Proposed Acquisition of Entone, Inc.

RNS Number : 5797T

Amino Technologies PLC

21 July 2015

 

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

21 July 2015

Amino Technologies PLC

("Amino" or the "Company")

Proposed acquisition of Entone, Inc.

and

Placing by way of an accelerated bookbuild to raise £21.0 million

Amino Technologies PLC (LSE: AMO), the Cambridge-based provider of digital entertainment solutions for IPTV, Internet TV and in-home multimedia distribution, announces that it has conditionally agreed to acquire the entire issued share capital of Entone, Inc. ("Entone") for a total consideration of $73.0 million (£46.7 million).

Acquisition Highlights

·      Acquisition of Entone, a provider of broadcast hybrid TV and connected home solutions:

o   a market leader in the US IPTV market

o   150+ global customers

o   highly experienced management team

·      Strategic rationale:

o   the Acquisition will increase global footprint and scale

o   consolidation of a direct competitor

o   synergies identified (anticipated EBIT synergies of approximately £1.0 million in first full year of ownership)

o   the Directors believe that the combination of high quality management, cost synergies, supply chain enhancement and economies of scale will lead to enhanced operational performance for the Enlarged Group

·      Total Consideration of $73.0 million (£46.7 million):

o   Initial Consideration of $65.0 million (£41.6 million), payable to Entone Equityholders on Completion, in cash

o   Deferred Consideration of $8.0 million (£5.1 million), payable to qualifying Entone Management on the first and second anniversaries of Completion, in cash (of which a proportion will be used to subscribe for the Deferred Consideration Shares)

·      Acquisition to include Entone's balance sheet as at Completion. As at 31 May 2015, Entone had net cash of $12.0 million, and net assets of $15.9 million   

·      Acquisition expected to be significantly earnings accretive in first full year of ownership (FY2016)

Summary of Placing

·      Placing of 16,153,846 Placing Shares at 130.0 pence per Placing Share to raise gross proceeds of £21.0 million

·      Placing by way of an accelerated bookbuild

·      Books are open with immediate effect

Canaccord Genuity has been appointed as financial adviser and joint bookrunner in connection with the Acquisition and Placing. finnCap, Amino's Nominated Adviser, has been appointed as joint bookrunner in connection with the Placing (together, with Canaccord Genuity, the "Joint Bookrunners").

Completion of the Acquisition is conditional, inter alia, on completion of the Placing. The Placing will comprise a non pre-emptive placing of new Ordinary Shares conditional, inter alia, on Shareholder approval at the General Meeting, expected to be held on 10 August 2015.

Interim Results and Current Trading

The Company also today announces its unaudited results for the six month period ended 31 May 2015 which demonstrates strong first half performance with year-on-year revenue growth of 9 per cent. and EBITDA growth of 34 per cent., before exceptional items.

The Company anticipates that the traditional second half seasonal weighting in revenues will continue in the current year. The Group is trading in line with expectations for the year ending 30 November 2015, with the second half of the financial period commencing well.

The Company is confident in the outlook for the remainder of FY15 and reiterates its commitment to pursue a progressive dividend policy of no less than 10 per cent. growth per annum up to and including the year ending 30 November 2016. Full details of the interim results and the dividend declaration are set out in a separate announcement released today.

Acquisition of Entone

The Company has conditionally agreed to acquire the entire issued share capital of Entone for the Total Consideration of $73.0 million (£46.7 million).

The Total Consideration will comprise:

·      Initial Consideration of $65.0 million (£41.6 million), payable to Entone's Equityholders, entirely in cash, to be funded by:

o   the Placing - to raise gross proceeds of £21.0 million;

o   the existing cash resources of the Company - as at 31 May 2015 Amino had a cash balance of £17.3 million; and

o   the Revolving Credit Facility - $8.0 million (£5.1 million) is expected to be drawn down, in dollars, to fund the Acquisition.

·      Deferred Consideration of $8.0 million (£5.1 million), payable to qualifying Entone Management only, in cash, of which a proportion will be used to subscribe for the Deferred Consideration Shares (such proportion of cash and Deferred Consideration Shares is to be pre-determined at the election of Entone Management prior to Completion, with a minimum share component election obligation of 50 per cent.), such payment to be structured as follows:

o   $5.0 million (£3.2 million) to be paid on the first anniversary of Completion; and

o   a further $3.0 million (£1.9 million) to be paid on the second anniversary of Completion.

Entone is a provider of hybrid TV and connected home solutions. The Acquisition is expected to enhance Amino's global footprint and enable Amino to expand its addressable market. The Acquisition is expected to be significantly earnings accretive to Amino in its first full financial year of ownership (FY2016).

Entone has consistently demonstrated above peer growth. Entone had revenues of $43.4 million in the fiscal year ended 30 June 2014 (2013: $29.2 million) and EBITDA of $3.9 million (2013: $(1.4) million) (audited financial information). In the 11 month period to 31 May 2015, Entone had revenues of $46.7 million and EBITDA of $5.1 million (unaudited management accounts). As at 31 May 2015, Entone had net cash of $12.0 million and net assets of $15.9 million.

Details of the Placing

Amino proposes to raise £21.0 million (before commissions, fees and transaction costs) by way of a conditional placing on a non pre-emptive basis of 16,153,846 Placing Shares at the Placing Price of 130.0 pence per Placing Share, via an accelerated bookbuild. The Placing Price represents a 6.5 per cent discount to the closing middle market quotation price of an Ordinary Share on 20 July 2015 (of 139.0 pence per Ordinary Share).

