Proposed Placing to raise approximately £5.0m

RNS Number : 3600H

Westminster Group PLC

03 December 2020

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS "ANNOUNCEMENT") 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, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

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

This Announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Prior to publication, certain information contained within this Announcement was deemed to constitute inside information for the purposes of Article 7 of MAR. In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. Due to the publication of this Announcement, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

3 December 2020

Westminster Group plc

("Westminster" or the "Company")

Proposed Placing to raise approximately £5.0 million

Westminster Group plc (AIM: WSG), a leading supplier of managed services and technology-based security solutions worldwide, announces a proposed placing (the "Placing"), via an accelerated bookbuild, of new ordinary shares ("New Ordinary Shares") in the capital of the Company.

The Placing will be conducted at a price of 4 pence per share (the "Issue Price") in order to raise, in aggregate, approximately £5.0 million (before expenses). The Placing will, on the basis of a £5.0 million placing, comprise approximately 125,000,000 New Ordinary Shares, representing approximately 44 per cent of the Enlarged Share Capital. Subscribers in the Placing shall be granted warrants to subscribe for New Ordinary Shares on a 1 warrant for each 5 Placing Shares basis (the "Placing Warrants"). The Placing Warrants will be exercisable at 7p per New Ordinary Share for a period of 24 months from Admission (as defined below). The Placing Warrants shall not be admitted to trading on AIM or any other stock market, and will not be transferable.

Key highlights

Proposed Placing of New Ordinary Shares at the Issue Price, raising approximately £5.0 million (before expenses).

The gross proceeds of the Placing will be used as follows:

- Up to £2.6 million: to fully redeem the Company's outstanding Convertible Loan Notes and Convertible Unsecured Loan Stock, and to repay the outstanding balance on the Mezzanine Loan Facility.

- Balance of the gross proceeds: to be used as working capital to support the initial deployment of long-term multi-million £ annual recurring revenue prospects in advanced stages of negotiation, the Company's recently secured Palace of Westminster contract, and to pay the expenses in connection with the Placing and the other Proposals referred to in this Announcement.

The Placing will be conducted by way of an accelerated bookbuild process (the "Bookbuild ") by Arden Partners plc ("Arden"), sole Broker, which will open with immediate effect following this Announcement. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Arden, in consultation with the Company. The Placing is not underwritten. The final number of Placing Shares will be agreed by Arden and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter.

As also announced today, the Company has appointed Arden as sole Broker and Strand Hanson Limited ("Strand Hanson") as Financial and Nominated Adviser, in each case with immediate effect.

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, this announcement and the Appendix together being this "Announcement").

Completion of the Placing will be conditional upon, inter alia, the approval by Shareholders of certain resolutions ("Resolutions") to be proposed at a general meeting of the Company ("General Meeting") and Admission. In particular, the Placing is conditional upon the passing of certain Resolutions to approve the Share Capital Reorganisation. The General Meeting will be held as a closed meeting with the minimum number of Shareholders legally required to be present and is expected to take place at 8.00 a.m. on 21 December 2020.

A circular containing, amongst other things, the notice of the General Meeting is expected to be published by the Company shortly following the closure of the Bookbuild (the "Circular").

The Issue Price represents a discount of approximately 36.5% per cent. to the closing middle market price of 6.3 pence per Existing Ordinary Share on 2 December 2020, being the latest practicable date prior to the publication of this Announcement.

The Placing Shares, on the basis of a £5.0 million placing, will represent approximately 44 per cent. of the Enlarged Share Capital.

For further information please contact:

Westminster Group Plc	Media enquiries via Walbrook PR
Rt. Hon. Sir Tony Baldry - Chairman
Peter Fowler - Chief Executive Officer
Mark Hughes - Chief Financial Officer

Strand Hanson Limited (Financial & Nominated Adviser)
James Harris	020 7409 3494
Ritchie Balmer Rob Patrick

Arden Partners plc (Broker)
Richard Johnson (Corporate)	020 7614 5900
Tim Dainton/Simon Johnson (Broking)

Walbrook (Investor Relations)
Tom Cooper	020 7933 8780
Paul Vann
Nick Rome	Westminster@walbrookpr.com

About Westminster Group plc

Westminster Group plc is a specialist security and services group operating worldwide via an extensive international network of agents and offices in over 50 countries.

Westminster 's principal activity is the design, supply and ongoing support of advanced technology security solutions, encompassing a wide range of surveillance, detection (including Fever Detection), tracking and interception technologies and the provision of long-term managed services contracts such as the management and running of complete security services and solutions in airports, ports and other such facilities together with the provision of manpower, consultancy and training services. The majority of its customer base, by value, comprises governments and government agencies, non-governmental organisations (NGO's) and blue-chip commercial organisations.

The Westminster Group Foundation was formed in 2014 as an initiative of Westminster Group plc. during the West African Ebola Crisis.

The Foundation's goal is to support the communities in which the Group operates by working with local partners and other established charities to provide goods or services for the relief of poverty and the advancement of education and healthcare particularly in the developing world.

The Westminster Group Foundation is a Charitable Incorporated Organisation, CIO, registered with the Charities Commission number 1158653.

1. Introduction

The Company announces today that it proposes to raise gross proceeds of approximately £5.0 million (before expenses) by way of a placing with new institutional, other and existing investors of New Ordinary Shares at the Issue Price of 4 pence per share.

The Issue Price represents a discount of approximately 36.5 per cent. to the closing mid-market price of an Existing Ordinary Share of 6.3 pence on 2 December 2020 (being the last practicable date prior to the date of this Announcement).

Subscribers in the Placing shall be granted warrants to subscribe for New Ordinary Shares on a 1 warrant for each 5 Placing Shares basis. The Placing Warrants will be exercisable at 7p per New Ordinary Share for a period of 24 months from Admission. The Placing Warrants shall not be admitted to trading on AIM or any other stock market, and will not be transferable.

The Placing is conditional, amongst other things, on the passing of certain Resolutions to be proposed at the General Meeting.

In addition, the Board is also proposing to reorganise the share capital of the Company in order to reduce the nominal value of the Company's Existing Ordinary Shares and thereby allow the Company to raise additional capital (subject to the approval of the shareholders of the Company).

