Placing and Open Offer

RNS Number : 8579W

Hornby PLC

17 November 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA NOR WILL THEY QUALIFY FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, NOR HAS ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA.

THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT FOR THE PURPOSES OF THE PROSPECTUS RULES AND HAS NOT BEEN, AND WILL NOT BE, APPROVED BY, OR FILED WITH, THE FINANCIAL CONDUCT AUTHORITY. IT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF ANY OFFER OF OR INVITATION TO BUY OR SUBSCRIBE FOR, ANY SECURITIES, NOR SHALL IT (OR ANY PART OF IT), OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE APPLICABLE SECURITIES LAWS IN SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING ANY SECURITIES. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS ON THE INFORMATION IN THE CIRCULAR TO BE PUBLSIHED BY THE COMPANY AND ANY SUPPLEMENT THERETO.

Hornby PLC

("Hornby", the "Company")

Placing and Open Offer of 40,677,968 New Ordinary Shares to raise £12.0 million

and

Acquisition of 49 per cent. of LCD Enterprises Limited

and

Notice of General Meeting

Hornby PLC, the international models and collectibles group, is pleased to announce that it proposes to raise, in aggregate, approximately £12.0 million (before expenses) through the issue of up to 40,677,968 New Ordinary Shares at an issue price of 29.5 pence per New Ordinary Share, pursuant to a Placing and Open Offer.

The Placing is being conducted through an accelerated book building process (the "Accelerated Book Build") which will be launched immediately following the release of this announcement (the "Announcement") and which is expected to close no later than 4.00 pm (GMT) today. Liberum Capital Limited ("Liberum Capital") is acting as sole bookrunner in relation to the Placing and Open Offer.

The Company also announces that it has entered into an agreement to acquire a 49 per cent. stake in LCD Enterprises, the holding company for the Oxford Diecast Group, for a cash consideration of £1.6 million.

Highlights

The Placing and Open Offer

· Approximately £12.0 million to be raised via a proposed Placing and Open Offer at an issue price of 29.5 pence per New Ordinary Share

· Placing comprising:

o Firm Placing element of up to 33,898,306 New Ordinary Shares to raise approximately £10.0 million

o Conditional Placing element of up to a further 6,779,662 New Ordinary Shares to raise up to approximately £2.0 million, subject to clawback by Shareholders, dependent upon the take-up of the Open Offer by Qualifying Shareholders

· Open Offer of up to 6,779,662 New Ordinary Shares to raise up to approximately £2.0 million which is expected to be made on the basis that:

o Qualifying Shareholders may subscribe for 1 Open Offer Share for every 12.476020780977 Existing Ordinary Shares held

o Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement under an Excess Application Facility

· The Issue Price of 29.5 pence per New Ordinary Share is equal to the Closing Price per Existing Ordinary Share on 16 November 2017 (being the latest practicable date prior to publication of this Announcement)

· Gross proceeds of the Placing and Open Offer expected to be utilised as follows:

£1.6 million	to fund the Acquisition consideration;
£1.1 million	to reinvigorate the Group's key brands through additional capital expenditure;
£2.4 million	to fund expected restructuring costs (including £0.5 million of expected costs of the Placing and Open Offer, the Acquisition and the Amendment and Restatement);
£3.2 million	to reduce the Group's net debt under the Existing Bank Facility; and
£3.7 million	to provide working capital to support appropriate product pricing.

· Funds raised will be used to implement a new Group strategy, fund the consideration for the Acquisition, strengthen the Company's balance sheet and reduce its net debt under the Existing Bank Facility

· Following Admission, the Board intends to put in place appropriate incentive arrangements for the executive team of the Group, in order to align their interests with those of Shareholders'

The Acquisition

· Hornby to acquire a 49 per cent. interest in LCD Enterprises, the holding company of the Oxford Diecast Group, for a cash consideration of £1.6 million. The Acquisition is conditional on Shareholder approval

· Oxford Diecast Group owns a portfolio of brands that the Board believes will be complimentary to Hornby's existing brand portfolio and the opportunities exist for the two businesses to work collaboratively together to add scale to the Oxford Diecast Group's business

· Given Lyndon Davies' appointment as Chief Executive Officer of the Company, the Board is keen to ensure that the interests of both the Company and LCD Enterprises are aligned and the Acquisition provides an opportunity to achieve this

Bank Facility

· The Company has entered into an amendment and restatement to the Existing Banking Facility with Barclays, conditional on Admission, in order to align the financial covenants with the revised strategy for the Group

· Facility to reduce to £6.0 million following Admission with a further reduction to £5.0 million on 1 July 2018

David Adams, Interim Chairman said,

"With new management in place and an exciting new strategy to execute, the board of Hornby is seeking new funds to support the next stage of its development. Lyndon Davies and his team has identified the need for further investment in the Company's brands. This will come in the form of direct capital expenditure and the acquisition of the stake in LCD Enterprises. I am confident that both will have a positive impact on the Company's offer to customers. The new funds will also strengthen the balance sheet, allowing Hornby to fully exploit the benefits of its investment."

The Accelerated Book Build

The Placing is being conducted by way of an Accelerated Book Build led by Liberum Capital as sole bookrunner.

Completion of the Placing and Open Offer will be conditional upon, inter alia, the approval by Shareholders at the General Meeting of the Resolutions and Admission occurring.

Accordingly, the Company expects to publish a circular (the "Circular") in connection with the Placing and Open Offer shortly following the successful closure of the Accelerated Book Build, in order to convene the General Meeting to approve certain matters necessary to implement the Placing and Open Offer and the Acquisition (the "Resolutions"). Full details of the non-underwritten Open Offer, to be undertaken at the Issue Price, will also be included in the Circular.

The Company has today entered into the Placing and Open Offer Agreement with Liberum Capital which contains customary terms and conditions, as fully described in the Circular. Pursuant to the Placing and Open Offer Agreement, Liberum Capital has conditionally agreed, as agent for the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.

Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this Announcement (which forms part of this Announcement).

The books for the Accelerated Book Build will open with immediate effect. The books are expected to close no later than 4.00 pm (London) today. The timing of the closing of the books and the making of allocations may be accelerated or delayed at Liberum Capital's sole discretion. The Appendix to this Announcement contains the detailed terms and conditions of the Placing and basis on which investors may participate in the Accelerated Book Build. The Placing is not being underwritten by Liberum Capital. Details of the number of Placing Shares conditionally placed with institutional and other investors pursuant to the Placing and gross proceeds will be announced as soon as practicable after the close of the Accelerated Book Build.

Qualifying investors who are invited, and who choose, to participate in the Accelerated Book Build by making an oral and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

The Placing Shares will be issued credited as fully paid and will rank pari passu 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 such shares after the date of their issue.