The books for the Placing will open with immediate effect. The books are expected to close no later than 10.00 a.m. London time on 21 July 2015. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Joint Bookrunners' discretion. The appendix to this announcement contains detailed terms and conditions applicable to the Placing. The Placing is not underwritten.

By choosing to participate in the Placing and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the appendix to this announcement.

Participation in the Placing will be restricted to institutional investors and the directors of the Company.

The issue of the Placing Shares is conditional, inter alia, upon the passing of the Resolutions at the General Meeting and upon the Admission becoming effective. The General Meeting will be held at 10.00 a.m. on 10 August 2015 at the offices of finnCap Ltd at 60 New Broad Street, London EC2M 1JJ. 

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the Resolutions having been passed and the Placing Agreement not having been terminated in accordance with its terms, it is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 11 August 2015 (or such other time and/or date, being no later than 8.00 a.m. on 18 August 2015, as Canaccord Genuity, finnCap and the Company may agree).

A circular to Shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions (the "Circular").

The Board unanimously recommends that Shareholders vote in favour of the Resolutions at the General Meeting, as they intend to do in respect of their own beneficial holdings of Ordinary Shares amounting to, in aggregate, 1,103,495 Ordinary Shares, representing approximately 2.04 per cent of the Existing Voting Rights. 

Donald McGarva, Chief Executive of Amino, commented:

"The proposed acquisition of Entone has the potential to transform our business and broaden our capabilities and market reach globally across IPTV, hybrid broadcast and a range of connected home solutions. It also aligns closely with our recent acquisition of cloud-TV platform provider Booxmedia, in enabling us to meet the evolving needs of customers across a range of markets as they transition to cloud-based IP-driven multiscreen entertainment delivery. We anticipate a number of synergies between the two companies and expect the proposed acquisition to be earnings enhancing in the first full year of combined operations."

Steve McKay Chief Executive of Entone, commented:

"Bringing together Amino and Entone would create a significant new presence in the pay-TV market with solutions and skillsets that are highly complementary. We share a very similar vision as to how our industry is changing and the kinds of solutions that are required to address both existing and new customers."

For further information please contact:

Amino Technologies PLC	[phone]
Thomas Keith Todd CBE, Chairman
Donald McGarva, Chief Executive Officer
Julia Hubbard, Chief Financial Officer
FTI Consulting LLP (Financial PR)	[phone]
Matt Dixon / Chris Lane / Alex Le May
Canaccord Genuity Limited (Financial Adviser and Joint Bookrunner)	[phone]
Simon Bridges / Piers Coombs / James Craven / Emma Gabriel
finnCap Ltd (NOMAD and Joint Bookrunner)	[phone]
Stuart Andrews / Matt Goode / Carl Holmes (Corporate Finance) Simon Johnson (Corporate Broking)

Presentation of financial information

The rate of exchange used for information in this announcement is US$1.5635 to £1, as published in the Daily Official List of the London Stock Exchange on 17 July 2015.

Important notice

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing is being made (i) outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act; and (ii) to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act who have executed and delivered a United States investor representation addressed to the Company and the Joint Bookrunners substantially in the form agreed between the Company and the Joint Bookrunners, in transactions that are exempt from or not subject to the registration requirements of the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for 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. No action has been taken by the Company, Canaccord Genuity, finnCap or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

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

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for Amino and for no one else in connection with the Placing and will not be responsible to anyone other than Amino for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting for Amino and for no one else in connection with the Placing and will not be responsible to anyone other than Amino for providing the protections afforded to clients of finnCap or for affording advice in relation to the Placing, or any other matters referred to herein.

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

1.    The Acquisition

Amino has agreed to acquire the entire issued share capital of Entone pursuant to the terms of the Acquisition Agreement, for the Total Consideration of $73.0 million (£46.7 million), subject to a net assets price adjustment (downwards only) and the placement of $9.75 million (£6.24 million) into the Escrow Account, as security for the indemnification obligations of the Entone Equityholders. The Total Consideration comprises:

·      the Initial Consideration of $65.0 million (£41.6 million) payable in accordance with the terms of the Acquisition Agreement in cash, on Completion to the Entone Equityholders; and

·      the Deferred Consideration of $8.0 million (£5.1 million), payable in accordance with the terms of the Retention Plan in cash, of which a proportion will be used to subscribe for the Deferred Consideration Shares, $5.0 million (£3.2 million) of which is payable on the first anniversary of Completion to qualifying Entone Management only and a further $3.0 million (£1.9 million) of which is payable on the second anniversary of Completion to qualifying Entone Management only.

The number of Deferred Consideration Shares will be calculated by reference to the average mid-market closing price per fully paid Ordinary Share (converted into USD at the exchange rate prevailing on each day) for the 60 calendar days ending on the Business Day before Completion. On the first and second anniversaries of Completion, as applicable, each eligible member of Entone Management will be paid an amount in US dollars equal to the number of Deferred Consideration Shares reserved for the member of Entone Management multiplied by the then-applicable trading price for the Ordinary Shares. The member will then use the payment received, net of applicable taxes, to purchase new Ordinary Shares at the price the Ordinary Shares are trading for at the time of issue. Payment of the Deferred Consideration to each member of Entone Management is conditional on the relevant member of Entone Management remaining in service with Entone or the Enlarged Group, as applicable, or is otherwise a "Good Leaver" in accordance with the terms of the Retention Plan and the Participation Agreements, on the first anniversary and/or second anniversary, as applicable, of Completion.

