Proposed Accelerated Bookbuild to raise up to £8m

RNS Number : 1393X

Driver Group plc

17 February 2017

 

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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DRIVER GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF DRIVER GROUP PLC.

This announcement contains inside information

Driver Group Plc

("Driver", the "Group" or the "Company")

Proposed Accelerated Bookbuild to raise up to £8 million

Driver Group plc (AIM: DRV) announces a proposed fundraising of up to £8 million by way of the conditional placing ("Placing") of up to 22,857,143 Placing Shares at a minimum price of 35 pence per share with existing and new institutional investors.

The Placing Shares represent up to approximately 71 per cent. of the current share capital of the Company and are being offered by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this announcement. N+1 Singer Advisory LLP ("N+1 Singer") will be acting as sole bookrunner in connection with the Bookbuild and the terms of the Bookbuild are included within this announcement. In addition to the Placing, Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares through an open offer to raise up to approximately £0.5 million, with the number of open offer shares to be determined following confirmation of the Issue Price.

The proposed Placing and Open Offer (together the "Fundraising") is subject to the passing of certain resolutions for which Shareholder approval will be sought at the general meeting of the Company, which is expected to be convened shortly by the posting to Shareholders of a circular containing notice of the meeting.  The circular will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

In support of the Company's proposals, the directors and David Webster (who stepped down from the board today and was replaced by John Horgan) have indicated their intention to participate in the Placing in respect of a total of up to 1,001,429 New Ordinary Shares.

A further announcement will be made on the closing of the Bookbuild which is expected later today.

Gordon Wilkinson, Chief Executive Officer, said:

"Further to the release of our preliminary results for FY16 this morning detailing our improved financial performance, the board is pleased to announce the proposed terms of the fundraising, having already received pleasing levels of indicated support from new and existing investors. The fundraising is intended to provide the necessary level of refinancing to normalise the capital structure of the business and provides a solid platform on which to effect the remainder of the board's recovery plan."

Enquiries:
Driver Group plc Gordon Wilkinson (CEO) Hugh Cawley (CFO)	[phone]
N+1 Singer (Nominated Adviser & Broker) Sandy Fraser James White Alex Laughton-Scott	[phone]

Additional Information on the Fundraising

Introduction

The Company proposes to raise approximately £8 million before expenses by means of a Placing with certain new and existing institutional and other investors of up to 22,857,143 New Ordinary Shares at a minimum price of 35 pence per share. In addition, in order to provide Qualifying Shareholders with the opportunity to subscribe for New Ordinary Shares, the Company has announced an Open Offer to raise up to approximately £500,000, with the number of Open Offer Shares to be determined following confirmation of the Issue Price. Shareholders subscribing for their full entitlement under the Open Offer may also apply for additional Open Offer Shares through the Excess Application Facility.

The minimum Issue Price of 35 pence represents a discount of approximately 25.5 per cent. to the Closing Price on 16 February 2017, being the last Business Day prior to the announcement of the Fundraising. Each of the Placing and Open Offer are conditional, inter alia, on the passing of the Resolutions at the General Meeting, Admission becoming effective by no later than 10 March 2017 (or such other time and/or date, being no later than 31 March 2017, as the Company and N+1 Singer may agree) and the Placing Agreement between the Company and N+1 Singer becoming unconditional and not being terminated prior to Admission (in accordance with its terms). It is expected that the New Ordinary Shares will be admitted to trading on AIM on or around 10 March 2017.

The Net Proceeds are intended to be used to reduce the outstanding borrowings of the Group. The Directors have, in parallel with arranging the Fundraising, agreed new debt facilities with the Group's bank, to expire in February 2020. The Directors believe that the debt reduction resulting from the Fundraising combined with the arrangement of new debt facilities creates an appropriate capital structure for the Group and provides the necessary financial flexibility to support the next phase of the Board's turnaround plan. The Board believes that raising equity finance by way of a placing and open offer is the most appropriate method of financing the Group at this time. This method allows existing institutional holders, new institutions and other investors to be targeted and to participate in the Fundraising. It also avoids the need for a prospectus to be prepared and issued, which is a costly and time consuming process, whilst permitting existing Shareholders to participate through the Open Offer.