Circular and Notice of General Meeting

The Company expects to publish a circular (the "Circular") later today in connection with the Placing and Open Offer and the Acquisition, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Placing and Open Offer and the Acquisition. The Circular will be posted to Shareholders later today and a copy will be made available on the Company's website www.hornby.plc.uk.

The General Meeting is expected to be convened for 9.00 a.m. on 5 December 2017 and will take place at the offices of the Company's solicitors, Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW. The actions that Shareholders should take to vote on the Resolutions and/or apply for Open Offer Shares will be set out in the Circular, along with the recommendations of the Independent Directors and the Acquisition Independent Directors.

Admission

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and trading will commence in the New Ordinary Shares at 8.00 a.m. on 7 December 2017. Following Admission the Company's issued ordinary share capital will comprise 125,261,172 Ordinary Shares. From Admission, the figure of 125,261,172 may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Further details of the Placing and Open Offer and the Acquisition can be found below.

Defined terms used in this Announcement will have the meaning (unless the context otherwise requires) as set out in this Announcement and in the Circular to be posted to Shareholders today, which will be available on the Company's website www.hornby.plc.uk.

The information contained within this Announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

- ends -

For further information contact:
Hornby PLC Lyndon Davies, CEO David Mulligan, CFO	01843 233500
Liberum Capital Limited Neil Elliot Neil Patel Ben Roberts	020 3100 2222
Capital Access Group Scott Fulton	020 3763 3400

IMPORTANT INFORMATION

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's 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 the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly 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.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Announcement has been issued by and is the sole responsibility of 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 Liberum Capital Limited or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum Capital Limited that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum Capital Limited to inform themselves about, and to observe such restrictions.

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

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

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.

FURTHER DETAILS OF THE PLACING AND OPEN OFFER, ACQUISITION AND NOTICE OF GENERAL MEETING

1 Introduction

1.1 The Company is pleased to announce that it has entered into the Acquisition Agreement, pursuant to which terms the Company has agreed to acquire a 49 per cent. stake in LCD Enterprises, for £1.6 million in cash. LCD Enterprises is a private limited company wholly owned by the Company's Chief Executive Officer, Lyndon Davies, and his wife, Catherine Davies. LCD Enterprises holds majority interests in the Oxford Diecast Group, which supplies diecast model vehicles and railway products to the collector, gift and hobby markets in the UK, Hong Kong and North America. The terms of the Acquisition also entitle the Company, in certain circumstances, to acquire the outstanding 51 per cent. of LCD Enterprises or to sell its 49 per cent. stake back to the Seller. Further information in relation to the Oxford Diecast Group and the terms of the Acquisition Agreement are set out below at paragraphs 2.11 and 7 respectively.

1.2 To finance the Acquisition, provide sufficient funds to reduce the net debt drawn down under the Existing Bank Facility and provide working capital to the Group, the Board also announces, that it intends to raise, in aggregate, approximately £12.0 million (before expenses) through the issue of 40,677,968 New Ordinary Shares pursuant to a Placing and Open Offer. The Placing and the Open Offer have been arranged by Liberum Capital.

1.3 The Placing comprises a Firm Placing and a Conditional Placing. Under the Firm Placing, up to 33,898,306 Placing Shares are expected to be placed firm with the Firm Placees (being certain existing institutional investors) at the Issue Price of 29.5 pence per Placing Share, thereby raising £10.0 million. Up to a further 6,779,662 Placing Shares are also expected to be placed with the Conditional Placees (also being certain existing institutional investors) at the Issue Price, thereby raising a further £2.0 million (before expenses). Such Placing Shares will be placed with the Conditional Placees, subject to clawback by Qualifying Shareholders in order to satisfy valid applications made by them under the Open Offer.

1.4 The Company considers it important that all Shareholders have an opportunity to participate in the proposed fundraising. The Company will therefore also provide Qualifying Shareholders with the opportunity to subscribe for up to 6,779,662 New Ordinary Shares at the Issue Price pursuant to the Open Offer. Any Open Offer Shares not applied for under the Open Offer are expected to be taken up by Conditional Placees pursuant to the Conditional Placing.

1.5 The Issue Price of 29.5 pence per New Ordinary Share is equal to the Closing Price per Existing Ordinary Share on 16 November 2017 (being the latest practicable date prior to publication of this announcement).

1.6 The Directors currently have existing authorities to allot shares and disapply pre-emption rights under section 551 and section 570 of the Act which were obtained at the Company's Annual General Meeting held on 6 September 2017. However, these are insufficient to enable the Company to allot and issue the full amount of New Ordinary Shares pursuant to the Placing and Open Offer. Accordingly, the Placing and Open Offer are both conditional upon, amongst other things, the Directors obtaining appropriate Shareholder authorities at the General Meeting to allot the Placing Shares and the Open Offer Shares and to disapply statutory pre-emption rights which would otherwise apply to such allotment.

1.7 The Placing and Open Offer and the Acquisition are each conditional, inter alia, on the passing of the Resolutions by the Shareholders at the General Meeting, which is expected to be convened for 9.00 a.m. on 5 December 2017, notice of which will be set out in the circular. If the Resolutions are not approved by Shareholders at the General Meeting, the Placing and Open Offer and Acquisition will not proceed. Subject to the Resolutions being passed at the General Meeting and any other relevant conditions being satisfied (or, if applicable, waived), it is expected that the New Ordinary Shares will be admitted to trading on AIM at 8.00 a.m. on 7 December 2017. Further details regarding the Placing and Open Offer and the Acquisition are set out at paragraph 2 below.

2 Background to and reasons for the PLACING and Open Offer AND ACQUISITION

Results of the strategy review

2.1 Since the announcement of his appointment as Chief Executive Officer of the Company on 3 October 2017, Lyndon Davies has led the Board in undertaking a review of the Company's strategy. Mr Davies, together with Tim Mulhall and Simon Kohler, have drawn upon their combined industry experience totalling nearly 100 years in conducting an initial review of the Group's business, operations and its strategy. As a result of that review, the following opportunities have been identified by the Board with the potential both to drive growth and operational efficiency, with a view to returning the Group to long term sustainable profitability and positive cash generation.

Reinvigorate and grow key brands and products

2.2 The focus on tight cost control has caused the Group to reduce its expenditure on product development across its key brands. The Group intends to utilise approximately £1.0 million of the proceeds from the Placing and Open Offer to invest in additional capital expenditure over and above the existing level to improve the product offering for its key brands and support new product development.

2.3 In addition, the Group's population of enthusiasts for many of its key brands is ageing. As a result, the Company plans to develop products which are targeted at younger aged groups to attract a new generation of consumers.

Grow our European brands

2.4 The Group owns a number of well established brands in the European model trains market. However, these brands have suffered from underinvestment as management's time was focused on cost control to improve cash generation. As a result, the Board believes that there is a significant opportunity to drive revenue growth across the Group's European markets by improving the product offering in line with each brand's core values, and through improving engagement with consumers in these markets.