Despite the Company's positive momentum, the market price of its Existing Ordinary Share has, for much of the last 9 months since share prices generally fell due to Covid-19 fears, been less than 10 pence, which is the nominal value of such shares. The issue of shares at less than nominal value of the Existing Ordinary Shares is prohibited by the Companies Act 2006 and so the nominal value of the Company's ordinary share capital must be reduced to a level below market price before new ordinary shares can be issued. Accordingly, without the Share Capital Reorganisation, the Placing which is being made at 4 pence could not take place. It is therefore proposed to undertake the Share Capital Reorganisation which will have the effect of reducing the nominal value of each ordinary share in the Company to 0.1 pence and therefore at a level considerably below market price. The Share Capital Reorganisation will not, of itself, affect the value or trading price of the shares held by Shareholders. After the Share Capital Reorganisation has taken place, there will be the same number of New Ordinary Shares in issue as there are Existing Ordinary Shares in issue, save for the additional New Ordinary Shares being issued as part of the Placing. The Share Capital Reorganisation is described more fully further below.

Application will be made for the Placing Shares and the New Ordinary Shares arising from the Share Capital Reorganisation to be admitted to trading on AIM. Subject to shareholder approval at the General Meeting of the Resolutions, it is expected that Admission will become effective and dealings in the Placing Shares and the New Ordinary Shares arising from the Share Capital Reorganisation will commence at 8.00 a.m. on or around 22 December 2020.

A Circular is expected to be posted to shareholders following the close of the Bookbuild with information about the background to and the reasons for the Proposals, to explain why the Board considers the Proposals to be in the best interests of the Company and its shareholders as a whole, and why the Board unanimously recommends that shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they irrevocably intend to do in respect of the 7,659,412 Existing Ordinary Shares held, directly or indirectly, by them representing approximately 4.7% per cent. of the total voting rights of the Company. The Company has also received further irrevocable commitments from certain Shareholders to vote in favour of the Resolutions in respect of 7,162,186 Existing Ordinary Shares. In total, the Company therefore has received irrevocable commitments to vote in favour of the Resolutions in respect of 14,821,598 Existing Ordinary Shares, representing approximately 9.2% per cent. of the total voting rights of the Company.

2. Background to and reasons for the Proposals

The Company is a global integrated security services company delivering niche security products, solutions and long-term managed services, predominantly to high growth and emerging markets around the world. The Company's customer base is primarily governments and governmental agencies, critical infrastructure, and large-scale commercial organisations worldwide. Legislation, security and safety concerns are all drivers for the business.

The Company operates through two divisions, Technology and Services, and its business model involves multiple revenue streams from multiple sources around the world. It has developed a global footprint and a sizeable pipeline of opportunities, including a number of long-term, multi-million £ annual recurring revenue contracts, some of which are now at advanced stages of negotiation.

Having spent a number of years investing in, and building its international presence and opportunity pipeline the Directors believe that the Company is now at an inflection point in its growth trajectory.

The Company has recently delivered a number of important new contracts, such as the prestigious and high profile 5-year contract to provide and maintain new screening equipment and other services for the Palace of Westminster (Houses of Parliament), and fever screening solutions to 85 offices in 37 countries for a leading global investment management company.

In addition, the Company has a current pipeline of large-scale opportunities, examples of which are shown below:

Project	Location	Division
5 x Airports Managed Services	Africa	Services
2 x Airports Managed Services	South East Africa	Services
1 x Airport Managed Services	West Africa	Services
3 x Airports Managed Services	West Africa	Services
2 x Airports Managed Services	South West Africa	Services
1 x Airport Managed Services	East Africa	Services
1 x Airport Managed Services	Middle East	Services
1 x Airport Managed Services	Europe	Services
Port Screening Project	West Africa	Services
Take-over & run a national Civil Aviation Training Centre	Middle East	Services
2 x Border Crossings - Security	Africa	Technology
Port Screening Project	Asia	Technology
Container Screening Solution	Caribbean	Technology
Port Security	Africa	Technology
Underwater Security - Royal Palace	Middle East	Technology
Border Crossing - screening equipment	Europe	Technology
Financial Institution	UK	Technology
International Organisation - Airport Sanitisation	Worldwide	Technology

The above pipeline of opportunities is an example of the scale of opportunities the Company is pursuing and whilst there is no guarantee of outcome, value or timing with any of these prospects some, such as the 5 x Airport Managed Services prospect in Africa, are at advanced stage.

The Proposals will therefore put the Company in a stronger position for the next stage of its development by providing working capital to support the growth and delivery of the pipeline of near-term potential major projects, if won, together with recently secured contracts, whilst also strengthening its balance sheet by the removal of debt, saving approximately £0.3 million in annual interest and fees.

On 23 January 2020, the Company entered into a £3 million Mezzanine Loan Facility and a £1.75m equity placing and sharing agreement ("ESPA") (together the "Financing Facility") with RiverFort Global Opportunities PCC and YA II PN Ltd (together, the "Facility Investors") and has drawn down £1.5 million under the Mezzanine Loan Facility with the intention of commencing repayment of its then existing £2.245m Convertible Secured Loan Notes ("CLNs") and to provide additional financing if required. The CLNs are repayable on or before 1 May 2021 and have a conversion price of 10p and an annual coupon of 15%. On the 24 February 2020 the Company redeemed £555,000 CLNs and converted £6,250. However due to the worsening Covid-19 pandemic creating global uncertainty the Company decided it would be prudent to suspend further repayments and utilise available funds to increase inventory and put measures in place to successfully navigate the pandemic. Since 24 February 2020 certain CLN holders have converted a further £206,250 of CLNs at 10p, resulting in the issue of 2,062,500 Existing Ordinary Shares. As at the date of this Announcement, £1,477,500 CLNs remain outstanding. In addition, £0.191 million of convertible unsecured loan stock ("CULS") is due for repayment on 31 July 2021. The balance principal due on the Mezzanine Loan Facility stands at approximately £0.880 million. The Company wishes to repay early in full the Mezzanine Loan Facility and all of the amounts outstanding under the CLNs and the CULS, to the extent not already converted by the point of redemption. Accordingly, the Company is now seeking to raise funds under the Placing to, inter alia, repay the amounts due under these arrangements.