The Total Consideration is subject to a downwards only adjustment, on a dollar for dollar basis, if and to the extent that the net assets of Entone at Completion are less than $12.7 million. Any shortfall in the net assets of Entone, up to a maximum amount of $2.5 million, will first reduce the Deferred Consideration portion of the Total Consideration to be paid by the Company. Any shortfall in excess of $2.5 million shall then reduce the Initial Consideration portion of the Total Consideration to be paid by the Company.

Strategic rationale for the Acquisition

The Directors believe that the Acquisition will be transformational for the Group and in line with Amino's stated strategic goals. The Acquisition provides an opportunity to consolidate one of the Group's direct competitors and will enhance the move into broadcast hybrid and assist with evolution of HEVC and 4K UHD. The Enlarged Group will have a larger global footprint and solutions portfolio and will offer Amino a direct sales route into the US.

Entone has a complementary product and solutions offering to Amino's. Entone's products FusionHome, a home monitoring solution, and Engage, hosted field service software suite, are particularly attractive to Amino. In addition, Entone's middleware integrations are complementary to the existing Amino offering.

The Directors believe that the combination of high quality management, cost synergies, supply chain enhancement and economies of scale will lead to enhanced operational performance for the Enlarged Group.

Key synergies of approximately £1.0 million (operating income synergies) in the first full year of ownership (FY2016) have been identified:

·      Amino's gross margin is currently approximately 10 per cent. higher than Entone's and represents an opportunity to reduce Entone's average cost price per unit and improve margins;

·      there is a potential opportunity to reduce selected elements of Amino's average cost price per unit, for example through economies of scale on certain software licenses;

·      Amino expects to be able to eliminate overlapping roles, being mainly contractor roles and to fill vacancies; and

·      following Completion, the accounting policies of the Group and Entone will be aligned.

The Acquisition is expected to be significantly earnings accretive in the first full year of ownership (FY2016).

2.    Placing

The Placing is conditional, inter alia, on the Acquisition Agreement becoming unconditional in accordance with its terms (save in relation to satisfaction of any condition relating to completion of the Placing), the passing of the Resolutions at the General Meeting, the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement, the admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 11 August 2015 (or such other time and/or date, being no later than 8.00 a.m. on 18 August 2015, as Canaccord Genuity, finnCap and the Company may agree).

The Placing Shares will be credited as fully paid and rank pari passu with the Existing Ordinary Shares if and when issued. Application will be made for the Placing Shares to be admitted to trading on AIM following the approval of the Resolutions at the General Meeting and Admission. The Placing is expected to become effective by no later than 8.00 a.m. on 11 August 2015. Settlement of the Placing Shares is expected to take place within the CREST system following Admission.

Placing Agreement

The Placing Agreement contains customary warranties given by the Company to Canaccord Genuity and finnCap as to matters relating to the Group and the Enlarged Group and its business, and a customary indemnity given by the Company to Canaccord Genuity and finnCap in respect of liabilities arising out of or in connection with the Placing. Canaccord Genuity and finnCap are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or were misleading or upon the occurrence of certain force majeure events.

The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing is not underwritten.

3.    Use of proceeds from the Placing

The proceeds raised from the Placing will be used to fund the Initial Consideration payable upon Completion, together with funds from Amino's existing cash resources (as at 31 May 2015 Amino had a cash balance of £17.3 million) and from partial draw down, in dollars, of the Revolving Credit Facility ($8.0 million (£5.1 million)). In addition, the Placing will be used to pay fees and expenses in relation to the transaction of approximately $4.2 million (£2.7 million) (including VAT) incurred in connection with the Acquisition and the Placing.

4.    Information on Entone

Entone was founded in 1999 to simplify the distribution of IP video services for the connected home. Entone is headquartered in Cupertino, California and has global offices including in Europe, Hong Kong and Brazil. Entone's group comprises two subsidiaries: (i) Entone which operates the corporate headquarters based in Cupertino and manages all US sales; and (ii) Entone Technologies (HK) Limited which runs the research and development centre in Hong Kong and manages all non-US sales. Entone is currently owned by Entone Management and private equity.

Entone is a pioneer in IPTV and whole-home video distribution. Its core product offering includes:

·      Hybrid TV devices and software: targeted solutions for global applications providing flexible home networking options with models ranging from media players to home servers;

·      FusionTV: applications that enable the delivery of TV services from the cloud;

·      FusionHome: IP devices and applications that enable the delivery of home monitoring and control services;

·      Engage hosted software suite: a secure environment for remote management of device firmware and provisioning data, along with remote support and service information and diagnostics.

Entone has over 150 global customers and is a market leader in the US IPTV market. Core customers include Consolidated Communications, Canby Telecom, Cable & Wireless, Fair Point Communications, Vodafone, Three Rivers and Twin Lakes. Entone has a highly experienced management team, Chief Executive Officer Steve McKay was previously with Accenture for 13 years and was CEO of a number of other business including Ion Global and Web Connection and founder Mark Evensen is Chief Technology Officer, and was Chief Architect of PCCW's IPTV service in Hong Kong having previously served with MCI, US West and Verizon, Mike Tang, Vice President of Engineering, who was the former lead engineer on PCCW's pioneering IPTV service in Hong Kong.

5.    Financial Information of Entone

Entone's historical trading results are summarised below and have been extracted from the audited financial statements for the fiscal years ended 30 June 2013 and 2014 respectively and the unaudited management accounts for the 11 month period ending 31 May 2015. The accounts have been prepared in accordance with US GAAP.

