Proposed Placing to raise up to US$4.0m

Aferian PLC
24 July 2023
 

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, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

 

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

24 July 2023

 

Aferian plc

 

("Aferian", the "Company, the "Group")

 

Proposed Placing to raise up to US$4.0m

 

Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company, announces a proposed placing (the "Placing") to raise up to approximately US$4.0m (before expenses) through the issue of new Ordinary Shares ("Placing Shares") representing up to approximately 30.0% of the Company's issued share capital, at a placing price of 12 pence per new Ordinary Share ("Placing Price").  In addition, certain directors and senior executives of the Company and their connected persons intend to participate in the Placing. The Placing is being conducted through an accelerated Bookbuild to institutional shareholders. The Placing will be launched immediately following release of this announcement and will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement (this announcement and the Appendix together the "Announcement").

 

Highlights

·     

Intention to raise up to approximately US$4.0m (before expenses) through the issue of new Ordinary Shares via an accelerated bookbuild to institutional shareholders.

 

·     

Net proceeds of the Placing to be used for general working capital replacing the need for further drawdown of the Group's existing shareholder loan from Kestrel, of which £2.125m remains committed but undrawn.

 

·     

The Directors consider that the proposed Placing will provide adequate headroom over the Group's banking covenants.

 

·     

Large-scale restructuring of the Amino and 24i divisions is largely complete, generating $8.0m of annualised cost savings. The Group expects to save a total of $3.4m operating costs and $1.5m capital expenditure in the current financial year.

 

·     

The poor trading conditions at Amino caused by customer destocking at a time of interest rate rises resulted in an excess inventory balance of $8.6m as at 31 May 2023. The Amino inventory balance is expected to reduce back to November FY21 levels in H1 2024.

 

·     

The Amino division has been refocused on higher quality, higher margin Pay TV and digital signage streaming devices incorporating the Group's software and Amino's SaaS device management platform.

 

·     

The strategy for 24i is unchanged with continued strong demand for 24i's streaming video solutions. The division has an operational focus on profitability following the restructure.

 

·     

The Group continues to trade in-line with the stated trading and outlook statement given on 28 June 2023 and the Board still anticipates that results for the year ending 30 November 2023 will show:

 


o  Group software and services revenue growth of c. 10 to 15 per cent; and


o  a positive material Adjusted EBITDA given the cost reduction actions already taken.


o  Net debt is expected to reduce over the remainder of the current financial year as inventory levels reduce.

 

Donald McGarva, Aferian's CEO, said:

 

"We continue to make demonstrable progress in our strategy to shape Aferian into a higher visibility, higher quality revenue generating business. This progress comes from continued, focused execution against our plans to drive software and services growth in the fast-growing streaming market served by 24i and to concentrate on higher quality, higher margin streaming and device management opportunities in Amino. Now, following decisive actions to restructure our cost base, concentrate resources on higher margin activities and de-risk our supply chains, we have an even stronger platform on which to build and to grow. 

 

Our intention through this proposed placing is to ensure we have access to appropriate, diverse pools of working capital to fuel our ambition. Following successful completion of the proposed Placing we will not only retain the adequate headroom already secured over our banking covenants, but also have access to capital solely focused on initiatives to drive forward our advantage in the video streaming market, which growing fast as streaming increasingly becomes the most popular way to consume video."

 

Continued pursuit of stated growth strategy

Global revenue from internet-based video services are predicted to hit US$235 billion by 2028 (source Statista) and 90 per cent. of global internet users (aged 16-64) now watch TV via streaming (94% for 16-24s) (source: Datareportal). Against this strong market background, the Group's key ambition remains to become a software-led company, capable of delivering increasing quality and visibility of revenues. The Group's stated strategy is designed to enable achievement of this ambition, with a focus on generating growth of high margin software and services revenue, and an additional focus on recurring revenue. 

 

24i

Demand for 24i's video streaming platform remains strong. Investments previously made in sales and marketing have delivered results. The 24i management team, under its new leadership, is focused on growing revenue and ARR at double digit percentages in FY2023, whilst ensuring targeted R&D investment and improved customer project scoping and pricing to increase profitability in the second half of the financial year. This will ensure a better balance between revenue growth and profitability going forward.