Background to, and reasons for, the Fundraising

Background

From 2011 onwards, Driver embarked on a period of rapid growth, with revenues growing from £16 million to almost £60 million over this period. Initially, this strategy also delivered a substantial increase in Group profits, with PBET of almost £3.5 million recorded in each of the financial years 2013 and 2014. However, profitability waned in 2015 and, by the early months of the 2016 financial year, it was apparent that the Group was facing serious operational challenges. Gordon Wilkinson was appointed as CEO in March 2016 and Driver commenced a detailed review of all aspects of the business.

The review concluded that the previous growth strategy was flawed. For example, the international expansion of project management services in the Middle-East which commenced in November 2014 involved significant commercial risk, as the Company's roll-out strategy at that time involved the hiring of staff in anticipation of winning new contracts in order to tender credibly for new work. The revenues upon which the recruitment plan was predicated then largely failed to materialise.

Furthermore, the expansion of the Group's involvement in project management services in the UK through the acquisition of Initiate Consulting in 2014 created a perceived conflict of interest with Driver's core contract claims and dispute resolution business, resulting in slower growth in sales of higher margin dispute resolution services. This strategic penalty was not given sufficient weight by management at the time of the acquisition.

The expansion of the Company's operations overseas also had a negative impact on the working capital profile of the business, most notably in the form of a sharp increase in the capital tied up in receivables, especially in the Middle East.

The full extent of the challenges facing the Group became apparent to investors with the release of the 2016 interim results which showed an underlying loss before tax of £1.5 million and a statutory loss before tax of £3.4 million on revenues of £27.9 million.

Recognising the need for decisive action, the following steps were taken to reshape and refresh the Board and senior management team:

-     Hugh Cawley was appointed as Chief Financial Officer in late August 2016; and

-     Mark Wheeler was promoted to Group COO in September 2016, with the previous COO, AMEA Region and other members of the senior management team in the AMEA Region leaving the business.

Under Gordon Wilkinson's leadership, the new management team has taken corrective action to facilitate the turnaround of the Group's business and improve profitability. These measures include:

-     eliminating £1.3 million of annual central overheads;

-     reducing the number of underperforming fee earners;

-     re-engaging core fee earners to rebuild team morale;

-     implementing more rigorous contract planning and bidding controls; and

-     implementing tighter cash collection procedures to improve working capital.

Current plans

The corrective measures set out above were in part responsible for a substantial improvement in underlying business performance in the second half of the 2016 financial year. The preliminary results for the year were also announced on today and show a £2.6 million positive swing at the underlying PBT level (profit of £1.1 million in the second half versus loss of £1.5 million at the interim stage). However, the new management team has concluded that a more radical reshaping of the business has the potential to restore the high single digit operating margins which the Group has delivered regularly in the past and to facilitate the maximisation of shareholder value in the longer term.

The Board's intention is gradually to scale down Driver's non-core project management services through a combination of business disposals and a managed wind-down of the residual contract book. A significant element of the strategy will be the intended sale of the Group's UK project management activities, trading as Initiate and Driver Project Services, which the Board currently expects to conclude by the end of the financial year. Early stage discussions to review the Company's operations in South Africa are also underway with a rebalancing of the Group's activities planned in other regions, including the Middle East.

In conjunction with significantly reducing Driver's involvement in project management services, the Board intends to continue the selective expansion of existing offices both within Europe and further afield, in order to further strengthen Driver's position within its core contract claims, dispute resolution and expert witness services. Within the Far East, it is intended that Hong Kong and Singapore will become hubs able to service the wider region, including Korea, Vietnam, Cambodia, Indonesia, as well as Chinese businesses contracting outside mainland China. Finally, in the Middle East, plans are being implemented to grow the claims and disputes team in Oman.