	Year to 30 June 2013 Audited $m		Year to 30 June 2014 Audited $m		11 months to 30 May 2015 Unaudited $m
Revenue	29.2		43.4		46.7
EBITDA	(1.4)		3.9		5.3
Margin	(4.7%)		8.9%		11.3%
EBIT	(1.6)		3.7		5.1
Margin	(5.3%)		8.5%		10.9%
PAT	(1.8)		2.8		5.1
Net cash	4.8		7.7		12.0
Net assets	8.0		10.8		15.9

6.    Terms of the Acquisition Agreement

Pursuant to the terms of the Acquisition Agreement, the Total Consideration is subject to a downwards only adjustment, on a dollar for dollar basis, if and to the extent that the net assets of Entone at Completion are less than $12.7 million. Any shortfall in the net assets of Entone, up to a maximum amount of $2.5 million, will first reduce the Deferred Consideration portion of the Total Consideration to be paid by the Company. Any shortfall in excess of $2.5 million shall then reduce the Initial Consideration portion of the Total Consideration to be paid by the Company.

A portion of the Initial Consideration, being $9.75 million (representing 15 per cent. of the Initial Consideration) (the "Escrow Amount"), will be deposited in an escrow account at Completion to secure the indemnity obligations of the Entone Equityholders under the Acquisition Agreement. The Escrow Amount remaining: (i) after any payment in relation to the indemnity obligations under the Acquisition Agreement; or (ii) that is not otherwise subject to an indemnity claim by Amino that is unresolved on the date the Escrow Amount is scheduled to be released, plus interest, is to be released to the Entone Equityholders on the earlier of either: (1) 18 months of Completion; or (2) the delivery to Amino of a signed audit opinion of Amino's auditors with respect to Amino's fiscal year ending 30 November 2016.

The Acquisition Agreement is governed by the laws of the State of Delaware, United States. The Company's wholly owned subsidiary, Amino LLC, will be a party to the Acquisition Agreement. The Acquisition structure reflects a typical US merger arrangement whereby on Completion, and in accordance with the applicable provisions of Delaware law, Amino Acquisition Entity will merge with and into Entone in a statutory reverse-triangular merger (the "Merger"). Entone will survive the Merger and become an indirect wholly owned subsidiary of Amino (through its holding in Amino LLC) and the separate corporate existence of Amino Acquisition Entity shall cease.

Completion of the Acquisition Agreement is subject to a number of conditions, most notably that:

1.         Amino has received all requisite approvals from its Shareholders; and

2.         Amino has received the proceeds of the Placing and the funds available under the Revolving Credit Facility; and

3.         all other approvals, waivers and consents necessary for the Acquisition have been obtained; and

4.         Entone has repaid all outstanding debt and delivered lien releases in a form acceptable to Amino LLC; and

5.         each of the key employees of Entone shall have executed their respective offer letters with Amino and none have taken any action to rescind or terminate their employment with Amino.

The Acquisition Agreement contains customary representations and warranties given by Entone to Amino, subject to exceptions and other information disclosed in the Disclosure Schedule, as to matters relating to Entone and its business. In addition, Amino LLC is also giving customary representations and warranties to Entone as to its organisation and good standing under the laws of Delaware, its due authorisation to enter into the Acquisition Agreement and related documentation and Amino's ability to finalise the Placing and the Revolving Credit Facility and that no other governmental consents are required to enable Amino LLC to execute the Acquisition Agreement and perform its obligations thereunder.

The Acquisition Agreement provides that the Entone Equityholders will indemnify Amino LLC, Amino and their respective affiliates in respect of all liabilities, damages, claims, taxes, fees and expenses (including costs of investigation and defence and reasonable fees and expenses of lawyers, experts and other professionals) resulting from, arising out of, or in connection with:

(i)         any failure of any representation or warranty made by Entone in the Acquisition Agreement or the Disclosure Schedule to be true and correct;

(ii)         any failure of any certification, representation or warranty made by Entone in any certificate delivered to Amino LLC to be true and correct (other than with respect to any inaccuracy in the consideration spreadsheet or the net assets certificate);

(iii)        any breach of or default in connection with any of the covenants or agreements made by Entone in the Acquisition Agreement;

(iv)        any claim asserted or held by any current, former or alleged stockholder of Entone alleging any ownership of, interest in or right to acquire any shares or other securities of Entone or otherwise disputing the treatment of stockholders of Entone in connection with the Merger;

(v)         any payments paid with respect to shares held by Entone Equityholders who exercise statutory appraisal rights to the extent that such payments exceed the amounts that otherwise would have been payable pursuant to the Acquisition Agreement;

(vi)        any failure of any of Entone Equityholders to have good and valid title to the shares of Entone capital stock reflected in the consideration spreadsheet;

(vii)       any inaccuracy in the consideration spreadsheet; or

(viii)       any and all pre-Completion taxes, except to the extent of any such pre-Completion taxes were taken into account as a reduction to the amounts paid at Completion by Amino.

The Escrow Amount is available to compensate Amino LLC for the aforementioned liabilities, damages and claims in accordance with the indemnification obligations of the Entone Equityholders under the Acquisition Agreement. Claims against the Escrow Amount for breaches of representations and warranties (other than fraud or wilful misconduct by Entone or an Entone Equityholder, or any failure of the representations and warranties with respect to capital structure, due authorisation, or tax returns and payments to be true and correct) are subject to a per claim threshold of $15,000 and an aggregate claim threshold of $250,000; provided that after the aggregate threshold is met, all indemnifiable damages are recoverable. The liability of the Entone Equityholders under the Acquisition Agreement is capped at the Escrow Amount, except for indemnifiable losses in connection with claims for fraud or wilful misconduct by Entone or Entone Equityholders (which losses shall be uncapped), losses with respect to breaches of the representations and warranties regarding capital structure and due authorisation, payments made or losses incurred with respect to Entone Equityholder claims in connection with their stockholdings, or wilful breach of Entone's covenants set forth in the Acquisition Agreement (which liability shall be capped at the amount of Initial Consideration actually received by the Entone Equityholders on a pro rata basis).