 

Amino

The device market is forecast to continue to grow, however, the market has evolved with low-cost manufacturers meeting the needs of many pay TV operators who, whilst needing to upgrade their services to incorporate video streaming, remain focused on cost reduction. Therefore, in order to target enhanced profitability Amino's focus will be on delivering value to its customers through:

·     

delivering higher quality, higher margin streaming devices which can also be bundled with the Group's Software-as-a-Service ("SaaS") device management platform, Engage. This SaaS device management platform is also integrated with third party devices and sold on a standalone basis; and

·     

driving growth in its digital signage business selling into large integrators and via distributors.

 

Details of the proposed Placing

The Company proposes to raise gross proceeds of up to approximately US$4.0m (£3.1m) through the issue of the Placing Shares at the Placing Price.

 

The Placing Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will take place and that trading will commence on AIM at 8.00 a.m. on 26 July 2023.

 

Following the issue of the Placing Shares, it is expected that the Company will have 112,694,609 Ordinary Shares in issue.

 

Rationale for the Placing

The Company announced on 31 May 2023 that it had secured additional funding of up to £3.25m by way of a loan facility provided by Kestrel Partners LLP, the Company's largest shareholder (the "Shareholder Loan"). This additional funding has served to provide adequate and effective headroom in respect of the covenants associated with the Group's existing bank facility.

 

In that announcement, the Company also outlined that it would, on that same day, draw down £1.125m of the Shareholder Loan and would, before 31 July 2023, being the last date for drawdown of the remaining £2.125m of the Shareholder Loan, seek alternative funding to replace this un-drawn loan element.

 

Having consulted with certain of the Company's major shareholders, the Directors have determined that today's proposed Placing is the Board's chosen route for securing this alternative funding.

 

Use of proceeds

The net proceeds will be used for general working capital purposes, replacing the short-term need to draw down the remaining £2.125m un-drawn element of the Shareholder Loan. It is management's current intention that the initial £1.125m draw down of the Shareholder Loan will be redeemed at maturity on 31 May 2025.

 

Current Trading

The Group continues to trade in-line with the last stated trading position and outlook, announced on 28 June 2023. Key highlights of that trading position and outlook were:

 

·     

For FY 2023, circa 90 per cent. of management's forecasted Group revenues are contracted;

·     

The remaining 10 per cent. of management's forecast Group revenues is covered by a well-developed sales pipeline;

·     

Group software and services revenue growth for FY 2023 is anticipated in the range of circa 10 to 15 per cent;

·     

Devices revenue in H2 2023 is expected to be higher than that seen in H1 2023 and this recovery is expected to continue in FY 2024 as inventory levels continue to normalise within the supply chain;

·     

Net debt at 31 May 2023 was US$13.0m and the Group continues to expect this net debt position to reduce over the remainder of FY 2023 as inventory levels reduce.

 

As previously communicated, management actions taken in February and June 2023 have reduced the Group's annualised cost base, including capital expenditure, by circa US$5.0m and a further circa US$3.0m respectively. This has saved a total of US$3.4m in operating costs and US$1.5m in capital expenditure in the current FY 2023 financial year.

 

Directors and PDMR participation in the Placing

Certain of the Directors and members of the senior management team, and their connected persons, as set out below ("Aferian Placees"), have indicated their intention to subscribe for a total of 2,020,833 Placing Shares pursuant to the Placing.

 

Set out below is the intended participation in the Placing by the Aferian Placees, and following Admission, the holdings of each of the Aferian Placees:

 

Directors and Senior Management

Position

Existing number of Ordinary Shares

Number of Placing Shares intent to subscribe for

Shareholding on Admission (number)

Shareholding on Admission (%)

Mark Wells

Non-Executive Chairman

0

208,333

208,333

0.2%

Donald McGarva

Chief Executive Officer

553,775

208,333

762,108

0.7%

Mark Carlisle

Chief Financial Officer
& Chief Operations Officer

8,751

145,833

154,584

0.1%

Hans Disch

PDMR

2,275,207

1,458,333

3,733,540

3.3%

 

Substantial shareholders participation in the Placing

Kestrel Investment Partners ("Kestrel") currently holds 22,776,736 Ordinary Shares, representing approximately 26.7 per cent. of the Company's Existing Ordinary Share capital and is therefore a substantial shareholder (holding in excess of 10 per cent. of the Company's issued share capital) and as such is a related party for the purposes of the AIM Rules for Companies. Kestrel has indicated its intention to invest approximately £0.8m in the Placing, which will comprise a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

 

Premier Miton Investors currently holds 14,421,812 Ordinary Shares, representing approximately 16.9 per cent. of the Company's Existing Ordinary Share capital and is therefore a substantial shareholder (holding in excess of 10 per cent. of the Company's issued share capital) and as such is a related party for the purposes of the AIM Rules for Companies. Premier Miton Investors has indicated its intention to invest approximately £0.5m in the Placing, which will comprise a related party transaction for the purpose of Rule 13 of the AIM Rules for Companies.