Maintain appropriate product pricing

2.5 As part of the previous turnaround plan, the Group focussed on discounting and promotions in order to drive revenue growth and cash generation. The Board considers that the Group's use of discounting and promotions has led to an expectation by retailers that they do not need to acquire new products upon their release as they would shortly be discounted, thereby undermining the value of those product lines and ultimately the brand. This has also had an impact on the Company's relationship with retailers who have acquired stock from the Company at full price, only to have to write down the value of that stock once discounts are made available.

2.6 As announced on 17 October 2017, in order to maximise the value of its brands over the longer term, the Group will no longer offer large quantities of stock at a discount. However, in the short term, this is likely to lead to a reduction in revenue whilst the market adjusts to the Group's new pricing strategy. This reduction in revenue will reduce the Group's cashflows and create a short term working capital requirement, resulting in the need to strengthen the balance sheet of the Company.

Streamline the Group's systems and processes

2.7 Utilising the industry experience of the new operational management team, several opportunities have been identified to restructure the Group's systems and processes, which should lead to management and cost efficiencies and ultimately further reduce the fixed cost base of the Group.

Background to and reasons for the Placing and Open Offer

2.8 The Company intends to undertake the proposed Placing and Open Offer to provide the funding required to implement the new Group strategy outlined above, fund the consideration for the Acquisition and to further strengthen the Company's balance sheet. In addition to implementing the new strategy the Company also intends to use the fundraising proceeds to reduce its net debt under the Existing Bank Facility.

Background to and reasons for the Acquisition

Reasons for the Acquisition

2.9 The Company believes that the Oxford Diecast Group's portfolio of brands will be complimentary to its existing brand portfolio and that opportunities exist for the two businesses to work collaboratively together to add scale to the Oxford Diecast Group's business.

2.10 Further, given Mr Davies' appointment as Chief Executive Officer of the Company, the Board is keen to ensure that the interests of both the Company and LCD Enterprises, the holding company of the Oxford Diecast Group, are aligned and the Acquisition provides an opportunity to achieve this.

Information on the Oxford Diecast Group

2.11 LCD Enterprises is the holding company for Oxford Diecast Group of businesses. The Oxford Diecast Group supplies various scales of diecast and railway products to the collector, gift, hobby and promotional markets. The group was founded in 1993 and led by Lyndon Davies since 2002 and has operations in UK, Hong Kong and North America. It sells its products worldwide and in 2017 launched over 400 new products.

2.12 In October 2017, Lyndon Davies became Chairman of the Oxford Diecast Group and Eloise Davies (Mr Davies' daughter) was appointed as Managing Director of the Oxford Diecast Group, which has enabled Mr Davies to focus on his role as Chief Executive Officer of the Company.

Incentive arrangements

2.13 Following completion of the proposals, the Board intends to put in place appropriate incentive arrangements for the executive team of the Group, in order to align their interests with those of Shareholders.

3 USE OF PROCEEDS

It is currently expected that the gross proceeds of the Placing and Open Offer, expected to be £12.0 million, will be utilised as follows:

£1.6 million	to fund the Acquisition consideration;
£1.0 million	to reinvigorate the Group's key brands through additional capital expenditure;
£2.4 million	to fund expected restructuring costs (including £0.5 million of expected costs of the Placing and Open Offer, the Acquisition and the Amendment and Restatement);
£3.2 million	to reduce the Group's net debt under the Existing Bank Facility; and
£3.8 million	to provide working capital to support appropriate product pricing.

4 Current trading and prospects

4.1 The current financial year represents a period of change for the Group, but as the management team looks to reshape the business in line with the new strategy, this will result in full year revenue reducing significantly year on year. At the half year, Group revenue was 22 per cent. lower than the previous year and while this performance reflects the timing of new product releases being more weighted to the second half of the year, it also reflects softer market demand over the summer months and increased competition in the important UK Independent channel.

4.2 Revenue for the six weeks to 12 November 2017 was 10 per cent. lower than the previous year. The previous year's figures included the effect of significant discounting and promotional activity. Overall, the Board remain confident that the changes now being implemented are the correct course of action to protect the value of the Group's brands and build a stronger platform for the future growth of the Company for the benefit of all stakeholders.

5 Details of the Placing and Open Offer

5.1 The Company is proposing to raise, in aggregate, approximately £12.0 million (before expenses) through the issue of up to 40,677,968 New Ordinary Shares pursuant to a Placing and an Open Offer at the Issue Price. Under the Firm Placing, 33,898,306 Placing Shares are expected to be placed firm with the Firm Placees and with a further 6,779,662 Placing Shares expected to be placed conditionally pursuant to the Conditional Placing with the Conditional Placees, subject to take-up of those shares by Qualifying Shareholders under the Open Offer. Accordingly, up to 6,779,662 New Ordinary Shares are expected to be offered to Qualifying Shareholders pursuant to the Open Offer at the Issue Price. The Conditional Placing is intended to ensure that any Open Offer Shares not applied for under the Open Offer may instead be taken up by the Conditional Placees pursuant to the Placing.

5.2 If the Open Offer is taken up in full by Qualifying Shareholders:

(a) Firm Placees will receive their placing participation in full; and

(b) Conditional Placees will not receive any New Ordinary Shares.

5.3 The aggregate number of New Ordinary Shares to be issued pursuant to the Placing and Open Offer is expected, on Admission, to represent approximately 32.5 per cent. of the Enlarged Share Capital.

5.4 The Placing and Open Offer is expected, upon completion, to result in a proportionate dilution of the holdings of existing Shareholders. On Admission, Shareholders who do not participate in the Placing or the Open Offer would experience an immediate dilution of approximately 32.5 per cent.

5.5 The Issue Price of 29.5 pence per New Ordinary Share is equal to the Closing Price per Ordinary Share on 16 November 2017 (being the latest practicable date prior to the publication of this announcement).

5.6 Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. On the assumption that, amongst other things, the Resolutions are passed by Shareholders at the General Meeting, it is expected that Admission of the New Ordinary Shares will become effective at 8.00 a.m. on 7 December 2017.

5.7 The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission in respect of Ordinary Shares and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

The Open Offer

5.8 The Company considers it important that Shareholders who have not taken part in the Placing to have an opportunity to participate in the proposed fundraising. The Company will therefore provide all Qualifying Shareholders with the opportunity to subscribe for up to 6,779,662 Open Offer Shares at the Issue Price pursuant to an Open Offer to raise, in aggregate, up to £2.0 million (before expenses). This will allow Qualifying Shareholders to participate on a pre-emptive basis whilst providing the Company with the flexibility to raise additional equity capital to further improve its financial position.

