at the period-end to £3.8 million (H115: £2.0 million); International contracted backlog was up 145 per cent. at the period-end to £2.7 million (H115: £1.1 million).

·    Strong sales recorded across all solution areas, including material sales in the United States, Malaysia, Indonesia, Korea, China and Nigeria. Sales have continued to close strongly since the period-end, with the Group's recorded revenues plus its contracted backlog (for delivery before the end of the current financial year) standing at £16.9 million as at 30 November 2015, of which £14.1 million is Solutions (FY15 to 30 November 2015: £8.8 million), which represents growth of 61 per cent.

·    Net cash at the end of the period was £5.9 million (H115: £7.6 million), including a £0.3 million working capital facility.

Current trading since 30 September 2015

·    Since 30 September 2015, the Group has continued to benefit from its current sales momentum, with examples of recent material or strategically important contract awards previously announced including:

·    a contract valued at £1.0 million to supply additional land and sea-based TVI and ISP surveillance solutions to a major Asia Pacific maritime security agency, following an initial contract for TVI solutions received from the same customer six weeks beforehand, valued at approximately £0.13 million;

·    a follow-on contract with a defence agency in Asia Pacific valued at £1.45 million and to be delivered in the current financial year, to supply its ISP solution for use in the protection of a maritime security zone, following on from an initial contract secured with the same customer in June 2015, valued at £0.3 million; and

·    a contract valued at £0.45 million with a government agency in Asia Pacific for the ThruVision solution, also for delivery in the current financial year.

The Group is also in final contract negotiations with a major camera manufacturer relating to licensing the Group's SafeZone video analytics software.

As a consequence, the Group's contracted backlog for delivery in H216 increased from £3.8 million at the end of the period to £9.0 million at 30 November 2015.

Of the recent contracts awarded, two have material follow-on potential as the programmes deploy, and the Company is moving towards the Group being appointed preferred bidder status in respect of another contract, as follows:

·    Asia Pacific Secure Maritime Zone - Digital Barriers is now deploying an initial deployment phase valued at £0.3 million, with a second phase follow-on contract for £1.45 million having been secured on 1 December 2015 and further significant follow-ons expected beyond that; there are also ISP allocations in the national defence budget from 2016;

·    Asia Pacific Border Security - Digital Barriers' systems integrator partner was awarded a major multi-year border security and military surveillance programme contract by a defence procurement agency, with the Group's technology specified in the contract; and

·    Middle East Border Security - Digital Barriers has been moving towards being appointed preferred bidder for a mobile border surveillance programme; the contract award is expected in 2016 with delivery to be completed within 12 months of the award.

The Group is also securing a strong contracted backlog position built around strategic progress and momentum in each of its regions, as follows:

·    Americas - the US remains the Group's largest potential market with success from federal agencies and TVI development being driven by agency requirements and spend; sales pipeline has grown to £30.5 million as at 31 October 2015 (31 October 2014: £2.9 million);

·    Asia Pacific - regional revenue doubled on a like-for-like basis to approximately £4.0 million in FY15 and doubled again on a like-for-like basis in H116, with low customer concentration, a strong mix of markets, customers and technologies, and particularly strong performances from ISP and ThruVision; sales pipeline has grown to £48.5 million as at 31 October 2015 (31 October 2014: £20.4 million);

·    Middle East and Africa - the new management team installed in early 2015 is gaining traction, with pipeline building from Saudi Arabia, Qatar and the United Arab Emirates in particular, as well as progress being made in Turkey, India, North and West Africa; sales pipeline has grown to £18.3 million as at 31 October 2015 (31 October 2014: £17.1 million); and

·    UK and Europe - Digital Barriers is consolidating its position with key customer organisations, broadening into commercial accounts including transport, construction and energy; sales pipeline has grown to £13.5 million as at 31 October 2015 (31 October 2014: £12.3 million).

Following strong trading in H116, the Group continues to experience strong momentum across its Solutions business, underpinned by increasing international growth, a stronger contracted backlog position and a growing sales pipeline. Visibility of future sales is much improved with increasing follow-on orders from existing customers, rather than from new customers for the Group. The Directors expect the Company to be operationally breakeven or better in H216.