3. Use of proceeds

The gross proceeds of the Placing are expected to be used as follows:

- Up to £2.6 million to fully redeem the Company's outstanding CLNs and CULS, and to repay the outstanding balance on the Mezzanine Loan Facility in full; and

- Balance of the gross proceeds: to be utilised as working capital to support the initial deployment of long-term multi-million £ annual recurring revenue prospects in advanced stages of negotiation, the Company's recently secured Palace of Westminster contract and to pay the expenses in connection with the Placing and the other Proposals referred to in this Announcement.

a. CLNs redemption

The Company will, following the completion of the Bookbuild, serve notice of redemption on the holders of the outstanding £1,477,500 CLNs. CLN holders may elect, by not later than 31 December 2020, to redeem their CLN principal in return for a cash payment or to exercise their conversion rights at 10 pence per ordinary share. In the event that no election is received, a cash payment shall be the default redemption option. Interest accrued since 1 October to 31 December 2020 shall also be paid in January 2021. The CLN redemption offer will be subject to completion of the Placing and Admission. To the extent any CLN holders elect to exercise their conversion rights, such placing proceeds shall be used by the Company to augment its working capital and the furtherance of the pipeline of opportunities.

b. CULS redemption

The Company will serve notice on the holder of the £190,961 CULS, in the same manner as the CLNs, of the intended cash redemption of the CULS, together with all fees accrued since 1 October 2020. The CULS redemption offer is, once again, subject to completion of the Placing and Admission.

c. Mezzanine Loan Facility repayment and Deed of Amendment

The Company has entered into a Deed of Amendment to the Financing Facility announced on 23 January 2020 with the Facility Investors, pursuant to which, subject to completion of the Placing, the Company shall make early repayment of the £880,311 principal amount outstanding under the Mezzanine Loan Agreement, plus associated accrued interest and early redemption costs. The repayment of the Mezzanine Loan Facility will be subject to completion of the Placing and Admission. In addition, the balance of the Equity Sharing and Placing Agreement ("ESPA") under the Financing Facility, comprising 4,961,668 Existing Ordinary Shares, has been extended, at the Company's request, until 31 December 2021. Any gains or losses on the EPSA will not have crystallised prior to 31 December 2021, therefore these will be treated as contingent assets or contingent liabilities in the 2020 accounts. Subject to Admission, the Facility Investors' existing 3,499,222 warrants shall be repriced to 5.2 pence.

4. Current trading and outlook

On 14 August 2020 the Company reported its interim results for the six months to 30 June 2020. Following four years of double digit % revenue growth, the Group continued to perform well, successfully navigating the Covid-19 pandemic and delivering healthy results. Key statistics were as follows:

· Group revenues up 24% to £7.0 million (H1 2019: £5.6 million).

· EBITDA moved from loss to a profit of £0.89 million (H1 2019: loss of £0.05 million).

· Profit before tax of £0.24 million (H1 2019: Loss before tax of £0.79 million).

· Earnings per share: 0.16p profit (H1 2019: Loss of 0.58p).

· The Group was operationally cash positive in H1 2020.

· Cash balance of £1.6 million at 30 June 2020 (and c. £0.7 million as at 16 November 2020).

A surge in product sales, as well as delivery of the 2^nd Asian Port scanner from the Company's 2019 contract and 3 months of record revenues from the West African airport operations before Covid-19 led to its closure for several months at end of March 2020, all contributed to a successful first half of the year.

Covid-19 has had a greater impact on H2 20 due to prolonged lockdowns and travel restrictions delaying and preventing delivery of certain projects. The Company's guarding, training and airport operations have also been impacted. However, the Company has continued to positively navigate the pandemic and its Ghana managed services operation has seen increasing revenues. In addition, the Company has secured a number of notable contract awards in the period, including the Palace of Westminster (Houses of Parliament) along with converting other contracts from our pipeline, although current travel restrictions are likely to mean much of the revenues and earnings will be pushed into 2021.

The outlook for 2021 is looking positive. Revenues from existing contracts, including long-term managed services and any slippage from 2020, together with an ongoing recovery from Covid-19 in the guarding, training and airport services and expected new contract wins, are expected to put the Company back on course for double digit % revenue growth, although the Directors recognise that the global outlook remains uncertain and subject to change which may impact the Company's future performance.

The Company is in the advanced stages of securing a long-term contract with the Government of an African country for the provision of airport security services relating to five airports in the country. This contract, should it be secured (of which there is no guarantee nor as to the timing or ultimate value of the contract) would involve a capital investment by the Company, which may utilise part of the net proceeds of the placing.

5. The Placing

The Company proposes to raise approximately £5.0 million (before expenses) through the Placing at the Issue Price. The Issue Price represents a discount of approximately 36.5 per cent to the closing mid-market price of an Existing Ordinary Share of 6.3 pence on 2 December 2020 (being the last practicable date prior to this Announcement). The Placing is not being underwritten.

The Placing is conditional, amongst other things, on:

- the passing of the Resolutions at the General Meeting;

- the Placing Agreement becoming unconditional in all respects save for Admission and not having been terminated in accordance with its terms; and

- Admission occurring by no later than 8.00 a.m. on 22 December 2020 (or such later date as Arden and the Company may agree, not being later than 8.00 a.m. on 31 December 2020).

The Company has entered into a Placing Agreement with Arden, pursuant to which Arden as agent for the Company has agreed to use its reasonable endeavours to procure Placees for the Placing at the Issue Price. The Placing Agreement contains warranties from the Company in favour of Arden in relation to, inter alia, the accuracy of the information contained in the documents relating to the Placing and also certain other matters relating to the Company and its affairs. In addition, the Company has agreed to indemnify Arden in relation to certain liabilities that it may incur in respect of the Placing.

Arden may terminate the Placing Agreement in certain circumstances (including for breach of warranty at any time prior to Admission, if such breach is reasonably considered by Arden to be material in the context of the Placing) and in the event of a force majeure event or material adverse change occurring at any time prior to Admission.

If Admission of the Placing Shares does not occur, then the Company will not receive the net proceeds in respect of Admission of the Placing Shares and the Company will likely not be able to implement the debt repayment and other matters referred to in this Announcement within the same timeframe.

It is for this reason that the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of the 7,659,412 Existing Ordinary Shares held, directly or indirectly, by them representing approximately 4.7 per cent. of the total voting rights of the Company.

6. Admission and settlement

The Company will apply for the Placing Shares and the New Ordinary Shares arising from the Share Capital Reorganisation to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in New Ordinary Shares held in uncertificated form following their issue will take place within the CREST system. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

All Placing Shares will be issued fully paid at the Placing Price. The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the other New Ordinary Shares in issue following the Share Capital Reorganisation, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.

It is intended that, if applicable, definitive share certificates in respect of the Placing Shares will be distributed on 22 December 2020 or as soon as practicable thereafter. No temporary documents of title will be issued.