Amino LLC is entitled to terminate the Acquisition Agreement in certain circumstances prior to Completion, including if written consents of the Major Stockholders to approve the Acquisition, entry into the Acquisition Agreement and any the other transactions contemplated by the Acquisition Agreement (the "Written Consents"), have not been obtained.

Concurrently with the execution of the Acquisition Agreement, the Major Stockholders of Entone will enter into joinder agreements, pursuant to which the Major Stockholders agree to be bound by the terms of the Acquisition Agreement (to which they are not a party) and also the Written Consents.

In addition, each member of Entone Management will execute and deliver a Participation Agreement, an employment offer letter, and in the case of certain members, a non-compete agreement, to become effective at Completion.

7.    Facility Agreement

The Company and certain members of the Group have entered into the Facility Agreement. The Revolving Credit Facility terminates on the fifth anniversary of the date of the Facility Agreement.

The Facility Agreement contains customary warranties, representations, covenants and events of default for a facility of its nature.

The Facility Agreement contains the following financial covenants (as described in more detail below): (i) an interest cover test; and (ii) a leverage (net borrowings) test.

Subject to exceptions for certain permitted acquisitions and permitted joint ventures, the borrowers and the guarantors may not acquire any company, business or undertaking and may not enter into, invest in or acquire any interest in a joint venture.

The following are some of the key terms of the Revolving Credit Facility:

Repayment

The loans must be repaid by the Borrower on the last day of the relevant interest period and all loans must be repaid on or before the fifth anniversary of the date of the Facility Agreement

All outstanding loans, together with accrued interest and any other amounts accrued, shall become immediately due and payable upon the occurrence of:

·      a change of control (i.e. any person or group of persons acting in concert gains direct or indirect control of the Company);

·      a delisting of the Company; or

·      the sale of all or substantially all the assets of the Group, whether in a single transaction or a series of related transactions.

Interest and fees

Interest will be charged on each loan and the applicable interest rate will be the aggregate percentage rate per annum of the margin and LIBOR. The margin will be 1 per cent. per annum from the initial drawdown under the Revolving Credit Facility until the testing of the Facility Agreement financial covenants for the Relevant Period ending 29 February 2016. Thereafter, the margin will vary in accordance with a margin ratchet based on a leverage covenant as follows:

·      1.50 per cent. per annum when the Leverage is greater than or equal to 1.5:1 or at any time where certain defaults under the Facility Agreement are continuing;

·      1.25 per cent. per annum when the Leverage is less than 1.5:1 but greater than or equal to 1.0:1; and

·      1.00 per cent when the Leverage is less than 1.0:1.

The Company has agreed to pay the lender under the Facility Agreement a £97,500 arrangement fee on the date of the Facility Agreement.

The Company will pay a non-utilisation fee calculated at the rate of 35 per cent. of the applicable margin (as specified above) on the undrawn amounts of the Revolving Credit Facility.

Restrictive covenants

The Obligors are subject to a number of customary restrictive covenants, such that particular acts are prohibited unless they are expressly permitted under the Facility Agreement, including (among others) (in each case subject to certain exceptions):

·      a negative pledge whereby the Obligors are not permitted to create any security;

·      a restriction in respect of making any disposal of assets;

·      a restriction on the payment of dividends, except that dividends may be paid to the Company or its wholly-owned subsidiaries by the Company, but only if there is, among other things, no default;

·      a restriction on incurring financial indebtedness;

·      a restriction on making acquisitions; and

·      a restriction on the circumstances in which shares may be issued.

Financial covenants

The Company is required to ensure that: (i) the interest cover (i.e. ratio of EBITDA to net finance charges) in respect of a Relevant Period ending on or after 29 February 2016 shall not be less than certain thresholds. These thresholds align with standard market covenants.

8.    Terms of the Retention Plan and the Participation Agreements

Pursuant to the terms of the Retention Plan, the Deferred Consideration of $8.0 million (£5.1 million) is payable in cash, of which a proportion will be used to subscribe for the Deferred Consideration Shares; $5.0 million of which is payable on the first anniversary of Completion and a further $3.0 million of which is payable on the second anniversary of Completion.

Payment of the Deferred Consideration to a member of Entone Management is, in each case, conditional on such person remaining in service with Entone or the Enlarged Group (as applicable) on the first anniversary of Completion for the first payment of the Deferred Consideration and on the second anniversary of Completion for the second payment of the Deferred Consideration, in accordance with the terms of the Participation Agreements.

Prior to Completion, each member of Entone Management will elect how the Deferred Consideration should be divided between cash and Deferred Consideration Shares (the "Management Elections"). The Management Elections will be restricted such that the members of Entone Management can elect to take anywhere between 50-100 per cent. in Deferred Consideration Shares, with a maximum cash entitlement of 50 per cent. only.