Details of the Placing

The Company has conditionally raised £25.8 million (after expenses) through the proposed issue of the Placing Shares at the Placing Price, which represents a discount of 31.4 per cent. to the closing middle market price of 51 pence per existing Ordinary Share on 10 December 2015, being the last practicable date prior to the publication of this Announcement. The Placing Shares will represent approximately 48.8 per cent. of the Enlarged Issued Share Capital.

Use of proceeds

The Company intends to use the net proceeds of the Placing for the following purposes:

(a) to finance the initial cash consideration payable under the Acquisition and payment of associated acquisition costs, including advisers fees; and

(b) the remaining funds of approximately £9.2 million for general corporate working capital purposes.

Should the Acquisition not proceed, the Directors would seek to execute an alternative US acquisition opportunity utilising the net proceeds of the Placing. The Directors believe there are a number of such potential acquisition opportunities in the US.

Directors' participation in the Placing

The following Directors have agreed to subscribe, in aggregate, for 5,405,892 Placing Shares under the Placing as follows:

Name	Number of Placing Shares
Tom Black	4,534,464
Colin Evans	800,000
Sharon Cooper	28,571
Paul Taylor	42,857

Related Party Transaction

Under the AIM Rules, Schroder Investment Management Limited is currently a "Related Party" of the Company as a result of the current level of its shareholding in the Company of approximately 19.4 per cent. Schroder Investment Management Limited has agreed to subscribe for a total of 17,744,851 Placing Shares in the Placing which is considered a "Related Party Transaction" for the purpose of AIM Rules. The Directors consider, having consulted with the Company's Nominated Adviser, Investec, that the terms of the Related Party Transaction with Schroder Investment Management Limited are fair and reasonable in so far as the Company's shareholders are concerned.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 30 December 2015.

The Placing Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares following Admission and otherwise pari passu in all respects with the existing Ordinary Shares.

General

Investec is acting as nominated adviser, broker and sole bookrunner and underwriter in connection with the Placing.

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being the "Announcement").

The Appendix sets out further information relating to the Placing and the terms and conditions of the Placing.

The Placing is conditional, among other things, the Resolutions required to implement the Placing being duly passed by the shareholders of the Company at the General Meeting proposed to be held at the offices of Osborne Clarke LLP, One London Wall, London, EC2Y 5EB at 10.00 a.m. on 29 December 2015, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The Placing Agreement is not conditional upon completion of the Acquisition.

A circular containing, amongst other things, the notice of the General Meeting is expected to be published by the Company later today.

Recommendation

The Directors consider the Acquisition and the Placing to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously intend to recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do so in respect of their own beneficial holdings amounting, in aggregate, to 6,549,429 existing Ordinary Shares, representing approximately 7.7 per cent. of the Issued Share Capital.

Tom Black, Non-Executive Chairman, commented:

"I am delighted today that we can announce the acquisition of Brimtek, a highly respected specialist provider of advanced surveillance technologies to major federal agencies and defence customers in the United States. We have worked with Brimtek for a number of years, and have generated tremendous mutual respect between our organisations. Brimtek is the ideal platform from which we can build a much larger business in what is the largest single market for our technologies in the world. Both organisations share a common culture and focus on customers, as well as a very strong reputation for technical excellence and quality delivery. Brimtek has grown quickly over the last few years and its scale moves our business forwards significantly in the US."

Enquiries:
Digital Barriers plc	[phone]
Tom Black, Non-Executive Chairman
Zak Doffman, Chief Executive Officer
Sharon Cooper, Chief Financial Officer
Investec Bank plc - Nominated adviser and Broker to Digital Barriers	[phone]
Andrew Pinder / Patrick Robb
Dominic Emery / Sebastian Lawrence
FTI Consulting - PR Adviser to Digital Barriers	[phone]
Edward Bridges
Matt Dixon

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

IMPORTANT NOTICES

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

Investec is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Investec will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. 

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

No action has been taken by the Company, Investec or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

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

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

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

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

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

·      in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

a)             it is a Qualified Investor within the meaning of Article 2(1)(E) of the Prospectus Directive; and

b)             in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive:

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

(ii)            where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

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

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

(v)           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 (iii) above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Investec or the Company or any other person and none of Investec, the Company nor any other person acting on such person's behalf nor any of their affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Investec has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Investec, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.  In accordance with the terms of the Placing Agreement, if Placees fail to take up their allocation of Placing Shares at the Placing Price, Investec agrees to take up such shares and the Company agrees to allot and issue such shares to Investec, at the Placing Price and on the terms set out in the Placing Agreement.