5.9 Subject to fulfilment of the conditions set out below, and in Part 3 of the Circular, the Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Open Offer Record Date on the following basis:

1 Open Offer Share for every 12.476020780977 Existing Ordinary Shares

and so in proportion for any other number of Existing Ordinary Shares then held.

5.10 Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating an Open Offer Entitlement and will be aggregated and made available to Qualifying Shareholders pursuant to the Excess Application Facility.

5.11 Completion of the Open Offer will be conditional upon, inter alia, the Acquisition Agreement becoming unconditional in all respects (save for the condition relating to the Placing and Open Offer Agreement) and the passing of the Resolutions and Admission. The proceeds of the Open Offer are anticipated to amount to up to £2.0 million, before expenses. If the conditions of the Open Offer are not satisfied, the Open Offer will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable, but within 14 days, thereafter.

Excess Applications

5.12 The Open Offer will be structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Open Offer Entitlement. To the extent that pro rata entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications. Applications under the Excess Application Facility may be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that any applications under the Excess Application Facility by Qualifying Shareholders will be met in full or in part or at all.

5.13 Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Overseas Shareholders

5.14 Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to Part 3 of the Circular for further details.

Placing and Open Offer Agreement

5.15 A placing and open offer agreement has been entered into between (1) the Company and (2) Liberum Capital in connection with the Placing and Open Offer and pursuant to which Liberum Capital has agreed, in accordance with its terms, to use reasonable endeavours to place the Placing Shares with Placees. The terms of the Placing and Open Offer Agreement provide that the Placing is conditional, amongst other things, on:

(a) the passing of the Resolutions;

(b) the Acquisition Agreement (i) having become unconditional in all respects save for the condition relating to the Placing and Open Offer Agreement, and (ii) not having been terminated in accordance with its terms or varied or amended without the consent of Liberum Capital;

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

(d) Admission becoming effective by no later than 8.00 a.m. on 7 December 2017 (or such later time and/or date, being no later than 5.00 p.m. on 15 December 2017 as the Company and Liberum Capital may agree in writing).

The Placing and Open Offer Agreement contains customary warranties given by the Company to Liberum Capital as to matters relating to the Group and its business and a customary indemnity given by the Company to Liberum Capital in respect of liabilities arising out of or in connection with the Placing and Open Offer. Liberum Capital is entitled to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission including circumstances where there is a breach of warranty or on the occurrence of certain force majeure events.

6 TERMS OF THE ACQUISITION

6.1 On 17 November 2017, the Company entered into the Acquisition Agreement with the Seller (Lyndon Davies) and his wife, Catherine Davies, to conditionally acquire 49 per cent. of the issued share capital of LCD Enterprises. The consideration payable for the Acquisition is £1.6 million in cash, to be satisfied in cash following receipt by the Company of the proceeds of the Placing and the Open Offer.

6.2 Under the Acquisition Agreement the Seller and Mrs Davies have undertaken not, for the duration of the Lock-In Period, to dispose of, or agree to dispose of, directly or indirectly, any of the remaining 51 per cent. of the share capital of LCD Enterprises which will be held by the Seller and Mrs Davies following completion of the Acquisition.

6.3 As the Group's business and the Oxford Diecast Group business (including LCD Enterprises) will be run independently following completion of the Acquisition, to protect the Company's interests in LCD Enterprises, the Seller and Mrs Davies have undertaken, for the duration of the Lock-In Period, to provide the Company with all information it may reasonably require in relation to LCD Enterprises and the Oxford Diecast Group, including financial information and business plans. In addition, the Acquisition Agreement contains customary consent rights in favour of the Company (whilst it continues to holds shares in LCD Enterprises) in respect of the ongoing operations of LCD Enterprises and the Oxford Diecast Group.

6.4 The Acquisition Agreement also contains rights in favour of the parties to buy or sell LCD shares in certain specified circumstances as follows:

(a) if the Seller ceases to hold the position of Chief Executive Officer of the Company for any reason other than his death or incapacity, at the expiry of the Lock-In Period, the Seller will become entitled to acquire the 49 ordinary shares of £1.00 each in the capital of LCD Enterprises acquired by the Company pursuant to the Acquisition Agreement, for a purchase price of £1,600,000; and

(b) if, at the expiry of the Lock-In Period, the Seller continues to hold the position of Chief Executive Officer of the Company, the Company will become entitled to acquire the outstanding 51 ordinary shares of £1.00 each in the capital of LCD Enterprises for an aggregate purchase price of £1,600,000 or at a price to be negotiated (capped at £7.0 million) in the event that the underlying after tax earnings of LCD Enterprises and the Oxford Diecast Group (as derived from the most recently completed financial year of LCD Enterprises for which audited accounts have been published), are materially different to those of the Oxford Diecast Group for the financial year ending on 31 December 2016.

The Acquisition Agreement also provides that in the event of the death or incapacity of the Seller during the Lock-In Period, the Company will be obliged to purchase the remaining 51% stake in LCD Enterprises at a price of four times the underlying after tax earnings of LCD Enterprises and the Oxford Diecast Group (capped at £7.0 million) as derived from the most recently completed financial year of LCD Enterprises for which audited accounts have been published.

6.5 Completion of the Acquisition Agreement is conditional on, inter alia:

(a) the passing of the Resolutions;

(b) the Placing and Open Offer Agreement (i) having become unconditional save for the conditions relating to the Acquisition Agreement, and (ii) not having been terminated in accordance with its terms; and

(c) Admission becoming effective by no later than 8.00 a.m. on 7 December 2017 (or such later time and/or date, being no later than 5.00 p.m. on 15 December 2017 as the Company and Liberum Capital may agree in writing).

6.6 In addition, the Company is entitled to terminate the Acquisition Agreement in certain circumstances, including inter alia if at any time before completion of the Acquisition Agreement there is any breach of any of the warranties which is material in the context of the purchase by the Company or if anything occurs which has, or might reasonably be expected to have, a material adverse effect on the financial position or prospects of LCD Enterprises or the Oxford Diecast Group.

6.7 The Seller has provided warranties as to title and capacity with respect to himself and Mrs Davies and their shares in LCD Enterprises and customary business, trading and tax warranties with regard to LCD Enterprises and the Oxford Diecast Group.

6.8 The maximum liability of the Seller with respect to any claim under the Acquisition Agreement, including in relation to a breach of any of the warranties is limited to £1.6 million. The time limit for notification of warranty claims is two years in respect of non-tax warranties and seven years in respect of the tax warranties.

7 Related party transactions

7.1 The participation of Lyndon Davies and his wife in the Acquisition is, for the purposes of AIM Rule 13, considered as a "Related Party Transaction". The Acquisition Independent Directors (in respect of the Acquisition) consider, having consulted with the Company's nominated adviser, Liberum Capital, that the terms of the Acquisition are fair and reasonable insofar as Shareholders are concerned.