7. Share Capital Reorganisation

The Company is not permitted under the Companies Act 2006 to issue shares with an issue price which is below their nominal value. The Company's Existing Ordinary Shares have a nominal value of 10 pence at present and are currently trading at around 6.3 pence. In order to enable the Company to issue shares pursuant to the Placing at 4 pence per share and also going forwards in the future at an issue price which exceeds their nominal value, the Company is proposing to undertake a reorganisation of the ordinary share capital of the Company. Each of the Existing Ordinary Shares that are currently in issue will be subdivided into 1 new ordinary share of 0.1 pence each and 1 deferred share of 9.9 pence each.

The Share Capital Reorganisation will also not, of itself, affect the value or trading price of the shares held by Shareholders. After the Share Capital Reorganisation has taken place, there will be the same number of New Ordinary Shares in issue as there are Existing Ordinary Shares in issue, save for the additional New Ordinary Shares being issued as part of the Placing. There are currently 161,527,511 Existing Ordinary Shares in issue as at the date of this Announcement and as expected to be prior to the Share Capital Reorganisation taking effect. Accordingly, immediately following the Share Capital Reorganisation and before completion of the Placing, 161,527,511 New Ordinary Shares and 161,527,511 Deferred Shares will be in issue. The Share Capital Reorganisation will not, of itself, affect the value of your shareholding.

The New Ordinary Shares in issue on Admission will have the same rights as those currently accruing to the Existing Ordinary Shares currently in issue under the articles of association of the Company, including those relating to voting and entitlement to dividends. New share certificates for New Ordinary Shares will not be issued and the existing certificates will remain valid.

Holders of options or warrants over Existing Ordinary Shares will maintain the same rights as currently accruing to them.

The Deferred Shares will have no substantive rights attached to them and, accordingly, will not carry the right to vote or to participate in any distribution of surplus assets. Furthermore, they will not be admitted to trading on AIM. The Deferred Shares will effectively carry no value.

The holders of the Deferred Shares shall be deemed to have conferred an irrevocable authority on the Company at any time to: (i) appoint any person, for and on behalf of such holder, to, inter alia, transfer some or all of the Deferred Shares (without making any payment therefor) to such person(s) as the Company may determine (including without limitation the Company itself); and (ii) repurchase or cancel such Deferred Shares without obtaining the consent of the holders thereof. In addition, the Company may repurchase all of the Deferred Shares, at a price not exceeding 1 pence in aggregate.

As part of this process, the Company's articles of association will need to be amended to set out the rights and restrictions attaching to the Deferred Shares. A special resolution in the Notice of General Meeting will propose the necessary amendments to the Company's articles of association and sets out the rights attaching to the Deferred Shares, details of which are set out in the Notice of General Meeting.

A copy of the amended articles of association, marked up to show the changes being proposed against the existing articles of association, may be requested in writing from the Company Secretary, Westminster House, Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS from the date of this Announcement until the time of the General Meeting.

8. General Meeting

A Circular explaining the background to and reasons for the Proposals and containing the Notice of General Meeting is expected to be posted to Shareholders following the close of the Bookbuild. A copy of the Circular and the Notice of General Meeting will thereafter be made available on the Company's website: www.wsg-corporate.com/investor-relations/publications.

THE MOST RECENT "STAY AT HOME" MEASURES ADOPTED BY THE GOVERNMENT PROHIBIT, UNLESS ESSENTIAL FOR WORK PURPOSES, PUBLIC GATHERINGS OF MORE THAN TWO PEOPLE. THE COMPANY'S VIEW, WHICH IS SUPPORTED BY THE CHARTERED GOVERNANCE INSTITUTE (ICSA) IS THAT ATTENDANCE AT A GENERAL MEETING BY A SHAREHOLDER, OTHER THAN ONE SPECIFICALLY REQUIRED TO FORM THE QUORUM FOR THAT MEETING, IS NOT ESSENTIAL FOR WORK PURPOSES. THE COMPANY WILL ARRANGE FOR A QUORUM TO BE PRESENT IN PERSON AT THE MEETING. ACCORDINGLY, SHAREHOLDERS ARE ADVISED NOT TO ATTEND THE GENERAL MEETING IN PERSON AND THEREFORE ANYONE SEEKING TO ATTEND THE MEETING IN PERSON WILL BE REFUSED ENTRY.

SHAREHOLDERS ARE ASKED INSTEAD TO VOTE BY PROXY COMPLETING THEIR FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE NOTICE OF GENERAL MEETING.

The Notice of General Meeting will convene the General Meeting of the Company for 8.00 a.m. on 21 December 2020 to consider and, if thought appropriate, pass the following resolutions:

1. an Ordinary Resolution to approve the sub-division and reclassification of each of the Company's Existing Ordinary Shares into one New Ordinary Share and one Deferred Share pursuant to the Share Capital Reorganisation;

2. an Ordinary Resolution to seek additional authority for the board to allot New Ordinary Shares or grant rights to subscribe for or convert any securities into New Ordinary Shares in connection with the Placing and with such authority to expire on the earlier of 15 months from the date on which the Resolution is passed and the date on which the Company's 2021 annual general meeting is held;

3. a Special Resolution to amend the Articles to reflect the rights attaching to the Deferred Shares and to remove a reference to an authorised share capital;

4. a Special Resolution to seek additional authority to allot New Ordinary Shares or grant rights to subscribe for or convert any securities into New Ordinary Shares for cash free of the statutory pre-emption rights which would otherwise apply specifically in connection with the Placing, and with such authority to expire on the earlier of 15 months from the date on which the Resolution is passed and the date on which the Company's 2021 annual general meeting is held.

As at the date of the notice of this Announcement, the Company does not hold any treasury shares.

Shareholders should note that, if all of the Resolutions are not passed by Shareholders at the General Meeting, the Placing will not be implemented.