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

As part of the Placing, the Company has agreed that it will not for a period of 90 days after (but including) Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above.  This agreement is subject to certain customary exceptions and does not prevent the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Application for admission to trading

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

It is expected that Admission will take place at 8.00 a.m. on 30 December 2015 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1.             Investec is acting as nominated adviser, broker and sole bookrunner to the Placing, as agent for and on behalf of the Company.  Investec is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement. 

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

3.             The price per Placing Share (the "Placing Price") is fixed at 35 pence and is payable to Investec by all Placees.

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

5.             Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec.  The terms of this Appendix will be deemed incorporated in that contract note.

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

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

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

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

10.           To the fullest extent permissible by law and applicable FCA rules, neither (a) Investec, (b) any of its affiliates, agents, directors, officers consultants nor (c) to the extent not contained within (a) or (b), any person connected with Investec as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Investec) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither Investec nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Investec's conduct of the Placing or of such alternative method of effecting the Placing as Investec and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of Placing Shares allocated to them, the Placing Price and the aggregate amount owed by them to Investec.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Investec in accordance with either the standing CREST or certificated settlement instructions which they have in place with Investec.

Settlement of transactions in the Placing Shares (ISIN: GB00B627R876) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST will be on a T+2 basis unless otherwise notified by Investec and is expected to occur at 8.00 a.m. on 30 December 2015 (the "Settlement Date") in accordance with the contract notes.  Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Investec may agree that the Placing Shares should be issued in certificated form.  Investec reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

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

Each Placee is deemed to agree that if it does not comply with these obligations, Investec may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Investec's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

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

(a)           the Resolutions having been duly passed (without amendment) at the General Meeting (or at any adjournment thereof);

(b)           none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue or inaccurate on the date on which the Placing Agreement is signed or on Admission, by reference to the facts and circumstances then subsisting;

(c)           the Company complying with its obligations and having satisfied all conditions under the Placing Agreement to the extent that they fall to be performed on or before Admission;

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

(e)           Admission having become effective at or before 8.00 a.m. on 30 December 2015 or such later time as Investec may agree with the Company (but in any event not later than 8.00 a.m. on 31 January 2016),

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

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

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

Investec may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (e) above may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

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

Termination of the Placing

Investec may terminate the Placing Agreement at any time on or before Admission if, inter alia:

2.             in the sole judgement of Investec there has been a breach of or there has taken place or arisen any event rendering untrue or incorrect in any material respect any of the warranties given to it;

3.             in the sole judgement of Investec there has occurred any adverse change in, or any development reasonably likely to involve a prospective adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of the Group which is material in the context of the Group as a whole, whether or not arising in the ordinary course of business ("Material Adverse Change") since the date of the Placing Agreement or there is a fact, circumstance or development reasonably likely to include a Material Adverse Effect;

4.             it shall come to the notice of Investec that any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become untrue, inaccurate, incomplete or misleading in any material respect; or

5.             there has been a force majeure event which in the sole judgement of Investec is likely to prejudice the success of the Placing, dealings in Ordinary Shares or make it impractical to proceed with the Placing.

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

By participating in the Placing, each Placee agrees with the Company and Investec that the exercise by the Company or Investec of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Investec or for agreement between the Company and Investec (as the case may be) and that neither the Company nor Investec need make any reference to such Placee and that none of the Company, Investec nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

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

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where Investec expressly agrees in writing to the contrary):

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

7.             it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Directive; and (b) has been or will be prepared in connection with the Placing;

8.             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, 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;

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

10.           neither Investec nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

11.           (a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither Investec, nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that Investec or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

12.           the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Investec nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

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

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

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

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

b)             has fully observed such laws and regulations;

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

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

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

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

18.           the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

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

20.           it understands that: (a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; (b) no representation is made as to the availability of the exemption provided by Rule 144 for resales of Placing Shares; and (c) it will not deposit the Placing Shares in a depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

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

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

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

c)             pursuant to another exemption from registration under the Securities Act, if available,

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

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

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

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

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

25.           none of Investec, its affiliates and any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Investec and that Investec has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

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

28.           the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be.  Investec and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Investec in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Investec or transferred to a CREST stock account of Investec who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

29.           it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and/or Investec for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

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

31.           it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

32.           it is a person of a kind described in: (a) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Order, and/or an authorised person as defined in section 31 of the FSMA; and (b) section 86(7) of the FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