Concerning new regions, the Board has identified South America and Eastern Europe as two areas of opportunity. South America is considered to be a potentially lucrative market, particularly in the oil & gas sectors, given the forecast levels of spend. However, the Group's intention is to minimise the incremental operating costs and financial risk associated with expansion in the region, initially by targeting major assignments from its established contractor and legal services client network and by using existing European-based account management teams as its primary service-delivery mechanism. Discussions are already underway with a view to establishing a team in Eastern Europe to serve the local market and potentially to help to address the German market at lower cost. Finally, the Group is targeting new areas of expertise, widening the offering of expert witnesses to include sectors such as IT, aerospace, shipping and forensic accounting via the recruitment of small, specialist teams.

Rationale for the Fundraising and use of funds

Current position and utilisation of existing facilities

The Group currently has existing debt facilities totalling £12 million, comprising a £10 million core facility with a top-up revolving credit facility of £2 million, expiring in April 2017, which is used as and when required depending on the timing of intra-month cash flows. Given the asset-light nature of Driver's business, the Board considers the current capital structure to be inappropriate and to represent a potential risk to delivery of the recovery plan, not least because it necessitates a rigid focus on short term cash management.

Furthermore, the Board's recovery plan is currently only part-implemented and still carries execution risk with operational issues within sub-scale and problematic business units still to be addressed. Specifically, delivering the Group's strategic objectives in the Republic of South Africa and in the Middle East carry particular operational challenges.

A restructuring of the Company's balance sheet is therefore proposed to accelerate the delivery of the next phase of the strategic plan and to enable Driver to capitalise on growth opportunities within its core business.

Importance of the shareholder vote

The Company is proposing the Placing conditionally to raise up to approximately £8.0 million before expenses with up to a further approximately  £0.5 million to be raised by way of an Open Offer to existing Shareholders at the Issue Price, alongside new term debt facilities of an initial £8.0 million, comprising a £5.0 million term debt facility and a revolving credit facility of a further £3.0 million, which will become effective and drawable upon completion of the Placing. As noted above, the Group's existing top-up facility of £2.0 million is due to expire in April 2017 and is regularly drawn upon by Driver in order to meet its day-to-day trading commitments. Accordingly, should the Fundraising fail to be approved by Shareholders at the General Meeting (or not proceed for any other reason) the Company would be obliged to enter into negotiations with its bankers for the extension of its existing facilities or the arrangement of new facilities either with its existing bank or with a new lender(s). Whilst the Directors are confident that its existing bankers would engage in constructive negotiations following a request for a facility extension or renewal, there is nonetheless no guarantee that the Company would be able to arrange suitable alternative bank financing prior to expiry of the existing facilities, nor that alternative facilities would be available on financially attractive terms or at all. In view of the inherent uncertainty around the alternative courses of action available to them in the event that the Fundraising does not proceed, the Directors strongly recommend that Shareholders vote in favour of the necessary resolutions to implement the Fundraising.

Current trading

The Board also announced today the unaudited preliminary financial results of the Group for the year ended 30 September 2016. Group profit at the underlying PBT level was in line with recent market expectations at a loss of £425,000. As noted above, those results show a £2.6 million positive swing in the Underlying Profit Before Tax ("UPBT") measure (a profit of £1.1 million in the second half versus loss of £1.5 million at the interim stage), in part reflecting the actions taken by the new management team to reduce the Group's overhead base and to stabilise trading performance. Unaudited management accounts for the first four months of FY17 demonstrate a continued positive trend in line with management expectations. In that period, revenue increased by £3.1 million (17.4 per cent.) versus the same period in the previous year to £21.2 million, substantially owing to underlying growth in Driver's core contract claims management, dispute resolution and expert witness services. There was also, most importantly, a positive swing of some £1.1 million in UPBT versus the equivalent period in FY16.

New banking facilities

In conjunction with arranging the Fundraising, the Board has agreed new debt facilities of an initial £8.0 million in aggregate with the Group's bank, to expire in February 2020.