 

The independent Directors (being Steve Oetegenn and Bruce Powell), having consulted with Investec in its capacity as nominated adviser to the Company for the purposes of the AIM Rules considers that the participation by Kestrel Investment Partners and Premier Miton Investors in the Placing is fair and reasonable insofar as Shareholders are concerned.

 

Placing Statistics

Number of Ordinary Shares in issue immediately before the Placing

86,694,609

Number of Placing Shares to be issued pursuant to the Placing

26,000,000

Placing Price

12 pence

Gross proceeds of the Placing

£3.1m

Estimated net proceeds of the Placing

£2.9m

Number of Ordinary Shares in issue immediately following the Placing

112,694,609

Placing Shares as a percentage of the Enlarged Share Capital

23.1 per cent

 

Note: Assuming that the Placing completes and that no further Ordinary Shares have been issued other than the Placing Shares.

 

Details of the Placing Agreement

On 24 July 2023, the Company and Investec entered into the Placing Agreement pursuant to which Investec agreed, subject to certain conditions, to use its reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing.

 

The Placing Agreement contains customary warranties and an indemnity from the Company in favour of Investec together with provisions which enable Investec to terminate the Placing in certain circumstances prior to Admission, including where any warranties are found to be untrue, inaccurate or misleading in any material respect or in the event of a material adverse change in the financial position or prospects of the Group in the context of the Placing or Admission.

 

The obligations of Investec under the Placing Agreement are conditional, inter alia, upon Admission occurring by 8.00 a.m. UK time on 26 July 2023 (or such later date as the Investec and the Company may agree).

 

The Placing Agreement provides for payment by the Company to Investec a fee payable on Admission.

 

The Company will bear all other expenses of, and incidental to, the Placing and Admission.

 

 

Enquiries:

 

Aferian plc

+44 (0)1954 234100

Mark Wells, Chairman

Donald McGarva, Chief Executive Officer

Mark Carlisle, Chief Financial Officer




Investec bank plc

+44 (0)20 7597 5970

David Anderson / Patrick Robb / Nick Prowting / Cameron MacRitchie




FTI Consulting (Financial communications)

+44 (0)20 3727 1000

Emma Hall / Tom Blundell / Aisha Hamilton / Matt Dixon


 

 

 

FORWARD LOOKING STATEMENTS

This announcement includes "forward‐looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward‐looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward‐looking statements. Such forward‐looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward‐looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward‐looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules.

 

US SECURITIES LAW

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ("RESTRICTED JURISDICTIONS").

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") WHO ALSO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY INVESTEC (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN ANY RESTRICTED JURISDICTION AND, IN PARTICULAR IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED JURISDICTION OR TO ANY NATIONAL RESIDENT OR CITIZEN OF A RESTRICTED JURISDICTION OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT.

 

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. ACCORDINGLY, THE PLACING SHARES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

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

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the Prospectus Regulation (including, with regards to the United Kingdom, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person.

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

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement (including the terms and conditions appended hereto) in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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

Investec Bank plc is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Investec Europe Limited (trading as Investec Europe), acting as agent on behalf of Investec Bank plc in certain jurisdictions in the EEA ("Investec Europe" and Investec Bank plc together, "Investec") is regulated in Ireland by the Central Bank of Ireland. Investec is acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild or the Placing or any other matters referred to in this Announcement.