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

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

35.           if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of Investec has been given to the offer or resale;

36.           it has neither received nor relied on any confidential price sensitive information concerns in the Company in accepting this invitation to participate in the Placing;

37.           none of Investec, any of its affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

38.           neither Investec, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of Investec or its affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Investec's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

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

41.           it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

42.           it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of the FSMA and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

43.           in order to ensure compliance with the Money Laundering Regulations 2007, Investec (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 Investec or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

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

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

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

47.           the Company, Investec and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Investec on its own behalf and on behalf of the Company and are irrevocable;

48.           if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

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

50.           any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Investec;

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

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

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

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

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

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

When a Placee or any person acting on behalf of the Placee is dealing with Investec, any money held in an account with Investec 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 Investec's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

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

All times and dates in this Announcement may be subject to amendment. 

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

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

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

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

 

DEFINITIONS

In this Announcement, the following expressions have the following meanings, unless the context requires otherwise:

"Acquisition"	the proposed acquisition by the Company of Brimtek pursuant to the Acquisition Agreement
"Acquisition Agreement"	the conditional agreement dated 10 December 2015 and made between the Company, Digital Barriers Inc., and the Sellers relating to the Acquisition
"Act"	the Companies Act 2006 (as amended)
"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies as published by the London Stock Exchange, as amended from time to time
"Board" or "Directors"	the board of directors of the Company or any duly authorised committee thereof
"Brimtek"	Brimtek, Inc., a Virginia corporation
"CFIUS"	the Committee on Foreign Investment in the United States
"Circular"	the circular to be sent to Shareholders on the date of this Announcement, containing details of, inter alia, the Acquisition and the Placing, and containing the Notice of General Meeting
"Company" or "Digital Barriers"	Digital Barriers plc, a company incorporated and registered in England and Wales under the Act with registered number 07149547
"Completion"	completion of the Acquisition in accordance with the terms of the Acquisition Agreement
"CREST"	the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No.3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"EBITDA"	earnings before interest, tax, depreciation and amortisation
"Enlarged Group"	the Group, as enlarged following Completion
"Enlarged Issued Share Capital"	the enlarged issued ordinary share capital of the Company immediately following Admission
"FCA"	the United Kingdom Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"FY15"	the 12 month period ended 31 March 2015
"General Meeting"	the general meeting of the Company convened for 10.00 a.m. on 29 December 2015 (or any adjournment thereof) at which the Resolutions will be proposed
"Group"	the Company and its Subsidiaries from time to time
"H115"	the six month period ended 30 September 2014
"H116"	the six month period ended 30 September 2015
"H215"	the six month period ended 31 March 2015
"H216"	the six month period ending 31 March 2016
"IP"	intellectual property
"Investec"	Investec Bank plc, the Company's nominated adviser and broker
"Issued Share Capital"	the issued ordinary share capital of the Company as at 10 December 2015, being the latest practicable date prior to the publication of this Announcement, being 84,534,810 Ordinary Shares
"London Stock Exchange"	London Stock Exchange plc
"Notice of General Meeting"	the notice of the General Meeting to be set out in the Circular
"Ordinary Shares"	ordinary shares of one penny each in the capital of the Company
"Placing"	the conditional placing of the Placing Shares, by Investec as agent for and on behalf of the Company, at the Placing Price pursuant to the terms of the Placing Agreement
"Placing Agreement"	the conditional agreement dated 11 December 2015 between the Company and Investec relating to the Placing
"Placing Price"	35 pence per Placing Share
"Placing Shares"	the 80,571,429 new Ordinary Shares to be issued pursuant to the Placing
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website
"Resolutions"	the resolutions to be proposed at the General Meeting and to be set out in the Notice of General Meeting
"Sellers"	the selling shareholders of Brimtek
"Shareholder"	a holder of Ordinary Shares
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction

In the Announcement, references to "pounds sterling", "GBP", "£", "pence" and "p" are to the lawful currency of the United Kingdom.  In the Announcement, references to "dollars", "USD" and "$" are to the lawful currency of the United States. Unless otherwise stated, the basis of translation of pounds sterling into dollars for the purposes of inclusion in this Announcement is $1.52/£1.00 (being the exchange rate prevailing on 10 December 2015 (being the latest practicable date prior to the publication of this Announcement)).

 

END

 

 

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