The Facilities, which will become effective and drawable upon the Placing becoming unconditional, comprise a three year term loan facility of £5 million and a revolving credit facility of £3 million, an overdraft facility of £100, a forward exchange and currency options facility of US$6.5 million and a facility for engagements including bank guarantees of £600,000. The new facilities will bear interest at a floating annual rate equivalent to 2.1 per cent. over LIBOR. The Facilities contain an interest cover covenant and a gearing covenant, tested quarterly starting September 2017, the levels of which were set against a set of downside projections prepared by the Group, with at least 20 per cent. headroom allowed in addition.

Scheduled repayment of the Facilities will begin in June 2018 at a rate of £250,000 per quarter. Under certain circumstances, if the Group outperforms expectations, additional repayments may be due under a cash sweep.  As is the case with the current banking arrangements, proceeds from asset and business disposals (including from a sale of Initiate and Driver Project Services) must be used to repay the Facilities. Over time, if the Group reduces the level of Facilities sufficiently via certain business or asset disposals then the scheduled repayments required will reduce to £125,000 per quarter and the cash sweep will not apply.

Board composition

The Company also announces that John Horgan has been appointed to the Board as a non-executive director and will replace David Webster who has stepped down from the Board with immediate effect.

John is a civil engineer who built Cameron Taylor Limited, an engineering consultancy specialising in the UK property sector, over 30 years before selling the business to Scott Wilson Group plc in December 2006.  He was subsequently appointed Group Managing Director for International Regions at Scott Wilson Group responsible for 4,500 staff from Australia, Asia Pacific, India, Middle East and continental Europe. After URS Corporation purchased Scott Wilson Group in 2010, he became Managing Director of the whole EMEA and India business in 2012 and, following the acquisition of URS Corporation by AECOM in 2014, John became deputy CEO for EMEA and India until the end of 2015. John remains a non-executive director of AECOM EMEA.

Information on the Fundraising

In connection with the Fundraising, the Company has entered into the Placing Agreement with N+1 Singer, pursuant to which N+1 Singer has agreed to use reasonable endeavours, as agent for the Company, to procure placees for the Placing Shares at the Issue Price. The Fundraising is conditional, inter alia, on:

·      the passing of the Resolutions at the General Meeting;

·      the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

·      Admission becoming effective by no later than 10 March 2017 (or such later time and/or date, being no later than 31 March 2017, as the Company and N+1 Singer may agree).

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Fundraising will not proceed and any Basic Entitlements and Excess Entitlements admitted to CREST as part of the Open Offer will thereafter be disabled.

The Placing Agreement contains provisions entitling N+1 Singer to terminate the Placing Agreement at any time prior to Admission in certain circumstances that are customary for an agreement of this nature, including circumstances where any of the warranties given by the Company are found not to be true or accurate or were misleading and which in any such case is material in the context of the Fundraising, or the occurrence of certain force majeure events. If this right is exercised, the Fundraising will not proceed. The Fundraising has not been underwritten by N+1 Singer or any other party.

The Placing Agreement contains customary warranties given by the Company to N+1 Singer in connection with the Company and its business and a customary indemnity given by the Company to N+1 Singer in respect of liabilities arising out of or in connection with the Fundraising.

General Meeting

The Circular will contain a notice convening the General Meeting to be held at 2.00 p.m. on 9 March 2017, at which the Resolutions will be proposed.

Irrevocable Undertakings

The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial holdings of 708,753 Ordinary Shares, in aggregate, representing approximately 2.2 per cent. of the Existing Ordinary Shares.

Recommendation and voting intentions

The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. Each of the Directors, who is also a Shareholder, being Gordon Wilkinson, Hugh Cawley, Steve Norris and Colin Davies has irrevocably undertaken to vote in favour of the Resolutions in respect of, in aggregate, 708,753 Existing Ordinary Shares, representing approximately 2.2 per cent. of the Existing Ordinary Shares.

Market Soundings

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

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

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

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

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

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

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

No action has been taken by the Company, Nplus1 Singer Advisory LLP ("N+1 Singer") or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. 