8 SUBSTANTIAL PROPERTY TRANSACTION

As Lyndon Davies is a majority shareholder of LCD Enterprises and the sole director of the Company, and due to the fact that the consideration payable for the Acquisition is for an amount in excess of £100,000, and the consideration which will become payable in the event that either (i) the Company purchases the remaining 51% stake in LCD Enterprises or (ii) the Seller re-acquires the 49% stake in LCD Enterprises, will be in excess of £100,000, the Acquisition and the possible subsequent share transfers constitute, collectively and individually, substantial property transactions under sections 190 and 191 of the Act. Sections 190 and 191 of the Act require that any substantial property transaction with a director of a company must be approved in advance by shareholders at a general meeting of the company. Consequently, completion of the Acquisition is conditional upon obtaining the approval of Shareholders. Resolution 1 is an ordinary resolution that seeks Shareholder approval of the Acquisition.

9 Amendment, CONFIRMATION AND WAIVER of the Existing BAnk Facility

9.1 In conjunction with the Placing and Open Offer, the Company, together with certain members of its Group, has entered into the Amendment and Restatement, pursuant to which terms, the Existing Bank Facility made available to the Borrower will be amended and restated (the terms of the Existing Bank Facility, as so amended and restated, being the "Amended and Restated RCF"). The Amended and Restated RCF will continue to be guaranteed by the Company, Hornby Industries Limited and H&M (Systems) Limited. Completion of the Amended and Restated RCF is conditional on, amongst other things, the occurrence of Admission by not later than a long stop date of 15 December 2017.

9.2 Interest on drawings under the Amended and Restated RCF will be payable at a percentage rate per annum equal to a margin of 3.75 per cent. over LIBOR for the relevant currency (other than euro or Hong Kong dollars) (or over such other cost of funds basis as determined in accordance with the terms of the Amended and Restated RCF). The Amended and Restated RCF will also be subject to commitment and utilisation fees payable quarterly dependent on the level of drawings under the revolving credit facility. Drawings under the Amended and Restated RCF may be made in sterling, euro, Hong Kong dollars and US dollars or such other currency approved by the Lender. The Lender will only be obliged to make available a drawing under the revolving credit facility if the conditions precedent have been satisfied, including that no event of default is continuing or would result from the proposed loan.

9.3 As is customary, the Amended and Restated RCF contains financial covenants which the Group must comply with and which are to be tested quarterly. Through to and including 15 December 2018, such financial covenants will include a minimum EBITDA test and a current asset (stock and receivables) to net debt test. Thereafter, such financial covenants will revert to customary leverage and interest cover financial covenants (with the current asset (stock and receivables) to net debt continuing). The Amended and Restated RCF also contains various representations and warranties given by the Company and various members of the Group. In the Amended and Restated RCF, the Company also gives various information undertakings and (on behalf of itself and each other member of the Group) various general undertakings. Breach of an undertaking, financial covenant, representation or warranty given by the Company or other member of the Group under the Amended and Restated RCF will, subject to grace periods in certain circumstances, constitute an event of default and entitle the Lender to cancel the revolving credit facility and make demand for all amounts outstanding under the Amended and Restated RCF. Other events of default relating to the Group are contained in the Amended and Restated RCF whose occurrence would also entitle the Lender to cancel the revolving credit facility and make demand for all amounts outstanding under the Amended and Restated RCF. These include events of default relating to non-payment, cross-default, insolvency, insolvency proceedings, creditors' process, unlawfulness, cessation of business, expropriation, repudiation, litigation and material adverse change.

9.4 The Amendment and Restatement also contains an additional term, pursuant to which the net proceeds of any sale of shares held by the Company in LCD Enterprises and its subsidiaries (including those acquired from the Company by Lyndon Davies pursuant to the exercise of the option referred to in paragraph 6.4 above) will be required to be applied in reducing the Existing Bank Facility up to a maximum of £1 million, together with any interest and break costs thereon

10 GEneral meeting

10.1 A notice convening the General Meeting of the Company to be held at the offices of the Company's solicitors, Taylor Wessing LLP at 5 New Street Square, London EC4A 3TW on 5 December 2017 at 9.00 a.m. will be contained in the Circular to be posted to Shareholders, at which the Resolutions will be proposed.

10.2 The Resolutions will be inter-conditional such that if any Resolution is not passed by Shareholders at the General Meeting, the Placing and Open Offer and Acquisition will not proceed. The Resolutions can be summarised as follows:

(a) Resolution 1 - this will be proposed as an ordinary resolution and seeks the approval of Shareholders to the Acquisition, which is a substantial property transaction for the purposes of the Act;

(b) Resolution 2 - this will be proposed as an ordinary resolution and seeks the approval of Shareholders to authorise the Directors to allot the New Ordinary Shares in connection with the Placing and Open Offer; and

(c) Resolution 3 - this will be proposed as a special resolution and seeks the approval of Shareholders to authorise the Directors to disapply pre-emption rights in connection with the allotment of the New Ordinary Shares.

10.3 Save in respect of the allotment of the Placing Shares and Open Offer Shares, the grant of options to employees under employee share plans or other similar incentive arrangements and pursuant to any exercise of existing options in respect of Ordinary Shares, the Directors have no current intention to allot shares, or rights to subscribe or convert into shares, in the capital of the Company.

10.4 If the Resolutions are not passed by Shareholders at the General Meeting, the Placing and Open Offer and Acquisition will not proceed and the Company will not receive the full amount of the anticipated proceeds of the fundraising. Without the full anticipated proceeds of the Placing and Open Offer the Board will need to consider alternative sources of financing, which may or may not be forthcoming. In light of this, the Independent Directors and, where appropriate the Acquisition Independent Directors, believe that the Placing and Open Offer and Acquisition are in the best interests of Shareholders and the Independent Directors and, where appropriate the Acquisition Independent Directors, unanimously recommend that Shareholders vote in favour of the Resolutions so that the Placing and Open Offer and Acquisition can be implemented.

11 Irrevocable undertakings

11.1 David Adams, a Director who holds 22,500 Existing Ordinary Shares, representing 0.03 per cent. of the issued Existing Ordinary Shares, has given an irrevocable undertaking to vote or, where applicable, to procure the casting of votes by his connected persons (as defined in section 252 of the Act), in favour of the Resolutions in respect of his own (or, as applicable, his connected persons') beneficial holding of Existing Ordinary Shares.