9. Expected timetable of principal events

	2020
Announcement of the Placing, Bookbuild commences	3 December
Announcement of the result of the Bookbuild	3 December
Posting of the Circular	4 December
Latest time and date for receipt of proxy votes	8.00 a.m. on 18 December
General Meeting	8.00 a.m. on 21 December
Announcement of result of General Meeting	21 December
Record date and time for the Share Capital Reorganisation	6.00 p.m. on 21 December
Admission to trading on AIM of the Placing Shares and the New Ordinary Shares arising from the Share Capital Reorganisation and enablement in CREST	8.00 a.m. on 22 December
CREST accounts expected to be credited for the Placing Shares in uncertificated form	22 December
Repayment of Mezzanine Loan Facility and redemption of Convertible Unsecured Loan Stock	on or around 22 December
Despatch of definitive share certificates for the Placing Shares in certificated form (where applicable) and for the Placing Warrants	22 December (or as soon as practical thereafter)
Final elections for redemption of Convertible Loan Stock	31 December


Redemption of Convertible Loan Stock	By 31 December

Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. References to time in this document are to London time.

Definitions

"Act"	the Companies Act 2006 (as amended from time to time)
"Admission"	the admission of the Placing Shares and the New Ordinary Shares arising from the Share Capital Reorganisation to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the AIM market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by London Stock Exchange plc from time to time
"Appendix"	the appendix to this announcement containing the Terms and Conditions
"Arden"	Arden Partners plc (registered in England and Wales with registered number 04427253) whose registered office is at 5 George Road, Edgbaston, Birmingham, England, B15 1NP, the Company's broker
"Articles"	the articles of association of the Company for the time being
"Board" or "Directors"	the directors of the Company, or any duly authorised committee thereof
"Bookbuild"	the offering of Placing Shares and attached placing Warrants to Placees by way of an accelerated bookbuild by Arden as agent for the Company, details of which are more particularly set out in the Appendix
"Business Day"	a day not being a Saturday or a Sunday or a bank or public holiday in England on which clearing banks are open for business in the City of London
"Circular"	the circular in relation to the Proposals to be dispatched to Shareholders following completion of the Bookbuild
"Company"	Westminster Group plc (incorporated and registered in England and Wales with registered number 03967650) whose registered office is at Westminster House, Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS
"Convertible Loan Stock" or "CLNs"	the Westminster Group plc and Westminster Operating Limited Fixed Rate Secured Convertible Loan Notes 2020 issued pursuant to the Loan Note Instrument dated 18 June 2013 (as amended)
"Convertible Unsecured Loan Stock" or "CULS"	the Company's Convertible Redeemable Unsecured Loan Notes 2021 issued pursuant to the terms of a Subscription Agreement dated 30 July 2018
"CREST"	the Relevant System (as defined by the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear is the Operator (as defined by the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (as amended) (SI 2001/3755)
"Deferred Shares"	the deferred shares of 9.9 pence each in the capital of the Company to be created as part of the Share Capital Reorganisation
"Enlarged Share Capital"	the New Ordinary Shares in issue on Admission, including the Placing Shares
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Existing Ordinary Shares"	the 161,527,511 ordinary shares of 10 pence each in the capital of the Company in issue as at the date of this announcement
"FCA"	the Financial Conduct Authority
"FPO"	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended)
"FSMA"	the UK Financial Services and Markets Act 2000, as may be amended from time to time
"General Meeting"	the general meeting of the Company to be held at Westminster House, Blacklocks Hill, Banbury Lane, Banbury, Oxfordshire, OX17 2BS on 21 December at 8.00 a.m.
"Group"	the Company and its subsidiary undertakings
"London Stock Exchange"	London Stock Exchange plc
"MAR"	Regulation (EU) No 596/2014 (the Market Abuse Regulation)
"Mezzanine Loan Facility"	the mezzanine loan facility made available to the Company by RiverFort Global Opportunities PCC and YA II PN Ltd pursuant to the terms of an investment agreement entered into between the parties dated 22 January 2020
"New Ordinary Shares"	the ordinary shares of 0.1 pence each in the capital of the Company in issue following completion of the Share Capital Reorganisation
"Notice of General Meeting"	the notice of the General Meeting, to be set out at the end of the Circular
"Ordinary Shares"	prior to the Share Capital Reorganisation, the Existing Ordinary Shares and after the Share Capital Reorganisation, the New Ordinary Shares.
"Placees" or "Investors"	an eligible investor procured by Arden who agrees to subscribe for Placing Shares and attached Placing Warrants in the Placing
"Placing"	the conditional placing of the Placing Shares and attached Placing Warrants at the Placing Price pursuant to the Placing Agreement
"Placing Agreement"	the agreement dated 3 December 2020 between the Company and Arden relating to the Placing
"Placing Price" or "Issue Price"	4 pence per Placing Share
"Placing Shares"	the New Ordinary Shares to be issued in connection with the Placing
"Placing Warrants"	the warrants to subscribe for New Ordinary Shares at 7p per New Ordinary Share, to be granted to Placees on the basis of 1 warrant for each 5 Placing Shares
"Proposals"	the Placing, the Share Capital Reorganisation and the proposed amendments to the Articles
"Prospectus Regulations"	Regulation (EU) No 2017/1129
"Prospectus Regulations Rules"	the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
"Regulation S"	Regulation S under the Securities Act
"Resolutions"	the resolutions to be set out in the Notice of General Meeting
"Securities Act"	United States Securities Act of 1933
"Share Capital Reorganisation"	the sub-division of each Existing Ordinary Share into one New Ordinary Share and one Deferred Share to be effected pursuant to the passing of the Resolutions
"Shareholders"	holders of Existing Ordinary Shares and, following the Share Capital Reorganisation, of New Ordinary Shares
"Terms and Conditions"	the terms and conditions of the Bookbuild set out in the Appendix
"uncertificated"	recorded on the relevant register of the share or 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
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction
"£"	British pounds

IMPORTANT NOTICE

This Announcement should be read in its entirety.

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

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this Announcement has not been approved by an authorised person within the meaning of FSMA. This Announcement has been issued by and is the sole responsibility of the Company. The information in this Announcement is subject to change.

This Announcement is not an offer of securities for sale in or into the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States. Subject to certain exceptions, the securities referred to herein are being offered only outside of the United States pursuant to Regulation S of the Securities Act and may not be reoffered, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

No public offering of securities is being made in the United States. This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, New Zealand or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

Strand Hanson, which is authorised and regulated by the FCA in the United Kingdom, is acting as Financial Adviser and Nominated Adviser to the Company in connection with the Placing. Strand Hanson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Strand Hanson as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

Arden is authorised and regulated by the FCA in the United Kingdom. Arden is acting solely as broker and bookrunner exclusively for the Company and no one else in connection with the Bookbuild and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Bookbuild or the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Arden by FSMA or the regulatory regime established thereunder, Arden accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the Bookbuild or the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Arden accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

In connection with the Placing, Arden and its affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares in the Company ("Ordinary Shares") and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by Arden and any of its affiliates acting as investors for their own accounts. In addition, Arden or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Arden has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Forward-looking Statements

This Announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control or estimate precisely and include, but are not limited to, general economic climate and market conditions as well as specific factors, including the success of the Company and its subsidiaries' research and development and commercialisation strategies, uncertainties regarding regulatory clearance and acceptance of products by customers. No undue reliance should be placed upon forward-looking statements. These forward looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of 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 "Target Market Assessment").