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

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

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

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

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

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

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

1                 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;

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

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

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

2.2.1          the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer has been given to the offer or resale; or

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

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

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

5                 except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

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

Each Placee, by participating in the Placing, agrees that the content of the Publicly Available Information is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of N+1 Singer, the Company or any other person and none of N+1 Singer, the Company or any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing and/or the Bookbuilding Process based on any other information, representation, warranty or statement.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

N+1 Singer has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, N+1 Singer as agent, broker and bookrunner for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.  The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

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

Bookbuilding Process

N+1 Singer will today commence the Bookbuilding Process to determine demand for participation in the Placing by Placees and the price at which the Placing Shares are to be issued. This Appendix 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.

N+1 Singer and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, in their sole discretion, determine. The book will open with immediate effect.

Open Offer

The Company is also separately making an Open Offer of such number of Ordinary Shares as will be set out in the Circular.

Application for admission to trading

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

Subject to, amongst other things, the Placing Agreement becoming unconditional and not being terminated in accordance with its terms, it is expected that Admission will take place no later than 8.00 a.m. on 10 March 2017 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Bookbuilding Process and Placing

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

2                 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by N+1 Singer to participate.  N+1 Singer and any of its respective affiliates are entitled to enter bids in the Bookbuilding Process.

3                 The Issue Price is expected to be at least 35 pence and is payable to N+1 Singer by all Placees.

4                 The Bookbuilding Process will establish the number of Placing Shares to be issued by the Company and the price at which such shares will be issued (the "Issue Price"), which will be payable by all Placees whose bids are successful. The number of Placing Shares to be issued and the Issue Price will be announced through the Results Press Announcement following the completion of the Bookbuilding Process.

5                 To bid in the Bookbuilding Process, Placees should communicate their bid by telephone to their usual sales contact at N+1 Singer. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Issue Price which is ultimately established by the Company and N+1 Singer or at prices up to a price limit specified in the bid. Bids may be scaled down by N+1 Singer on the basis referred to in paragraph 10 below. N+1 Singer is arranging the Placing as agent for the Company.

6                 The Bookbuilding Process is expected to close no later than 5.00 p.m. on today's date but may close earlier or later at the discretion of N+1 Singer. N+1 Singer may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

7                 Each Placee's allocation is determined by N+1 Singer in its discretion following consultation with the Company and will be confirmed orally by N+1 Singer as soon as practicable following the close of the Bookbuilding Process. That oral confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of N+1 Singer and the Company, under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with N+1 Singer's written consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

8                 The Company will release the Results Press Announcement following the close of the Bookbuilding Process, detailing the aggregate number of Placing Shares to be issued and the Issue Price.

9                 Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by N+1 Singer. The terms of this Appendix will be deemed incorporated in that form of confirmation.

10              N+1 Singer may choose to accept bids, either in whole or in part, on the basis of allocations determined at N+1 Singer's discretion and may scale down any bids for this purpose on such basis as it may determine or be directed. N+1 Singer may also, notwithstanding paragraphs 6 to 8 above, (a) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (b) allocate Placing Shares after the Bookbuilding Process has closed to any person submitting a bid after that time.

11              A bid in the Bookbuilding Process will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with N+1 Singer's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the sum which results from multiplying the Issue Price by the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

13              All obligations of N+1 Singer under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

15              To the fullest extent permissible by law and applicable FCA rules, none of (a) N+1 Singer, (b) any of N+1 Singer's affiliates, agents, directors, officers, consultants, (c) to the extent not contained within (a) or (b), any person connected with N+1 Singer as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of N+1 Singer) and (d) any person acting on N+1 Singer's behalf, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither N+1 Singer nor any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of its conduct of the Placing or the Bookbuilding Process or of such alternative method of effecting the Placing as N+1 Singer and the Company may agree.

16              The allotment of the Placing Shares will require the passing of the Resolutions at the General Meeting. If passed, the Resolutions will grant authorities to Directors to allot further shares for cash on a non pre-emptive basis. Allotment of the Placing Shares will take place as soon as practicable following the General Meeting, conditional on Admission.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by N+1 Singer, as soon as it is able which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to N+1 Singer.

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 N+1 Singer in accordance with either the standing CREST or certificated settlement instructions which they have in place with N+1 Singer or otherwise as N+1 Singer may direct.