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

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

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

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

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

UK PRODUCT GOVERNANCE REQUIREMENTS

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS OF CHAPTER 3 OF THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE "UK PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE UK PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH PLACING SHARES ARE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL PERMITTED DISTRIBUTION CHANNELS (THE "UK TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE UK TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE UK TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE UK TARGET MARKET ASSESSMENT, INVESTEC WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

FOR THE AVOIDANCE OF DOUBT, THE UK TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF CHAPTERS 9A OR 10A, RESPECTIVELY, OF THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES. EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

EU PRODUCT GOVERNANCE REQUIREMENTS

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE PLACING SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH PLACING SHARES ARE; (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS (AS DEFINED WITHIN THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE PLACING. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, IN ALL CIRCUMSTANCES INVESTEC WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES OR OTHERWISE WITH THE SPECIFIC APPROVAL OF THE COMPANY. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OF APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES. EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

 

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY INVESTEC, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" AS DEFINED IN THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK QUALIFIED INVESTORS") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY INVESTEC BANK PLC (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. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THIS ANNOUNCEMENT MUST SATIFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS DOCUMENT DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN ANY RESTRICTED JURISDICTION AND, IN PARTICULAR, IS NOT TO BE FORWARDED, DISTRIBUTED, MAILED OR OTHERWISE TRANSMITTED IN OR INTO A RESTRICTED JURISDICTION OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF A RESTRICTED JURISDICTION OR TO ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANISED UNDER THE LAWS THEREOF, OR TO ANY PERSONS IN ANY OTHER COUNTRY OUTSIDE THE UK, WHERE SUCH DISTRIBUTION, FORWARDING OR TRANSMISSION MAY LEAD TO A BREACH OF ANY LEGAL OR REGULATORY REQUIREMENT. NO ACTION HAS BEEN TAKEN BY INVESTEC, THE COMPANY NOR ANY OF THEIR RESPECTIVE AFFILIATES 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.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE, AND PERSONS NEEDING ADVICE SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER.

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. Accordingly, the Placing Shares may not be offered or sold directly or indirectly in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws. There will be no public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with Investec and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if Investec confirms to such Placee its allocation of Placing Shares.

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

In this Announcement, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given. Each Placee shall be deemed to have read and understood this Announcement (including these terms and conditions) in its entirety and to be making or accepting such commitment subject to the terms and conditions and to be providing the representations, warranties, indemnities, agreements and acknowledgments contained in this Announcement. 

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

Details of the Placing Agreement and the Placing Shares

Investec and the Company have entered into a Placing Agreement, under which Investec will, on the terms and subject to the conditions set out therein, undertake to use its reasonable endeavours to procure subscribers for the Placing Shares. It is expected that the Placing will raise up to £3.1m in gross proceeds. The Placing is not being underwritten by Investec or any other person.

It is expected that the Placing Shares will be issued on or around 26 July 2023. The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Investec will subscribe for ordinary shares and redeemable preference shares in Amino Guernsey 2 Limited (a Guernsey company) for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer by Investec to the Company of those ordinary shares and redeemable preference shares in Amino Guernsey 2 Limited that will be issued to Investec.

The proceeds raised through the Placing are intended to be used for general working capital purposes (including to pay the costs associated with the Placing).

The Placing Shares will trade on AIM under AFRN with ISIN GB00B013SN63.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Admission for the Placing Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on or around 26 July 2023 (the "Admission"). In any event, the latest date for Admission is 1 August 2023 (the "Long Stop Date").

Placing

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

Participation in, and principal terms of, the Placing are as follows:

1.    

Investec is arranging the Placing as agent for, and broker to, the Company.

2.    

The number of Placing Shares to be issued will be agreed between Investec and the Company following completion of a bookbuilding exercise by Investec (the "Bookbuild") following execution of a term sheet by the Company and Investec (the "Term Sheet"). Investec shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its absolute discretion following consultation with the Company, determine.

3.    

To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Investec. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company or at prices up to a price limit specified in its bid. Bids may be scaled down by Investec. Such bid will create an irrevocable legally binding contract between the Placee, Investec and the Company for the Placee to acquire such number of Placing Shares as is confirmed to the Placee by Investec pursuant to paragraphs 6 and 7 below (up to the maximum number specified by the Placee) at the Placing Price, and otherwise on the terms and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. Except with Investec's consent, such commitment will not be capable of variation or revocation.

4.    

The Bookbuild is expected to close no later than 8.00 a.m. on 25 July 2023 but may be closed earlier or later at the discretion of Investec. Investec may, in agreement with the Company, accept bids received after the Bookbuild has closed.

5.    

Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Investec. Investec is entitled to participate in the Placing as principal.

6.    

Following the close of the Bookbuild for the Placing each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by Investec and a trade confirmation or note will be dispatched as soon as possible thereafter.

7.    

Each Placee's allocation will, unless otherwise agreed between the Placee and Investec, be evidenced by a trade confirmation or note issued to each such Placee by Investec. Please note that the terms and conditions of this Announcement will be deemed to be incorporated in the legally binding contract that is formed when the Placee places its bid as referred to in paragraph 3 above and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Investec following consultation with the Company, will not be capable of variation or revocation from the time at which it is issued.