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

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

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX

Terms and Conditions of the Placing

("TERMS AND CONDITIONS")

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY IN RELATION TO THE PLACING

THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS, (TOGETHER REFERRED TO HEREIN AS THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND, JAPAN, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, STRAND HANSON AND ARDEN TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

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 PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (EU) 2017/1129 ("QUALIFIED INVESTORS"). IN ADDITION IN THE UNITED KINGDOM THESE TERMS AND CONDITIONS ARE ONLY ADDRESSED TO AND DIRECTED AT QUALIFIED INVESTORS WHO ARE: (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATED TO INVESTMENTS AND WHO ARE INVESTMENT PROFESSIONALS WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "FPO"); (II) PERSONS WHO FALL WITHIN ARTICLES 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE FPO; AND (III) ANY OTHER PERSONS TO WHOM THIS INFORMATION MAY OTHERWISE LAWFULLY BE DIRECTED (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 THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

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

THE PLACING SHARES AND ATTACHED PLACING WARRANTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE PLACING SHARES AND ATTACHED PLACING WARRANTS IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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), Australia, Canada, Japan or the Republic of South Africa, New Zealand 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.

Neither the Placing Shares nor the attached Placing Warrants 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 or New Zealand in relation to the Placing Shares and attached Placing Warrants, and the Placing Shares and attached Placing Warrants 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, the Republic of South Africa or New Zealand. 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, the Republic of South Africa or New Zealand or any other jurisdiction outside the United Kingdom in which the same would be unlawful.

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

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation 2017/1129 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.

By participating in the Placing, each Investor will be deemed to have read and understood this Announcement in its entirety; to be acquiring Placing Shares and attached Placing Warrants on the terms and conditions contained herein and a warrant instrument to constitute the Placing Warrants; and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

Various dates referred to in this Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. References to time in this Announcement are to London time, unless otherwise stated.

It is expected that the Placing Shares will be allotted, conditionally upon Admission, on 22 December 2020, or, in any case, by such later time and/or date as the Company and Arden may agree, being not later than 31 December 2020 ("Long Stop Date").

(a) Introduction

These Terms and Conditions apply to Relevant Persons making an offer to acquire Placing Shares and attached Placing Warrants under the Placing. Each such Relevant Person, who confirms its agreement to Arden and the Company (whether orally or in writing) to acquire Placing Shares and attached Placing Warrants under the Placing (an "Investor"), hereby agrees with Arden and the Company to be bound by the form of acceptance issued by Arden to such Investor and these Terms and Conditions, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound if Arden confirms to such Investor its allocation of Placing Shares under the Placing.

Upon being notified of its allocation of Placing Shares and attached Placing Warrants in the Placing, an Investor shall be contractually committed to acquire the number of Placing Shares and attached Placing Warrants 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. Dealing may not begin before any notification is made.

(b) Details of the Placing Agreement, the Placing Shares and the Placing Warrants

The Company has today entered into the Placing Agreement with Arden. Pursuant to the Placing Agreement, Arden has, subject to the terms and conditions set out in the Placing Agreement, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares and attached Placing Warrants.

The Placing is conditional on the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

The Placing is not being underwritten.

The Placing Shares and any New Ordinary Shares issued upon exercise of the Placing Warrants will, when issued, be subject to the Articles (as amended by the passing of the Resolutions), be credited as fully paid and rank pari passu in all respects with each other and with the New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the New Ordinary Shares after Admission.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Subscribers in the Placing shall be granted warrants to subscribe for New Ordinary Shares on a 1 warrant for 5 Placing Shares basis. The Placing Warrants will be exercisable at 7p per New Ordinary Share for a period of 24 months from Admission. The Placing Warrants shall not be admitted to trading on AIM or any other stock market, and will not be transferable. The Placing Warrants will be issued to Placees pursuant to the terms of a warrant instrument constituting the Placing Warrants.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 22 December 2020. The Placing Warrants will not be admitted to trading on AIM or any other stock exchange.

(d) Bookbuild

Commencing today, Arden will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing (the "Bookbuild"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing through the Bookbuild. However, Arden will be entitled to effect the Placing by such alternative method to the Bookbuild as it may, after consultation with the Company, determine. No commissions will be paid by or to Investors in respect of any participation in the Placing or subscription for Placing Shares.

(e) Participation in, and principal terms of, the Bookbuild

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Arden. Arden and Arden Affiliates (as defined below) are entitled to participate as Investors in the Bookbuild.

The Bookbuild will establish the number of Placing Shares to be issued pursuant to the Placing at the Placing Price.

The book will open with immediate effect. The Bookbuild is expected to close not later than 4.30 p.m. on 3 December 2020, but may be closed at such earlier or later time as Arden may, in its absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuild detailing the number of Placing Shares to be subscribed for by the Investors at the Placing Price (the "Placing Results Announcement").

A bid in the Bookbuild will be made on these Terms and Conditions and will be legally binding on the Investor on behalf of which it is made and, except with Arden's consent, will not be capable of variation or revocation after the close of the Bookbuild.

A Investor who wishes to participate in the Bookbuild should communicate its bid by telephone to its usual sales contact at Arden. Each bid should state the number of Placing Shares which the prospective Investor wishes to subscribe for at the Placing Price. If successful, Arden will re-contact and confirm orally to Investors following the close of the Bookbuild the size of their respective allocations and a form of acceptance will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Investor's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Arden pursuant to which each such Investor will be required to accept the number of Placing Shares allocated to such Investor at the Placing Price and otherwise on these Terms and Conditions and in accordance with the Articles. Each Investor's allocation and commitment will be evidenced by a form of acceptance issued by Arden to such Investor. These Terms and Conditions will be deemed incorporated in that form of acceptance.

Arden reserves the right to scale back the number of Placing Shares and attached Placing Warrants to be subscribed by any Investor in the event that the Placing is oversubscribed. Arden also reserves the right not to accept offers to subscribe for Placing Shares and attached Placing Warrants or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Arden.