Settlement of transactions in the Placing Shares (ISIN: GB00B0L9C092) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to take place on 10 March 2017 unless otherwise notified by N+1 Singer and Admission is expected to occur no later than 8.00 a.m. on 10 March 2017 unless otherwise notified by N+1 Singer. Admission and settlement may occur at an earlier date, which if achievable, will be notified through a Regulatory Information Service. Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and N+1 Singer may agree that the Placing Shares should be issued in certificated form.  N+1 Singer reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by N+1 Singer.

Each Placee is deemed to agree that if it does not comply with these obligations, N+1 Singer may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for N+1 Singer's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional 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 United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of N+1 Singer under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a)              the passing of the Resolutions at the General Meeting (without any amendment which has not been previously approved by N+1 Singer);

(b)              the warranties on the part of the Company contained in the Placing Agreement being true, accurate and not misleading at all times before Admission, by reference to the facts then subsisting in each case in a way that is material in the context of the Placing and Admission;

(c)              N+1 Singer's obligations under the Placing Agreement not being terminated in accordance with its terms;

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

(e)              the publication of the Results Press Announcement through a Regulatory Information Service;

(f)               an electronic copy of the Circular being submitted to the London Stock Exchange as required by Rule 20 of the AIM Rules by no later than 5.00 p.m. on 20 February 2017;

(g)              the Company procuring that a Circular and Form of Proxy are sent to each Qualifying Shareholder and a Circular and Form of Proxy is sent to Overseas Shareholders who have notified an address in the United Kingdom for the service of documents in accordance with the articles of association and an Application Form is sent to each Qualifying non-CREST Shareholder, in each case by no later than 20 February 2017;

(h)              the Open Offer Entitlements being admitted as a participating security (as defined in the CREST Regulations) to CREST; the Open Offer Entitlements being credited to the CREST stock accounts of Qualifying CREST Shareholders in the proportions set out in the Circular; and the Open Offer Entitlements becoming enabled for settlement within CREST, in each case by not later than the Business Day following the date of posting of the Circular; and

(i)               Admission occurring by not later than 8.00 a.m. on 10 March 2017 (or such later date as the Company and N+1 Singer may agree in writing, in any event being not later than 8.30 a.m. on 31 March 2017),

(all conditions to the obligations of N+1 Singer included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and N+1 Singer may agree, provided that the time for satisfaction of the condition set out in (j) above shall not be extended beyond 8.30 a.m. on 31 March 2017), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

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

Certain conditions may be waived in whole or in part by N+1 Singer, in its absolute discretion by notice in writing to the Company and N+1 Singer may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

N+1 Singer may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither N+1 Singer, the Company nor any of their respective affiliates, agents, directors, officers, employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer.

Termination of the Placing

N+1 Singer may terminate the Placing Agreement, in accordance with its terms, at any time prior to Admission if, inter alia:

1                 in the opinion of N+1 Singer (acting in good faith), any of the warranties are not true and accurate, or have become misleading, in a way that is material in the context of the Placing and Admission; or

2                 in the opinion of N+1 Singer (acting in good faith), the Company has failed to comply with its obligations under the Placing Agreement, and that failure is material in the context of the Placing and Admission; or

3                 there has occurred a force majeure event, or any material adverse change has occurred in the operations, the condition, prospects, management, financial position, business or general affairs of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of N+1 Singer (acting in good faith), will or is likely to be materially prejudicial to the Placing or Admission or to the subscription for Placing Shares by Placees.