8.    

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

9.    

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

10.       

All obligations of Investec under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

11.       

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

12.       

To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither Investec nor any of its Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Investec and its Affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Investec nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Investec's conduct of the Placing or of such alternative method of effecting the Placing as Investec and the Company may determine.

Conditions of the Placing

Investec's obligations under the Placing Agreement in respect of, amongst other things, the Placing will be conditional on, inter alia:

1.    

Admission becoming effective not later than 8.00 a.m. on 26 July 2023 or such later date as may be agreed in writing between the Company and Investec, but in any event not later than 8.00 a.m. on the Long Stop Date;

2.    

the delivery by the Company to Investec of certain documents required under the Placing Agreement and all such documents remaining in full force and effect at all times up to and including Admission;

3.    

the Company having complied with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;

4.    

the Term Sheet having been executed by the Company and Investec;

5.    

the release of the Placing Results Announcement to a Regulatory Information Service as soon as reasonably practicable following the execution of the Term Sheet (and in any event by no later than 8.00 a.m. on 26 July 2023);

6.    

none of the warranties given in the Placing Agreement being untrue, inaccurate or misleading at any time between the date of the Placing Agreement and Admission and no matter having arisen prior to Admission which would render any of the warranties untrue or inaccurate or misleading in any respect if it was repeated as at Admission;

7.    

the allotment of the Placing Shares, conditional only upon admission of such Ordinary Shares to trading on AIM, in accordance with the Placing Agreement;

8.    

in the sole opinion of Investec (acting in good faith), prior to Admission, there not having occurred material adverse change in, or any development reasonably likely to give rise to a material adverse change in, the condition (financial, operational, legal or otherwise), results of operations, earnings, management, business or general affairs, solvency or prospects of the Group (taken as a whole), whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement (a "Material Adverse Change");

9.    

each of the Initial Subscription and Option Agreement and the Subscription and Transfer Agreement (in each case, as defined in the Placing Agreement) having been duly executed by all parties thereto and not having been terminated prior to Admission pursuant to the terms thereof; and

10.       

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

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Investec by the respective time or date where specified (or such later time or date as Investec may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Investec may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Investec, 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec.

Right to terminate the Placing Agreement

Investec is entitled to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission (in respect of the Placing):

                                                                                                                                                                                                                                                         Restart Numbering Applied

1.    

Investec considers that any of the warranties contained in the Placing Agreement was untrue, inaccurate or misleading and/or would be untrue, inaccurate or misleading if it were to be repeated at Admission or at any time prior to Admission by reference to the facts then subsisting which in any such case is material in the context of the Placing; or

2.    

Investec considers (acting in good faith), that a Material Adverse Change has occurred; or

3.    

there should occur one or more specified force majeure events (as detailed in the Placing Agreement).

If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Investec of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Investec and that Investec need not make any reference to Placees in this regard and that neither Investec nor any of its Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the EEA pursuant to the Prospectus Regulation or in the United Kingdom pursuant to the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), or any equivalent document in any other jurisdiction.

No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement, any business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person. Each Placee, by accepting a participation in the Placing, agrees and confirms that it has neither received nor relied on any other information representation, warranty or statement made by or on behalf of the Company or Investec or any other person and neither Investec, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Investec, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Investec are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Lock-up Arrangements

The Company has undertaken to Investec that, between the date of the Placing Agreement and 90 days after the date of Admission, it will not, without the prior written consent of Investec, offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or carrying rights to acquire other shares of the Company or enter into any derivative transaction that has the economic effect of such sale, transfer or disposition, whether settled in cash or otherwise, save for the allotment and issue of Ordinary Shares pursuant to the Placing or pursuant to any employee incentive share schemes or in satisfaction of the exercise of the existing warrants issued.

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

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the system administered by Euroclear UK & International Limited ("CREST"). Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Investec in accordance with the standing CREST settlement instructions which they have in place with Investec.