Each Investor's obligations will be owed to the Company and to Arden. Following the oral confirmation referred to above, each Investor will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Arden, as agent of the Company, to pay to Arden (or as Arden may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Investor.

To the fullest extent permissible by law, none of Arden, any subsidiary of Arden, any branch, affiliate or associated undertaking of Arden or of any such subsidiary nor any of their respective directors, officers, employees, agents or advisers (each an "Arden Affiliate") nor any person acting on their behalf shall have any liability to Investors (or to any other person whether acting on behalf of an Investor or otherwise). In particular, none of Arden, any Arden Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuild or of such alternative method of effecting the Placing as Arden may determine.

All obligations of Arden under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

(f) 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 Arden under the Placing Agreement are conditional, among other things, upon:

(i) the passing of each of the Resolutions at the General Meeting;

(ii) the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading in the context of the Placing on and as of the date of the Placing Agreement and at Admission;

(iii) the obligations of Arden not having been terminated (as described below under "Right to terminate under the Placing Agreement"); and

(iv) Admission of the Placing Shares occurring not later than 8.00 a.m. on 22 December 2020 or such later time and/or date as Arden and the Company may agree (but in any event not later than 31 December 2020).

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Arden), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Investor's rights and obligations hereunder shall cease and determine at such time and no claim may be made by an Investor in respect thereof. None of Arden, any Arden Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Westminster Affiliate") shall have any liability to any Investor (or to any other person whether acting on behalf of an Investor or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Investor agrees that Arden's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

(g) Right to terminate under the Placing Agreement

Arden has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to Arden in the Placing Agreement (in a manner which is material in the context of the Placing), the failure of the Company to comply with certain of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change in the financial or trading position or prospects of any member of the Group.

By participating in the Placing, each Investor agrees with Arden that the exercise by Arden of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Arden and that Arden need not make any reference to the Investors in this regard and that, to the fullest extent permitted by law, neither the Company, Arden, any Arden Affiliate nor any Westminster Affiliate shall have any liability whatsoever to the Investors in connection with any such exercise or failure to so exercise.

(h) No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be prepared in accordance with the Prospectus Regulation Rules to be published or submitted to be approved by the FCA and Investors' commitments will be made solely on the basis of the information contained in this Announcement.

Each Investor, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Arden and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Arden (other than the amount of the relevant Placing participation in the oral confirmation given to Investors and the form of acceptance referred to below), any Arden Affiliate, any persons acting on its or their behalf or the Company or any Westminster Affiliate and none of Arden, any Arden Affiliate, any persons acting on their behalf, the Company, any Westminster Affiliate nor any persons acting on their behalf will be liable for the decision of any Investor to participate in the Placing based on any other information, representation, warranty or statement which the Investor may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Investor acknowledges to and agrees with Arden for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

(i) Lock-up

The Company has undertaken to Arden that, between the date of the Placing Agreement and six months after the date of Admission, it will not, enter into any further equity fund raising transactions without the prior consent of Arden (such consent not to be unreasonably withheld or delayed).

By participating in the Placing, Investors agree that the exercise by Arden of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of Arden and that Arden need not make any reference to, or consultation with, Investors and that Arden shall have no liability to Investors whatsoever in connection with any such exercise of the power to grant consent.

(i) Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Investors by such other means as Arden may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Investor's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date 18 December 2020

Settlement Date 22 December 2020

ISIN Code GB00B1XLC220

SEDOL B1XLC22

Deadline for input instruction into CREST 5.00 p.m. on 18 December 2020

CREST ID for Arden 601

Each Investor allocated Placing Shares and attached Placing Warrants in the Placing will be sent a form of acceptance stating the number of Placing Shares and attached Placing Warrants allocated to it, the Placing Price, the aggregate amount owed by such Investor to Arden and settlement instructions. Investors should settle against the Arden CREST ID shown above. It is expected that such form of acceptance will be despatched shortly following the close of the Bookbuild. Each Investor agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the form of acceptance unless otherwise notified by Arden.

Interest is chargeable daily on payments not received from Investors on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.

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

If Placing Shares are to be delivered to a custodian or settlement agent, the Investor should ensure that the form of acceptance is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Investor's name or that of its nominee or in the name of any person for whom the Investor is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Arden nor the Company shall be responsible for the payment thereof. Investors will not be entitled to receive any fee or commission in connection with the Placing.

(j) Agreement to acquire Placing Shares

Conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on 22 December 2020 (or such later time and/or date as the Company and Arden may agree) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the confirmation mentioned under paragraph (e) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Placing Price and to be granted Placing Warrants on the basis of 1 Placing Warrant for every 5 Placing Shares being subscribed for in the Placing. The number of Placing Shares and attached Placing Warrants acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

(k) Payment for Placing Shares

Each Investor undertakes to pay the Placing Price for the Placing Shares acquired by such Investor in such manner as shall be directed by Arden. In the event of any failure by an Investor to pay as so directed by Arden, the relevant Investor shall be deemed hereby to have appointed Arden or its nominee to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as so directed by Arden and to have agreed to indemnify on demand Arden in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

(l) Representations and warranties

By participating in the Placing, each Investor and, to the extent applicable, any person confirming its agreement to acquire Placing Shares on behalf of an Investor, will irrevocably acknowledge, confirm, agree, undertake, represent and warrant to each of Arden and the Company that:

(i) the Investor has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these Terms and Conditions, the Placing Agreement and the Articles. Such Investor agrees that these Terms and Conditions and the form of acceptance issued by Arden to such Investor represent the whole and only agreement between the Investor, Arden and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these Terms and Conditions. Such Investor agrees that none of the Company, Arden nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(ii) the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither Arden nor any person affiliated with Arden or acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

(iii) the Investor has not relied on Arden or any person affiliated with Arden in connection with any investigation of the accuracy of any information contained in this announcement or its investment decision;

(iv) in agreeing to acquire Placing Shares and attached Placing Warrants under the Placing, the Investor is relying on this Announcement and not on any draft thereof or other information or representation concerning the Group, the Placing or the Placing Shares or attached Placing Warrants. Such Investor agrees that neither the Company nor Arden nor their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(v) Arden is not making any recommendations to Investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Placing and each Investor acknowledges that participation in the Placing is on the basis that it is not and will not be a client of Arden; that Arden is acting for the Company and no one else; that Arden will not be responsible to anyone else for the protections afforded to its clients; that Arden will not be responsible for anyone other than the Company for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangements or other matters referred to herein; and that Arden will not be responsible for anyone other than the Company in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of Arden's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