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

By participating in the Placing and the Bookbuilding Process, each Placee agrees with the Company and N+1 Singer that the exercise by the Company or N+1 Singer of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or N+1 Singer (as the case may be) and that neither of the Company nor N+1 Singer need make any reference to such Placee and that neither N+1 Singer, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing and the Bookbuilding Process, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by N+1 Singer of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) to N+1 Singer and the Company that (save where N+1 Singer expressly agrees in writing to the contrary):

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

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

3                 the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively, 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                 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 N+1 Singer, 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 Publicly Available Information; nor has it requested neither of N+1 Singer nor the Company nor 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;

5                 none of N+1 Singer, any person acting on its behalf or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6                 (a) the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) neither N+1 Singer nor 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 the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that N+1 Singer or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7                 the content of the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither N+1 Singer nor any person acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Publicly Available Information or otherwise.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

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

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

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

9.2             has fully observed such laws and regulations;

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

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

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

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

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

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

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

15              neither N+1 Singer, its affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of N+1 Singer and N+1 Singer has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

16              it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to N+1 Singer for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as N+1 Singer may, in its absolute discretion determine, without any liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

17              its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire or subscribe for, and that it may be called upon to acquire or subscribe for a lower number of Placing Shares (if any), but in no event more than the afore-mentioned maximum;

18              no action has been or will be taken by any of the Company, N+1 Singer or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

19              the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be.  Neither N+1 Singer nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and N+1 Singer in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of N+1 Singer or transferred to a CREST stock account of N+1 Singer who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

20              it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and N+1 Singer for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

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

22              it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) (a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

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

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

25              it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

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

27              if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of N+1 Singer has been given to the offer or resale;

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

29              acknowledges and accepts that N+1 Singer may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account for the purpose of hedging its underwriting exposure or otherwise and, except as required by applicable law or regulation, N+1 Singer will not make any public disclosure in relation to such transactions;

30              N+1 Singer and each of its affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by N+1 Singer and/or any of its respective affiliates, acting as an investor for its or their own account(s). Neither N+1 Singer nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

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

32              it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the EU Market Abuse Regulation No. 596 of 2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

33              in order to ensure compliance with the Money Laundering Regulations 2007, N+1 Singer (for itself and as agent on behalf of the Company) or the Company's Registrars may, in their absolute discretion, require verification of its identity. Pending the provision to N+1 Singer's or the Company's Registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at N+1 Singer's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at N+1 Singer's or the Company's Registrars, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity N+1 Singer's (for itself and as agent on behalf of the Company) or the Company's Registrars have not received evidence satisfactory to them, N+1 Singer and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

34              acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or N+1 Singer's conduct of the Placing and/or the Bookbuilding Process;

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

36              it irrevocably appoints any duly authorised officer of N+1 Singer as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

37              the Company, N+1 Singer and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to N+1 Singer, on its own behalf and on behalf of the Company and are irrevocable;

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

39              all representations, warranties, acknowledgements, undertakings and agreements which have been given pursuant to this Announcement (including this Appendix) shall survive the transaction and the delivery of the Placing Shares;

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

41              any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to N+1 Singer;

42              the Placing Shares will be issued subject to the terms and conditions of this Announcement; and

43              these terms and conditions in this Announcement and all documents into which this Announcement is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or N+1 Singer in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by N+1 Singer, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor N+1 Singer shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify N+1 Singer accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and N+1 Singer in the event that either the Company and/or N+1 Singer has incurred any such liability to such taxes or duties.

Each Placee and any person acting on behalf of the Placee acknowledges that N+1 Singer does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

When a Placee or any person acting on behalf of the Placee is dealing with N+1 Singer, any money held in an account with N+1 Singer on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA.  Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from N+1 Singer's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