Settlement of transactions in the Placing Shares following Admission will take place within CREST provided that, subject to certain exceptions, Investec reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement of the Placing Shares will be on 26 July 2023 unless otherwise notified by Investec and Admission is expected to occur by 26 July 2023 or such later time as may be agreed between the Company and Investec, not being later than the Long Stop Date.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will have their allocation confirmed orally, or in writing (which can include email) and will be sent a note or electronic confirmation in accordance with paragraph 7 of the "Placing" paragraph above, stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec or its sub-agent and settlement instructions. Each Placee will be legally bound to do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Investec. It is expected that such note or electronic confirmation will be despatched on or around 24 July 2023 and that this will be the trade date.

The Company will deliver the Placing Shares to a CREST account operated by Investec or its sub-agent as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment being made to Investec. It is expected that settlement will be on 26 July 2023 on a T + 2 basis in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Investec.

Each Placee is deemed to agree that, if it does not comply with these obligations, Investec may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Investec's account and benefit (as principal), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Investec on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Investec such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Investec lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder. If a Placee fails to make payment for Placing Shares allocated to that Placee, Investec may assign its rights and powers under this Appendix against such defaulting Placee to Amino Guernsey 2 Limited without notice to the relevant Placee. The foregoing is without prejudice to any cause of action Investec may have against a defaulting Placee.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither Investec nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

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

                                                                                                                                                                                                                                                         Restart Numbering Applied

1.

that it has read and understood this Announcement in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements, undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

 

2.

it has not received and will not receive a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

 

a.     is required under the Prospectus Regulation, the UK Prospectus Regulation or other applicable law; and

b.     has been or will be prepared in connection with the Placing;

3.

that the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

 

4.

that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

 

5.

that the exercise by Investec of any right or discretion under the Placing Agreement shall be within the absolute discretion of Investec and Investec need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Investec or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

 

6.

that these terms and conditions represent the whole and only agreement between it, Investec and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, Investec nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

 

7.

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

 

8.

in the case of a Relevant Person in a member state of the EEA or the United Kingdom (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

 

 

                in the case of a member state of the EEA, it is an EEA Qualified Investor and, in the case of the United Kingdom, it is a UK Qualified Investor; and

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

                the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Investec has been given to the offer or resale; or
                where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or UK Prospectus Regulation (as relevant) as having been made to such persons;

 

1.

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

2.

that neither it nor, as the case may be, its clients expect Investec to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that Investec is not acting for it or its clients, and that Investec will not be responsible for providing the protections afforded to customers of Investec or for providing advice in respect of the transactions described herein;

3.

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

4.

that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;

5.

that neither Investec or the Company nor any of their respective Affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;

6.

that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;

7.

it understands that the Placing Shares have not been and will not be registered under the Securities Act or the securities laws of any state and accordingly may not be offered, sold, transferred or pledged unless the Placing Shares are duly registered under the Securities Act and all applicable state securities laws, or such offer or sale is made or pursuant to another exemption from registration under the Securities Act;

8.

if it is other than a natural person (i.e. a partnership, trust, corporation or other entity), it was not formed, availed of or reorganised for the principal or specific purpose, or as one of the principal or specific purposes, of investing in the Company;

9.

that it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

10.

that it is not a national or resident of Canada, Australia, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the securities commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, New Zealand, the Republic of South Africa or Japan;

11.

that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

12.

that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;

13.

that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Investec may in its discretion determine and without liability to such Placee;

14.

that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Investec or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

15.

that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;

16.

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

17.

that, unless otherwise agreed by Investec, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

18.

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 section 21(1) of FSMA does not require approval of the communication by an authorised person;

19.

that any money held in an account with Investec (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Investec (or its nominees) money in accordance with such client money rules and will be used by Investec in the course of its own business and each Placee will rank only as a general creditor of Investec;

20.

that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

21.

that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

22.

that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

23.

that it appoints irrevocably any director of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

24.

that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to Investec;

25.

that this Announcement does not constitute a securities recommendation or financial product advice and that neither Investec nor the Company has considered its particular objectives, financial situation and needs;

26.

that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

27.

that it will indemnify and hold the Company and Investec and its Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the Company and Investec will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Investec and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement are given to Investec for itself and on behalf of the Company and will survive completion of the Placing and Admission;

28.

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

29.

that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or Investec to provide any legal, financial, tax or other advice to it;

30.

that all dates and times in this document may be subject to amendment and that Investec shall notify it of such amendments;

31.

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

32.

that it will not make any offer to the public of those Placing Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation Rules Instrument 2019 (FCA 2019/80);

33.

that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

34.

that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Investec in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

35.

that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to Investec;

36.

that neither Investec nor the Company owe fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

37.

that Investec or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

38.

that it acknowledges and confirms that if it fails to make payment for Placing Shares allocated to it, Investec may assign its rights and powers under this Appendix against such defaulting Placee to the Company or Amino Guernsey 2 Limited without notice to the relevant Placee;

39.