(vi) save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Arden nor any of its directors or employees shall be liable to an Investor for any matter arising out of the role of Arden as the Company's broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Investor will immediately waive any claim against Arden and any of its respective directors and employees which an Investor may have in respect thereof;

(vii) the Investor has complied with all applicable laws and such Investor will not infringe any applicable law as a result of such Investor's agreement to acquire Placing Shares and attached Placing Warrants under the Placing and/or acceptance thereof or any actions arising from such Investor's rights and obligations under the Investor's agreement to acquire Placing Shares and attached Placing Warrants under the Placing and/or acceptance thereof or under the Articles;

(viii) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Investor lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares and attached Placing Warrants under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Investor's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate: (a) its constitutional documents; or (b) any agreement to which the Investor is a party or which is binding on the Investor or its assets;

(ix) it understands that no action has been or will be taken in any jurisdiction by the Company, Arden or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required;

(x) the Investor is a Relevant Person and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FCA Conduct of Business Rules;

(xi) if the Investor is in a relevant EEA member state, it is a Qualified Investor within the meaning of Article 2(e) of EU Prospectus Regulation 2017/1129 and otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus in accordance with the Prospectus Regulations Rules or other applicable laws;

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

(xiii) in the case of any Placing Shares acquired by an Investor as a financial intermediary, either:

1. 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 placing or resale to, persons in any relevant member state other than Qualified Investors, or in circumstances in which the prior consent of Arden has been given to the placing or resale; or

2. where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than Qualified Investors, the placing of those Placing Shares to it is not treated under the Prospectus Regulation Rules as having been made to such persons;

(xiv) to the fullest extent permitted by law, the Investor acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;

(xv) the Placing Shares and attached Placing Warrants have not been and will not be registered under the Securities Act or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or New Zealand or where to do so may contravene local securities laws or regulations;

(xvi) the Investor is, and at the time the Placing Shares and attached Placing Warrants are acquired will be, located outside the United States and eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S;

(xvii) the Investor is not acquiring the Placing Shares and attached Placing Warrants as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act);

(xviii) if it is acquiring the Placing Shares and attached Placing Warrants for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(xix) the Investor is acquiring the Placing Shares and attached Placing Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the Securities Act or any other United States federal or applicable state securities laws;

(xx) the Company is not obliged to file any registration statement in respect of resales of the Placing Shares and attached Placing Warrants in the United States with the US Securities and Exchange Commission or with any state securities administrator;

(xxi) the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Investor, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

(xxii) the Investor invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;

(xxiii) the Investor has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Investor deems necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(xxiv) the Investor or, where the Investor is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

(xxv) there may be adverse consequences to the Investor under tax laws in other jurisdictions resulting from an investment in the Placing Shares and the Investor has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

(xxvi) the Investor is not a resident of the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand or any other jurisdiction where an offer to acquire the Placing Shares would be unlawful and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Australia, Canada, Japan, or the Republic of South Africa or New Zealand or any other jurisdiction where an offer to acquire Placing Shares would be unlawful and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions;

(xxvii) the Investor is 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 UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(xxviii) in the case of a person who confirms to Arden on behalf of an Investor an agreement to acquire Placing Shares and attached Placing Warrants under the Placing and/or who authorises Arden to notify such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;

(xxix) the Investor has complied with its obligations under the Criminal Justice Act 1993, MAR, Section 118 of FSMA and, in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) ("Money Laundering Regulations 2017") and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that: (i) satisfactory evidence has been obtained and recorded by it to verify the identity of the third party; and (ii) arrangements have been entered into with the third party to obtain from the third party copies of any identification and verification data immediately on request as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Investor's allocation may be retained at Arden's discretion;

(xxx) the Investor agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Arden and/or the Company may require proof of identity of the Investor and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Investor to produce any information required for verification purposes, Arden and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify Arden and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(xxxi) the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);

(xxxii) the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;

(xxxiii) it has not offered or sold and will not offer or sell any 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 FSMA;

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

(xxxv) 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 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:

(i) 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;

(ii) 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

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

(xxxvi) in the case of a person who confirms to Arden on behalf of an Investor an agreement to acquire Placing Shares and attached Placing Warrants under the Placing and who is acting on behalf of a third party, that the terms on which the Investor (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

(xxxvii) the exercise by Arden of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Arden need not have any reference to any Investor and shall have no liability to any Investor whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Investor agrees that it shall have no rights against Arden or any of its directors or employees under the Placing Agreement;

(xxxviii) it irrevocably appoints any director of Arden as its agent for the purposes 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 and attached Placing Warrants agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares and attached Placing Warrants in the event of its failure so to do;

(xxxix) it will indemnify and hold the Company, Arden and its respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this paragraph (l)_and further agrees that the provisions of this paragraph will survive after completion of the Placing;

(xl) Arden may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account and, except as required by applicable law or regulation, Arden will not make any public disclosure in relation to such transactions; and

(xli) Arden and each of its respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by Arden and/or any Arden Affiliates, acting as an investor for its or their own account(s). Neither Arden 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.

The Company and Arden will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.

(m) Supply and disclosure of information

If any of Arden or the Company or any of their respective agents request any information about an Investor's agreement to acquire Placing Shares and attached Placing Warrants, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

(n) Miscellaneous

The rights and remedies of Arden and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them, and the exercise or partial exercise of one will not prevent the exercise of others.

(i) On application, each Investor may be asked to disclose, in writing or orally to Arden:

1. if he/she is an individual, his/her nationality; or

2. if he/she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

3. such other "know your client" information as Arden may reasonably request.

(ii) All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to Arden.

(iii) Each Investor agrees to be bound by the Articles once the Placing Shares which such Investor has agreed to acquire have been acquired by such Investor.

(iv) These provisions may be waived, varied or modified as regards specific Investors or on a general basis by Arden.

(v) The contract to acquire Placing Shares and attached Placing Warrants and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Arden, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

(vi) In the case of a joint agreement to acquire Placing Shares and attached Placing Warrants, references to an "Investor" in these Terms and Conditions are to each of such Investors and such joint Investors' liability is joint and several.

(vii) Arden and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares and attached Placing Warrants under the Placing are determined.

(viii) The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

(ix) 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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