11.2 Phoenix (in its capacity as manager of certain discretionary funds which hold, in aggregate 71.4 per cent. of the issued ordinary share capital of the Company) has given an irrevocable undertaking to:

(i) vote or, where applicable, to procure the casting of votes by its connected persons (as defined in section 252 of the Act), in favour of the Resolutions; and

(ii) not to take up any of its Open Offer Entitlement under the Open Offer,

in respect of its own (or, as applicable, its connected persons') beneficial holdings of Existing Ordinary Shares together totalling 60,406,594 Existing Ordinary Shares, representing in aggregate 71.4 per cent. of the Existing Ordinary Shares.

12 Recommendations

12.1 Shareholders should note that if the Resolutions are not passed by Shareholders at the General Meeting, the Placing and Open Offer and Acquisition will not proceed and the Company will not receive the full amount of the anticipated proceeds of the fundraising. Without the full anticipated proceeds of the Placing and Open Offer, the Company is expected by 31 December 2017 to be unable to comply with one or more financial covenants under the terms of its Existing Bank Facility, may find itself unable to prepare accounts on a going concern basis and the Board may need to consider further external bank finance and/or other alternative sources of financing which may or may not be forthcoming.

12.2 The Independent Directors (in the case of the Placing and the Open Offer) and the Acquisition Independent Directors (in the case of the Acquisition), having consulted with the Company's nominated adviser, Liberum Capital, consider the terms of the Placing and Open Offer and Acquisition to be fair and reasonable and in the best interests of Shareholders and of the Company as a whole.

12.3 The Independent Directors consider the Placing and Open Offer and the Acquisition Independent Directors consider the Acquisition to be in the best interests of the Company and Shareholders as a whole. Accordingly:

(a) the Acquisition Independent Directors recommend that Shareholders vote in favour of the Acquisition Resolution (Resolution 1) at the General Meeting as David Adams, an Independent Director, intends to do in respect of his entire holding which amount to interests in 22,500 Ordinary Shares, representing approximately 0.03 per cent. of the existing issued ordinary share capital of the Company; and

(b) the Independent Directors recommend that Shareholders vote in favour of the share authority resolutions (Resolutions 2 and 3) at the General Meeting as David Adams intends to do in respect of his entire holding which amount to interests in 22,500 Ordinary Shares, representing approximately 0.03 per cent. of the existing issued ordinary share capital of the Company.

DEFINITIONS

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

"Accelerated Book Build"	an accelerated bookbuilding process

"Acquisition"	the proposed acquisition by the Company of 49 per cent. of the issued ordinary share capital of LCD Enterprises, pursuant to the Acquisition Agreement

"Acquisition Agreement"	the conditional sale and purchase agreement entered into between (1) the Company, (2) the Seller, and (3) Catherine Davies, dated 17 November 2017, containing the terms and conditions on which the Company shall make the Acquisition

"Acquisition Independent Directors"	the Directors other than Lyndon Davies

"Act"	the Companies Act 2006 (as amended)

"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

"Amended and Restated RCF"	the Existing Bank Facility, as so amended and restated by the Amendment and Restatement

"Amendment and Restatement"	the amendment and restatement agreement entered into by Barclays, the Company and certain members of the Company's Group, dated 17 November 2017, in respect of an amendment and restatement of the Existing Bank Facility

"Announcement"	means this announcement, together with the Appendix

"Appendix"	means the appendix to this Announcement

"Barclays" or "Lender"	Barclays Bank PLC

"Board" or "Directors"	the directors of the Company

"Borrower"	Hornby Hobbies Limited

"Business Day"	a day not being a Saturday, Sunday or public holiday in England on which clearing banks are open for business in the City of London

"certificated" or "in certificated form"	a share or other security not held in uncertificated form (i.e. not in CREST)

"Closing Price"	the closing middle market quotation of the Existing Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange

"Company" or "Hornby"	Hornby PLC, a company incorporated in England & Wales and with registered number 01547390

"Conditional Placees"	those placees who conditionally agree to subscribe for up to 6,779,662 Placing Shares, subject to clawback by Qualifying Shareholders to satisfy valid applications made by them to subscribe for New Ordinary Shares under the Open Offer and "Conditional Placee" shall mean any one of them

"Conditional Placing"	the conditional placing by Liberum Capital of 6,779,662 Placing Shares at the Issue Price with the Conditional Placees pursuant to the Placing and Open Offer Agreement

"CREST"	a 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), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force

"DTR"	The Disclosure Guidance and Transparency Rules made by the FCA in exercise of its powers under FSMA

"EBITDA"	earnings before interest, taxes, depreciation and amortization and exceptional items and loss on disposal of property, plant and equipment

"Enlarged Share Capital"	the issued ordinary share capital of the Company as enlarged by the issue of the New Ordinary Shares

"€" or "Euros"	the single European currency unit

"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Open Offer Entitlement provided that they have agreed to take up their Open Offer Entitlement in full

"Excess Open Offer Entitlement"	in respect of each Qualifying Shareholder, the entitlement (in addition to his/her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her taking up his/her Open Offer Entitlements in full

"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 8.00 a.m. on 20 November 2017

"Existing Bank Facility"	the multi-currency revolving credit facility agreement originally dated 29 July 2009 and as amended from time to time (including pursuant to letters of variation dated 18 October 2011 and 13 December 2012 and as amended and restated pursuant to amendment and restatement agreements dated 26 June 2014 and 18 June 2015, as amended by way of an amendment letter on 7 December 2015 and as further amended by an amendment and restatement agreement dated 22 June 2016, and as amended by a deferral letter dated 31 October 2017)

"Existing Ordinary Shares"	the 84,583,204 existing Ordinary Shares in issue as at 16 November 2017 (being the latest practicable date prior to publication of this announcement)

"FCA"	the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA

"Firm Placees"	those placees whose Placing Shares are to be placed firm with them pursuant to the Firm Placing and "Firm Placee" shall mean any one of them

"Firm Placing"	the placing by Liberum Capital of 33,898,306 Placing Shares at the Issue Price with the Firm Placees pursuant to the Placing and Open Offer Agreement

"Form of Proxy"	the form of proxy for use by Shareholders in connection with the General Meeting and accompanying the Circular

"FSMA"	the Financial Services and Markets Act 2000 (as amended)

"General Meeting"	the general meeting of the Company which is expected to be held at the offices of the Company's solicitors, Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW at 9.00 a.m. on 5 December 2017, or any adjournment thereof, notice of which will be set out at the end of the Circular

"Group"	the Company and its subsidiary undertakings

"Independent Directors"	the Directors other than James Wilson

"Irrevocable Undertakings"	the irrevocable undertakings described at paragraph 11 of this announcement

"Issue Price"	the price at which the New Ordinary Shares are to be issued and allotted pursuant to the Placing and Open Offer, being 29.5 pence per New Ordinary Share

"LCD Enterprises"	LCD Enterprises Limited, a company incorporated in England & Wales and with registered number 03005140

"Liberum Capital"	Liberum Capital Limited, the Company's nominated advisor and broker in connection with the Placing and Open Offer