At the first and second anniversaries of Completion, in each case assuming that a member of Entone Management remains in service with Entone or the Enlarged Group on such dates, or is otherwise a "Good Leaver" in accordance with the terms of the Retention Plan and the Participation Agreements, the relevant members of Entone Management will receive their respective first and second year Management Elections, as applicable. In respect of the Deferred Consideration Shares portion of the Management Elections, the number of shares to be issued (the "Reference Share Number") will be calculated at Completion by reference to the average mid-market closing price per fully paid Ordinary Share (converted into USD at the exchange rate prevailing on each day) for the 60 calendar days ending on the Business Day before Completion. On the first and second anniversaries of Completion, as applicable, each eligible member of Entone Management will be paid an amount in US dollars equal to the number of Deferred Consideration Shares reserved for the member of Entone Management multiplied by the then-applicable trading price for the Ordinary Share. The member will then use the payment received, net of applicable taxes, to purchase new Ordinary Shares at the price the Ordinary Shares are trading for at the time of issue. The Deferred Consideration Shares will rank pari passu alongside Amino's Existing Ordinary Shares following their issue, but will be subject to orderly market restrictions on sale.

9.    Background on Amino

Amino is a leading provider of IPTV/OTT solutions to the global market. Amino began trading in 1997 providing enabling technologies for broadband communications devices, and subsequently listing on the London Stock Exchange in 2004. The Group has 120 employees and is headquartered in Cambridge, United Kingdom with further offices in Helsinki, Finland.

Amino has a number of multi-award winning product ranges and offers IPTV devices and complementary solutions for the multi-screen connected home and a cloud TV platform which provides a complete end-to-end solution. The Group has over 1,000 customers in 100 countries and has sold over 5 million devices.

The core IPTV device markets include network operators and OTT service providers and the hospitality and enterprise market. The key trends shaping these core markets include: the movement towards IP-delivered connected solutions, the rise of multiscreen entertainment, the transition of cable MSO to all-IP, next generation HEVC codec and the development of 4K UHD. Amino has extensive industry ecosystem partners through which these solutions are delivered.

Amino acquired Booxmedia Oy, a Finnish provider of an end-to-end multiscreen cloud-TV solution in May 2015.

10.   General Meeting

A notice convening the General Meeting, for 10:00 a.m. on 10 August 2015 to be held at the offices of finnCap Ltd at 60 New Broad Street, London EC2M 1JJ will be set out in the end of the Circular to be posted to Shareholders shortly. The business to be considered at the General Meeting will be set out in the notice together with the explanatory notes to the Resolutions.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"Acquisition"	the proposed acquisition of all of the issued stock of Entone through a statutory reserve-subsidiary merger of Amino Acquisition Entity with and into Entone, with Entone to survive the merger
"Acquisition Agreement"	that conditional merger agreement to be entered into between (i) Amino LLC; (ii) Amino Acquisition Entity; (iii) Entone; and (iv) Shareholder Representative Services LLC, as Entone's Stockholders' agent, relating to the Acquisition, dated 21 July 2015
"Admission"	admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time) governing admission to and the operation of AIM
"Amino Acquisition Entity"	Amino Acquisition Sub, Inc.
"Amino LLC"	Amino Communications L.L.C., a limited liability company organised in Delaware, US and an indirect wholly owned subsidiary of Amino
"Borrower"	Amino Holdings Limited, a company incorporated and registered in England and Wales with registered number 3295683
"Business Day"	any day (excluding Saturdays and Sundays) on which banks are open in the City of London for the conduct of normal banking business
"Canaccord Genuity"	Canaccord Genuity Limited of 88 Wood Street, London EC2V 7QR, financial adviser and joint bookrunner to the Company
"Capita Asset Services"	Capita Registrars Limited, trading as Capita Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, registrars to the Company
"Companies Act" or the "Act"	the Companies Act 2006
the "Company" or "Amino"	Amino Technologies PLC, a company incorporated in England and Wales with registered number 5083390
"Completion"	completion of the Acquisition is expected to take place within three Business Days of Admission
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Regulations)
"Deferred Consideration"	the consideration payable to qualifying Entone Management under the terms of the Retention Plan and the Participation Agreements
"Deferred Consideration Shares"	the new Ordinary Shares to be allotted and issued in the capital of the Company to Entone Management under the terms of the Retention Plan and the Participation Agreements
"Directors" or "Board"	the directors of the Company as at the date of this announcement
"Disclosure Schedule"	a schedule of the disclosures made by Entone against the warranties and representations incorporated in the Acquisition Agreement, dated 21 July 2015
"Enlarged Group"	the Company and its subsidiaries following completion of the Acquisition
"Entone"	Entone, Inc.
"Entone Equityholders"	the equityholders of Entone as at the date of the Acquisition Agreement
"Entone Management"	Steve McKay, Mike Tang, Mark Evensen and certain other employees
"Escrow Account"	means the account into which the Escrow Amount will be placed on Completion and held back from Entone's Stockholders until the date that is the earlier of: (i) the date that is eighteen (18) months of Completion, and (ii) the delivery to Amino of a signed audit opinion of Amino's auditors with respect to Amino's fiscal year ending 30 November 2016, as security for the indemnification obligations of the Entone Equityholders
"Escrow Amount"	$9.75 million of the Initial Consideration (representing 15 per cent. of the Initial Consideration)
"Exchange"	the execution of the Acquisition Agreement
"Existing Ordinary Shares"	all of the Ordinary Shares in issue at the date of this announcement
"Existing Voting Rights"	the Ordinary Shares in issue, excluding Treasury Shares, which carry voting rights at the date of this announcement
"Facility Agreement"	a revolving credit facility agreement between: (i) Amino (as parent); (ii) Amino Holdings Limited (as borrower); (iii) the entities listed in schedule 1 thereto (as original guarantors); and (iv) the Lender, dated 21 July 2015
"finnCap"	finnCap Ltd of 60 New Broad Street, London EC2M 1JJ, joint bookrunner and nominated adviser to Amino
"General Meeting" or "GM"	the general meeting of the Company to be held at the offices of finnCap Ltd, 60 New Broad Street, London EC2M 1JJ at 10.00 a.m. on 10 August 2015
"Group"	the Company and its subsidiaries before completion of the Acquisition
"Initial Consideration"	the consideration payable to the Entone Equityholders under the terms of the Acquisition Agreement
"Joint Bookrunners"	Canaccord Genuity and finnCap
"Lender"	Barclays Bank PLC
"Leverage"	the ratio of net debt of the Enlarged Group on the last day of that Relevant Period to EBITDA of the Enlarged Group in respect of that Relevant Period
"LIBOR"	the London Inter-Bank Offer Rate
"London Stock Exchange"	London Stock Exchange plc
"Major Stockholders of Entone"	means the Entone Equityholders who collectively hold at least 95 per cent. of the issued and outstanding shares of Entone
"Obligors"	Amino Holdings Limited, Amino, Amino LLC and Amino Communications Limited
"Ordinary Shares"	the ordinary shares of one pence each in the capital of the Company
"Participation Agreements"	the participation agreements to be made between Amino and each member of Entone Management, relating to the Deferred Consideration
"Placing"	the conditional placing by Canaccord Genuity and finnCap of the Placing Shares on behalf of the Company pursuant to the Placing Agreement
"Placing Agreement"	the agreement dated 21 July 2015 between the Company, finnCap and Canaccord Genuity relating to the Placing, further details of which are set out in this announcement
"Placing Price"	the price at which the Placing Shares are to be issued and allotted pursuant to the Placing, being 130.0 pence per Placing Share
"Placing Shares"	the 16,153,846 new Ordinary Shares to be issued by the Company pursuant to the Placing Agreement
"Related Party Transaction"	a related party transaction, as defined by the AIM Rules
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Regulatory Information Services"	one of the regulatory information services authorised by the London Stock Exchange to receive, process and disseminate information in respect of AIM quoted companies
"Relevant Period"	each period of 12 months ending on or about the last day of the financial year, being the annual accounting period of the Group ending on 30 November in each year, and each period of 12 months ending on or about the last day of each financial quarter, being the period to each of the last day of February, 31 May, 31 August and 30 November
"Resolutions"	the resolutions to be proposed at the General Meeting
"Retention Plan"	the rules of the Amino and Entone retention plan
"Revolving Credit Facility"	a £15.0 million multicurrency revolving credit facility to be made available under the Facility Agreement
"Securities Act"	United States Securities Act of 1933
"Shareholders"	holders of Ordinary Shares
"Treasury Shares"	the 4,139,898 Ordinary Shares currently held in treasury by the Company
"Total Consideration"	the sum of the Initial Consideration and the Deferred Consideration
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any State of the United States and the District of Columbia
"US GAAP"	means United States generally accepted accounting principles applied on a consistent basis