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

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

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

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

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

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

Definitions

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

"Admission"	the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	this Announcement (including the Appendix and information contained therein)
"Application Form"	the personalised application form which will accompany the Circular on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer
"Business Day"	any day on which banks are usually open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday
"Bookbuilding Process"	the process to be carried out by N+1 Singer in seeking to procure Placees for the Placing Shares
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (that is, not in CREST)
"Circular"	the circular to be issued by the Company to Shareholders including, inter alia, details of the Placing and details and terms of the Open Offer, and attaching the Form of Proxy and, to Qualifying Non-CREST Shareholders (other than certain overseas Qualifying Non-CREST Shareholders), the Application Form
"Company" or "Driver"	Driver Group plc, a public limited company incorporated in England and Wales with registered number 3475146
"Company's Registrars"	Neville Registrars Limited
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from time to time)
"Directors"	the directors of the Company from time to time
"Existing Ordinary Shares"	the issued share capital of the Company as at the date of this Announcement, being 32,127,206 Ordinary Shares
"Facilities"	the new banking facilities of the Group, which are conditional on the Placing becoming unconditional, as more particularly described in paragraph 5 of Part I of this document
"FCA"	the United Kingdom Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
"Form of Proxy"	the form of proxy for use by Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Placing and the Open Offer
"General Meeting"	the general meeting of the Company to be held at 2.00 p.m. on 9 March 2017 at the offices of Driver Group plc at 110 Cannon Street, London EC4N 6EU, notice of which will be contained in the Circular or any reconvened meeting following any adjournment of the general meeting
"Group"	the Company and its subsidiaries and subsidiary undertakings from time to time including, where the context requires, any one or more of such companies
"Issue Price"	the price per New Ordinary Share as established by the Bookbuild Process, which will be a minimum of 35 pence per share
"London Stock Exchange"	London Stock Exchange plc
"N+1 Singer"	Nplus1 Singer Advisory LLP and, where the context allows, its affiliates, the Company's nominated adviser, broker and bookrunner, which is incorporated as a limited liability partnership in England and Wales with registered number OC364131
"New Ordinary Shares"	the Ordinary Shares to be issued in connection with the Placing and Open Offer
"Net Proceeds"	the estimated net proceeds from the issue of the New Ordinary Shares after the deduction of the Estimated Expenses from the Gross Proceeds
"Notice" or "Notice of General Meeting"	the notice of the General Meeting to be contained in the Circular
"Open Offer"	the conditional invitation to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular and, in the case of Qualifying Non-CREST Shareholders only, the Application Form
"Open Offer Entitlements"	an entitlement to apply to subscribe for Open Offer Shares, allocated to Qualifying Shareholders pursuant to the Open Offer
"Open Offer Shares"	such number of new Ordinary Shares as will be set out in the Circular, to be offered to Qualifying Shareholders
"Ordinary Shares"	the ordinary shares of 0.4 pence each in the capital of the Company and "Ordinary Share" is to be construed accordingly
"Overseas Shareholders"	Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside of the United Kingdom
"Placee"	any person that has conditionally agreed to subscribe for Placing Shares
"Placing"	the conditional placing, by N+1 Singer, as agent of and on behalf of Driver, of the Placing Shares on behalf of the Company on the terms and subject to the conditions contained in the Placing Agreement
"Placing Agreement"	the conditional placing agreement dated 17 February 2017 between Driver and N+1 Singer relating to the Placing and the Open Offer
"Placing Shares"	up to 22,857,143 New Ordinary Shares to be issued to Placees pursuant to the Placing
"Prospectus Directive"	directive 2003/71/EC on the requirements for a prospectus to be published when securities are offered to the public or admitted to trading
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in uncertificated form in CREST at the Record Date
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Ordinary Shares in certificated form at the Record Date
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of Driver at the Record Date with the exclusion of Overseas Shareholders with a registered address or who are resident in any Restricted Jurisdiction
"Record Date"	5.30 p.m. on 16 February 2017
"Resolutions"	the resolutions to be proposed at the General Meeting, to be set out in the Notice of General Meeting
"Restricted Jurisdiction"	each and any of the United States, Australia, Canada, the Republic of South Africa, Japan any other jurisdiction where the extension or the availability of the Open Offer would breach any applicable law
"Results Press Announcement"	the announcement to be released by the Company following the close of the Bookbuilding Process, detailing the aggregate number of Placing Shares to be issued and the Issue Price
"RIS" or "Regulatory Information Service"	a regulatory information service that is approved by the London Stock Exchange for the release of AIM announcements and is on the list of regulatory information services maintained by the London Stock Exchange
"Securities Act"	the US Securities Act of 1933 (as amended)
"Shareholders"	holders of Ordinary Shares
"uncertificated" or "in uncertificated form"	a shareholding which is recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America
"£", "Pounds Sterling" or "Pence"	the lawful currency of the United Kingdom

 

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