"Lock-In Period"	the period beginning on the date of completion of the Acquisition Agreement and ending on the third anniversary of completion of the Acquisition

"London Stock Exchange"	London Stock Exchange plc

"New Ordinary Shares"	up to 40,677,968 new Ordinary Shares expected to be issued pursuant to the Placing and the Open Offer

"Notice of the General Meeting"	the notice of the General Meeting to be set out at the end of the Circular

"Official List"	the Official List of the FCA

"Open Offer"	the conditional invitation to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out the Circular

"Open Offer Entitlement"	the pro rata basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 1 Open Offer Share for every 12.476020780977 Existing Ordinary Shares registered in its name as at the Open Offer Record Date

"Open Offer Record Date"	the record date in relation to the Open Offer, being 5.00 p.m. on 15 November 2017

"Open Offer Shares"	up to 6,779,662 New Ordinary Shares to be issued by the Company to Qualifying Shareholders in connection with the Open Offer

"Ordinary Shares"	the ordinary shares of 1 pence each in the share capital of the Company

"Overseas Shareholders"	Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside of the UK

"Oxford Diecast Group"	Oxford Diecast Limited, a company incorporated in England and Wales, Oxford Diecast (HK) Limited, a company incorporated in Hong Kong, and Oxford Diecast USA LLP, a partnership incorporated in USA

"Phoenix"	Phoenix Asset Management Partners Limited

"Placees"	the Firm Placees and the Conditional Placees

"Placing"	the conditional placing by Liberum Capital on behalf of the Company of the Placing Shares with the Placees pursuant to the Placing and Open Offer Agreement, comprising the Firm Placing and the Conditional Placing

"Placing and Open Offer Agreement"	the conditional agreement dated 17 November 2017 entered into between the Company and Liberum Capital in respect of the Placing and Open Offer

"Placing Shares"	up to 33,898,306 New Ordinary Shares to be placed for cash with Firm Placees and up to 6,779,662 New Ordinary Shares to be placed for cash with Conditional Placees (subject to clawback by Qualifying Shareholders to satisfy valid applications made by them to subscribe for New Ordinary Shares under the Open Offer)

"Qualifying CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date are held in uncertificated form

"Qualifying Non-CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date, are held in certificated form

"Qualifying Shareholders"	Shareholders on the register of members of the Company on the Open Offer Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident in a Restricted Jurisdiction and "Qualifying Shareholder" shall mean any one of them


"Resolutions"	the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting and "Resolution" shall be a reference to any one of them

"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this announcement is sent or made available to Shareholders in that jurisdiction including, without limitation, the United States of America, Canada, Australia, Japan and the Republic of South Africa

"Seller"	Lyndon Davies

"Shareholders"	the holders of Existing Ordinary Shares and "Shareholder" shall mean any one of them

"Takeover Code"	the City Code on Takeovers and Mergers

"uncertificated" or "in uncertificated form"	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

"US Securities Act"	the US Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder

"£" or "Pounds"	UK pounds sterling, being the lawful currency of the United Kingdom

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

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

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (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 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN 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 (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the Placees), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges to the Company and Liberum Capital that:

1. it is a Relevant Person (as defined above) 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 any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Liberum Capital has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

3. it is acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act; and

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 Appendix.

The Company and Liberum Capital will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred 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 the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only outside the United States in accordance with Regulation S.

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 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 or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

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

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

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing and Open Offer Agreement and the Placing Shares

Liberum Capital has entered into the Placing and Open Offer Agreement with the Company under which Liberum Capital has conditionally agreed on the terms and subject to the conditions set out therein, as agent for the Company, to use its reasonable endeavours to place the Placing Shares at the Placing Price with certain institutional investors. The Placing is not being underwritten by Liberum Capital or any other person.

The number of Placing Shares at the Placing Price will be determined following completion of the Accelerated Book Build as set out in this Announcement.

The Placing Shares will, when issued, be 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 (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

Application will be made for admission of the Placing Shares to trading on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 8.00 am on 7 December 2017 and that dealings in the Placing Shares will commence at that time.

Accelerated Book Build

Liberum Capital will today commence an Accelerated Book Building process in respect to the Placing to determine demand for participation in the Placing by any Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Accelerated Book Build. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Liberum Capital and the Company shall be entitled to effect the Placing (in whole or in part) by such alternative method to the Accelerated Book Build as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. Liberum Capital is acting as nominated adviser and sole bookrunner to the Placing, as agent for and on behalf of the Company. Liberum Capital is regulated by the FCA, 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 Liberum Capital or for providing advice in relation to the matters described in this Announcement.

2. Liberum Capital is arranging the Accelerated Book Build and Placing as an agent of the Company.

3. Participation in the Accelerated Book Build will only be available to persons who may lawfully be, and are, invited to participate by Liberum Capital. Liberum Capital and its affiliates are entitled to enter bids in the Accelerated Book Build as principal.

4. The Accelerated Book Build will establish the number of Placing Shares to be issued at the Placing Price, which will be agreed between Liberum Capital and the Company following completion of the Accelerated Book Build. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Accelerated Book Build.

5. To bid in the Accelerated Book Build, prospective Placees should communicate their bid by telephone to their usual sales contact at Liberum Capital. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by Liberum Capital on the basis referred to paragraph 9 below.

6. The Accelerated Book Build is expected to close no later than 4.00 pm (London) today but may be closed earlier or later at the discretion of Liberum Capital. Liberum Capital may, in agreement with the Company, accept bids that are received after the Accelerated Book Build has closed.

7. Each Placee's allocation will be confirmed to Placees orally, or by email, by Liberum Capital whom they contact following the close of the Accelerated Book Build and a trade confirmation or contract note will be dispatched as soon as possible thereafter. A bookrunner's oral or emailed confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Liberum Capital and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company's Articles of Association.

8. The Company will make a further announcement following the close of the Accelerated Book Build detailing the number of Placing Shares to be issued at the Placing Price.

9. Subject to paragraphs 5 and 6 above, Liberum Capital may choose to accept or reject bids, either in whole or in part, on the basis of allocations determined at its discretion (in consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine. Liberum Capital may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Accelerated Book Build has closed to any person submitting a bid after that time.

10. A bid in the Accelerated Book Build 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 the consent of Liberum Capital, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Liberum Capital, to pay to Liberum Capital (or as Liberum Capital may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to Liberum Capital.

11. Except as required by law or regulation, no press release or other announcement will be made by Liberum Capital or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

12. 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".

13. All obligations under the Accelerated Book Build and 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 and Open Offer Agreement".

14. By participating in the Accelerated Book Build, 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.

15. To the fullest extent permissible by law and the applicable rules of the FCA, neither Liberum Capital 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 Liberum Capital shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Liberum Capital nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Liberum Capital's conduct of the Accelerated Book Build or of such alternative method of effecting the Placing (in whole or in part) as Liberum Capital and the Company may agree.