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

40.

that if it has received any confidential price sensitive information concerning the Company in advance of receipt of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, Investec and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to Investec for themselves and on behalf of the Company and are irrevocable.

The provisions of this Announcement may be waived, varied or modified as regards specific Placees or on a general basis by Investec.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or Investec will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Investec in the event that any of the Company and/or Investec have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Investec accordingly.

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

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

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

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

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

Pursuant to the General Data Protection Regulation as implemented in the UK by the Data Protection Act 2018 ("GDPR") the Company and/or Investec, may hold personal data (as defined in the GDPR) relating to past and present shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used. The Company and/or Investec will only process such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data to the extent and in such manner as is necessary for the performance of their obligations under the contractual arrangements between them, including as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares; (c) provide personal data to such third parties as the Company and/or Investec may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the GDPR may require, including to third parties outside the EEA; and (d) without limitation, provide such personal data to their respective affiliates for processing, notwithstanding that any such party may be outside the EEA; and (e) process its personal data for the Company's and/or Investec's internal administration.

By becoming registered as a holder of Placing Shares, each Placee acknowledges and agrees that the processing by the Company and/or Investec of any personal data relating to it in the manner described above is undertaken for the purposes of: (a) performance of the contractual arrangements between them; and (b) to comply with applicable legal obligations. In providing the Company and/or Investec with information, it hereby represents and warrants to each of them that it has notified any data subject of the processing of their personal data (including the details set out above) by the Company and/or Investec and their respective affiliates and group companies, in relation to the holding of, and using, their personal data for the Purposes. Any individual whose personal information is held or processed by a data controller: (a) has the right to ask for a copy of their personal information held; (b) to ask for any inaccuracies to be corrected or for their personal information to be erased; (c) object to the ways in which their information is used, and ask for their information to stop being used or otherwise restricted; and (d) ask for their personal information to be sent to them or to a third party (as permitted by law). A data subject seeking to enforce these rights should contact the relevant data controller. Individuals also have the right to complain to the UK Information Commissioner's Office about how their personal information has been handled.

 


DEFINITIONS

Terms used in this Announcement shall have the following meanings:

 

"Admission"

means the admission of the Placing Shares to trading on AIM;

"Affiliates"

(in relation to a person) means, in accordance with Rule 405 of the Securities Act or Rule 501(b) of Regulation D, as applicable, a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified and (in relation to a company) means a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being;

"AIM"

means the Alternative Investment Market of the London Stock Exchange;

"Bookbuild"

a bookbuilding exercise to be completed by Investec in relation to the Placing;

"Company"

means Aferian plc;

"CREST"

means the system administered by Euroclear UK & International Limited;

"EEA"

means the European Economic Area;

EEA Qualified Investor

means qualified investors as defined in Article 2(e) of the Prospectus Regulation.

"Existing Ordinary Shares"

means the Ordinary Shares in issue as at the date of this Announcement;

"FSMA"

the Financial Services and Markets Act 2000;

"Group"

means the Company and its subsidiaries;

"Investec"

means Investec Bank plc, the Company's nominated adviser and broker, together with Investec Europe Limited (trading as Investec Europe), acting as agent on behalf of Investec Bank plc in certain jurisdictions in the EEA

"Long Stop Date"

means 1 August 2023;

"Ordinary Shares"

means the ordinary shares of £0.01 each in the capital of the Company;

"Placee"

means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given;

"Placing Agreement"

means the placing agreement entered into between the Company and Investec, certain terms of which are set out in this Announcement;

"Placing Price"

12 pence per Placing Share;

"Placing Shares"

means the Ordinary Shares to be placed with Placees pursuant to the terms of this Announcement;

"Placing Results Announcement"

means the regulatory announcement to be released via Regulatory Information Service in relation to the results of the Placing;

"Regulation S"

means Regulation S promulgated under the Securities Act;

"Relevant Person"

has the meaning given to it on the first page of the Appendix to this Announcement;

"Restricted Jurisdiction"

means any jurisdiction in which the offer, sale, resale or delivery of any equity securities of the Company would be unlawful; and

"Securities Act"

means the United States Securities Act of 1933, as amended.

 

 

 

 

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