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND/OR FINNCAP LTD ("FINNCAP" AND, TOGETHER WITH CANACCORD GENUITY, THE "JOINT BOOKRUNNERS" AND EACH A "JOINT BOOKRUNNER") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE "PROSPECTIVE DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS DOCUMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the new Ordinary Shares in the capital of the Company that are the subject of the Placing (the "Placing Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act ("Regulation S"), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and under circumstances that would not cause the Company to become an "investment company" (as such term is defined in the Investment Company Act). No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made solely outside the United States to persons who are not US persons in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for 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. No action has been taken by Amino Technologies PLC (the "Company" or "Amino"), Canaccord Genuity, finnCap or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.

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

Any indication in this document of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for Amino and for no one else in connection with the Placing and will not be responsible to anyone other than Amino for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting for Amino and for no one else in connection with the Placing and will not be responsible to anyone other than Amino for providing the protections afforded to clients of finnCap or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

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

Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners. Pursuant to the Placing Agreement, Canaccord Genuity and finnCap have, subject to the terms set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing"). The Placing is not underwritten.

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

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

Application for listing and admission to trading

Application will be made to London Stock Exchange plc ("London Stock Exchange") for admission to trading ("Admission") of the Placing Shares on AIM, a market operated by the London Stock Exchange ("AIM"). It is anticipated that Admission will become effective on or around 8.00 a.m. on 11 August 2015 and that dealings in the Placing Shares will commence at that time.

Bookbuild

Commencing today, the Joint Bookrunners will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This document gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective Affiliates is entitled to participate as a Placee in the Bookbuilding Process.

The Bookbuilding Process will establish a single price in Pounds Sterling (the "Placing Price") payable to the Joint Bookrunners by all Placees whose bids are successful.

The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 10.00 a.m. London time on 21 July 2015, but may be closed earlier at the discretion of the Joint Bookrunners. A further announcement will be made following the close of the Bookbuilding Process detailing the Placing Price at which the Placing Shares are being placed along with the precise number of shares to be subscribed for by the Placees at the Placing Price (the "Pricing Announcement"). The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this document and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Canaccord Genuity or finnCap. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. If successful, the relevant Joint Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. The relevant Joint Bookrunner's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Joint Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price set out in the Pricing Announcement and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the relevant Joint Bookrunner. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it or (as it may direct) one of its Affiliates in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.

The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of each of the Joint Bookrunners. The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they shall in their absolute discretion determine. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.