Conditions of the Placing

Completion of the Placing is conditional on, inter alia:

(a) the issue of the Circular by the Company by 5.00 p.m. on 17 December 2017

(b) the passing of the Resolutions (without material amendment) by shareholders in a general meeting of the Company;

(c) the Company having complied with its obligations under the Placing and Open Offer Agreement to the extent that such obligations fall to be performed prior to Admission;

(d) none of the warranties or undertakings in the Placing and Open Offer Agreement being untrue, inaccurate or misleading;

(e) the Acquisition Agreement (i) having become unconditional in all respects save for the condition relating to the Placing and Open Offer Agreement, and (ii) not having been terminated in accordance with its terms or varied or amended without the consent of Liberum Capital; and

(f) Admission becoming effective by no later than 8.00 a.m. on 7 December 2017 (or such later date as the Company and Liberum Capital may agree (being not later than 8.00 a.m. on 15 December 2017).

If: (i) any of the conditions contained in the Placing and Open Offer Agreement in relation to the Placing Shares are not fulfilled or waived by Liberum Capital by the respective time or date where specified (or such later time or date as the Company and Liberum Capital may agree, but not being later than 8.00 am on 15 December 2017); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing and Open Offer Agreement is terminated in its entirety in the circumstances specified below, the Placing will lapse and the Placee's 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 against Liberum Capital in respect thereof.

Liberum Capital 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 and Open Offer Agreement save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Liberum Capital nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 Liberum Capital.

Right to terminate under the Placing and Open Offer Agreement

Liberum Capital is entitled, at any time before Admission, to terminate its obligations under the Placing and Open Offer Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a) a breach of the warranties given by the Company in the Placing and Open Offer Agreement; or

(b) a material breach by the Company of any of its obligations under the Placing and Open Offer Agreement; or

(c) in Liberum Capital's opinion, there having been a material adverse change in the financial position and/or prospects of the Group; or

(d) the occurrence of a force majeure event which, in the opinion of Liberum Capital, will or is likely to be prejudicial to the Group or the Placing.

Following Admission, the Placing and Open Offer Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Liberum Capital of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of Liberum Capital, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and any Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below).

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or Liberum Capital or any other person and neither Liberum Capital nor 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 any of Liberum Capital, 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 Liberum Capital is 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. No Placee should 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.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B01CZ652) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST) provided that, subject to certain exceptions, Liberum Capital reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem 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.

Following the close of the Accelerated Book Build, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with Liberum Capital, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Liberum Capital (in GBP) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Liberum Capital.

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 (2) percentage points above LIBOR as determined by Liberum Capital.

Each Placee is deemed to agree that, if it does not comply with these obligations, Liberum Capital may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Liberum Capital's account and benefit (as agent for the Company), 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 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 Liberum Capital all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Liberum Capital lawfully takes in pursuance of such sale.

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

The relevant settlement details are as follows:

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. 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 the Company and Liberum Capital:

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

2. it acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3. it acknowledges that the Existing Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and EU Regulation 596/2014 (collectively "Exchange Information");

4. it acknowledges that none of Liberum Capital, the Company, any of their respective affiliates 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 other than this Announcement; nor has it requested any of Liberum Capital, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5. it acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Liberum Capital, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of Liberum Capital or the Company, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee) and neither Liberum Capital nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Liberum Capital, its affiliates or any person acting on behalf of any of them has or may have conducted;

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

7. it acknowledges that none of Liberum Capital, its affiliates or any person acting on behalf of any of them has or shall have any liability for the Exchange Information, any publicly available or filed 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;

8. it represents and warrants that it is acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant Regulation S under the Securities Act;

9. it acknowledges that it is acquiring the Placing Shares for its own account or for one or more accounts for which, in each case, it exercises sole investment discretion, for investment purposes and not with a view to any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States and that it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

10. it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

11. unless otherwise specifically agreed in writing with Liberum Capital, it represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of the United States, Australia, Canada, Japan or the Republic of South Africa;

12. it acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

13. it represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

14. it represents and warrants that: (i) 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 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (ii) 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 Liberum Capital such evidence, if any, as to the identity or location or legal status of any person which Liberum Capital 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 Liberum Capital on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Liberum Capital may decide at its sole discretion;

15. it represents and warrants that, to the extent it has received any inside information (for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

16. it acknowledges that it has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an "insider" for the purposes of Part V of FSMA and MAR, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by Liberum Capital or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which it is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;

17. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, it represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Liberum Capital has been given to the offer or resale;

18. it represents and warrants that it has not offered or sold and, prior to the expiry of a period of six (6) months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 (FSMA);

19. it represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to 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 in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

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

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

22. if in a Member State of the European Economic Area, unless otherwise specifically agreed with Liberum Capital in writing, it represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

23. if in the United Kingdom, it represents and warrants that it is a person: (i) who is an investment professionals within the meaning of Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

24. it represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

25. where it is acquiring Placing Shares for one or more managed accounts, it represents and warrants that 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 Appendix and the 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 you by Liberum Capital;

26. it undertakes 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 Liberum Capital may in its sole discretion determine and without liability to such 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 the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

27. it acknowledges that none of Liberum Capital, its affiliates, or 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 treated for these purposes as a client of Liberum Capital and that Liberum Capital has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer 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;

28. it undertakes that the person whom it specifies for registration as the holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum Capital 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 participate in the Placing and it agrees to indemnify the Company, Liberum Capital in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Liberum Capital who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

29. 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 Liberum Capital 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;

30. it acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix to the Announcement;

31. it agrees it will be bound by the terms of the Company's Articles of Association;

32. it agrees that the Company, Liberum Capital, and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Liberum Capital on their own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

33. it agrees to indemnify on an after-tax basis and hold the Company, Liberum Capital and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

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

35. it acknowledges that it is an institution that 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 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. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved; and

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

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Liberum Capital for itself and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription (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 nor Liberum Capital 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 Liberum Capital in the event that any of the Company and/or Liberum Capital has 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 Liberum Capital 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 by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Liberum Capital 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.

When a Placee or person acting on behalf of the Placee is dealing with Liberum Capital, any money held in an account with Liberum Capital 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 rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Liberum Capital's money in accordance with the client money rules and will be used by Liberum Capital in the course of their own business and the Placee will rank only as a general creditor of Liberum Capital.

All times and dates in this Announcement may be subject to amendment. Liberum Capital shall notify the Placees and any person acting on behalf of the Placees of any changes.

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.

-end-

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCOKODNBBDDBDD

Companies

Hornby (HRN)

Full Archive

UK 100

Latest directors dealings

All directors dealings today