To the fullest extent permissible by law, none of Canaccord Genuity, finnCap, any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Bookrunners, any of their respective Affiliates 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 Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to the Joint Bookrunners. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Bookrunner as agent of the Company, to pay to the relevant Joint Bookrunner (or as such Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. The Joint Bookrunners will procure the allotment of the Placing Shares by the Company to each Placee.

All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

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

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

1.   the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and on Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting;

2.   the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

3.   the Acquisition Agreement having been entered into by the parties thereto and remaining in full force and effect and having not lapsed or been terminated prior to Admission; (ii) no condition to which the Acquisition Agreement is subject having prior to Admission become incapable of satisfaction; and (iii) no event having arisen at any time prior to Admission which gives any party to the Acquisition Agreement a right to terminate it;

4.   the Facilities Agreement having been entered into by the parties and remaining in full force and effect and having not lapsed or been terminated prior to Admission; (ii) each condition to drawdown under the Facilities Agreement (save for the Admission Condition) having been satisfied or unconditionally waived and (iii) no event having arisen at any time prior to Admission which gives any party to the Facilities Agreement a right to terminate it;

5.   shareholder approval of the resolutions at the General Meeting of the Company on 10 August 2015 necessary in relation to the Placing; and

6.   Admission occurring not later than 8.00 a.m. on 11 August 2015 or such later time as the Joint Bookrunners may agree in writing with the Company (but in any event not later than 8.00 a.m. on 18 August 2015).

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the Joint Bookrunners, the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement".

Right to terminate under the Placing Agreement

Either of the Joint Bookrunners may, at any time before Admission and in their absolute discretion, terminate the Placing Agreement with immediate effect if, inter alia:

1.   any of the Warranties was, when given, untrue, inaccurate or misleading; or

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

3.   there has occurred, in the Joint Bookrunners' opinion, acting in good faith, a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company.

By participating in the Placing, each Placee agrees with the Joint Bookrunners that the exercise by either of the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that neither of the Joint Bookrunners need make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither of the Joint Bookrunners shall have any liability whatsoever to the Placees in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this document and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of the Joint Bookrunners any of their respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee 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 Placee acknowledges to and agrees with the Joint Bookrunners for itself and as agent for the Company that, except in relation to the information contained in this document, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date	21 July 2015
Settlement Date	11 August 2015
ISIN Code	GB00B013SN63
SEDOL	B013SN63
Deadline for input instruction into CREST	3.00 p.m. on 7 August 2015
CREST ID for Canaccord Genuity	805
CREST ID for finnCap	CAQAQ

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Placees procured by Canaccord Genuity should settle against the Canaccord Genuity CREST ID shown above and Placees procured by finnCap should settle against the finnCap CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee 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 the relevant Joint Bookrunner.

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Bookrunners.

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

Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Bookrunner's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee 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 Placee's behalf.

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee 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 PTM 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 the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.         represents and warrants that it has read and understood this document in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this document (including this Appendix);

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

3.         acknowledges that the Placing is conditional on the Acquisition Agreement and  the  Facilities  Agreement
            remaining  in full  force and effect and  not  having  lapsed or been terminated prior to  Admission  and  the
            resolutions of the shareholders of the Company relating to the Acquisition and the Placing being approved;

4.         agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, their respective Affiliates and any person acting on their behalf 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 document and further agrees that the provisions of this document shall survive after completion of the Placing;

5.         acknowledges that the Placing Shares of the Company will be admitted to AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (the "Exchange Information") and that the Placee is able to obtain or access this Exchange Information without undue difficulty;

6.         acknowledges that none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested any of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

7.         acknowledges that the content of this document is exclusively the responsibility of the Company and that none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this document or any information previously published by or on behalf of the Company and none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this document or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this document and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

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

9.         represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;

10.        acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this document or otherwise;

11.        represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

12.        represents and warrants that:

a.   it understands that the Company has not been and will not be registered under the Investment Company Act;

b.   the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States or to, or for the account or benefit of, US persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and under circumstances that would not cause the Company to become an "investment company" (as such term is defined in the Investment Company Act);

13.        represents and warrants that:

a.   it is not a US person (as defined in Regulation S); and

b.   its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act

14.        represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

15.        represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

16.        represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

17.        represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

18.        represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

19.        represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, section 118 of FSMA, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001 ,the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

20.        if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

21.        if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

22.        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;

23.        undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this document on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either Joint Bookrunner may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;

24.        acknowledges that none of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

25.        undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Bookrunner which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

26.        acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

27.        acknowledges that it irrevocably appoints any director of the relevant Joint Bookrunner 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 agreed to be taken up by it under the Placing;

28.        represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

29.        represents and warrants that any person who confirms to either Joint Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Joint Bookrunner to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

30.        acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;

31.        acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this document (including this Appendix);

32.        acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Joint Bookrunner, any money held in an account with the relevant Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner (as the case may be);

33.        acknowledges and understands that the Company, the Joint Bookrunners, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

34.        acknowledges that the basis of allocation will be determined by the Joint Bookrunners at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

35.        irrevocably authorises the Company and the Joint Bookrunners to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and

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

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Joint Bookrunners, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or either of the Joint Bookrunners has incurred any such liability to stamp duty or stamp duty reserve tax.

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

All times and dates in this document may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This document has been issued by the Company and is the sole responsibility of the Company.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

Each Placee may be asked to disclose in writing or orally to either of the Joint Bookrunners:

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

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

 

END

 

 

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