Revolution Bars

Firm Placing and Placing and Open Offer

RNS Number : 7857Z
Revolution Bars Group
25 May 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF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

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) (AS AMENDED) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND OTHER IMPLEMENTING MEASURES. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Capitalised terms used in this Announcement are defined within the 'Definitions' section further below or within the text itself.

 

For immediate release

 

 

REVOLUTION BARS GROUP PLC

 

Firm Placing and Placing and Open Offer to raise £21.0 million

 

Revolution Bars Group plc (the " Group " or the " Company " ), a leading UK operator of 66 premium bars, trading under the Revolution and Revolución de Cuba brands, today announces its intention to raise gross proceeds of £21.0 million by way of a Firm Placing and a Placing and Open Offer at 20 pence per New Ordinary Share.

finnCap and Peel Hunt are acting as joint brokers in relation to the Firm Placing and the Placing and Open Offer.

Overview of the Fundraising

· To ensure the Group is well-positioned to grow the business once its bars fully reopen, it is seeking to raise £21.0 million in order to reduce the Group's indebtedness, accelerate its existing site refurbishment programme and to take advantage of favourable market conditions for estate expansion.

· £20.0 million will be raised through the Firm Placing of 100,000,000 New Ordinary Shares at the Issue Price of 20 pence per New Ordinary Share.

· A further £1.0 million (approximately) will be raised through the Placing of 5,001,866 New Ordinary Shares at the Issue Price to Qualifying Shareholders, subject to clawback to satisfy valid applications under the Open Offer.

· The Issue Price represents a discount of approximately 41.2 per cent. to the closing price of an Ordinary Share on 24 May 2021, being the latest practicable date prior to this announcement, and a discount of approximately 27.8 per cent. to the volume weighted average price of an Ordinary Share for the 90 day period to 24 May 2021.

· The Board intends to invest, in aggregate, £137,500 in the Fundraising.

· The Firm Placing and the Placing will be conducted by finnCap and Peel Hunt through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this Announcement.

· The final number of New Ordinary Shares issued in the Firm Placing and the Placing will be agreed by finnCap, Peel Hunt and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.

· The timing for the close of the Bookbuild and the allocation of the Firm Placing and the Placing shall be determined together by finnCap, Peel Hunt and the Company. The Fundraising is not underwritten.

· The Firm Placing and the Placing are subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and its appendix together being this "Announcement").

· Completion of the Fundraising will be conditional upon, inter alia, the approval by Shareholders of the relevant resolutions (the "Fundraising Resolutions") to be proposed at a General Meeting of the Company currently expected to be convened and held on 14 June 2021 and Admission occurring, which is expected to occur on 15 June 2021.

· Following the £6 million Open Offer made by the Company in June 2020, the size of the Open Offer is now restricted to £1 million (approximately), to bring it within the €8 million exemption from the requirement under the Prospectus Regulation to prepare and publish a prospectus (approved by the FCA before publication), which would have material cost and timing implications.

· The Company expects to send a circular to Shareholders (the "Circular") in connection with the Fundraising following the successful closure of the Bookbuild in order to convene the General Meeting. Full details of the Open Offer will also be included in the Circular.

Rationale for the Fundraising

Prior to the onset of the COVID-19 pandemic, the Group was demonstrating signs that the turnaround strategy put in place by the Board was successful, with the Group achieving growth in both like-for-like sales and adjusted EBITDA and making significant progress on debt reduction. However, the COVID-19 pandemic has resulted in a significant increase in the Group's indebtedness, notwithstanding the measures taken by management to reduce the Group's costs and cash burn during a period of significant disruption to the business including several extensive periods of estate closure during UK Government enforced lockdowns, and the support provided by Shareholders via the equity fundraising completed in July 2020. 

The Group's net bank debt stood at £28.50 million as at 10 May 2021, which the Board considers is at a level which will limit its ability to invest in the refurbishment and expansion of its estate.  The Board has therefore decided to undertake the Fundraising in order to reduce the Group's level of indebtedness, accelerate its existing site refurbishment programme and to take advantage of favourable market conditions for estate expansion.

The proceeds of the Fundraising will be used as follows:

· £11 million to strengthen the Group's balance sheet and fund the costs of the Fundraising;

· £2.5 million to accelerate its estate refurbishment programme, enabling the refurbishment of an additional 15 bars over the next 18 months, targeting a return on investment from such refurbishments of 50%+; and

· £7.5 million to take advantage of favourable market conditions to expand its estate, on a selective site-by-site basis, into new towns and regions. The Board will target a return on investment from 8 new sites of 25%+.

The Board has a strong and supportive relationship with the Group's bank, NatWest, which has agreed to reduce the size of the NatWest Facilities by £7.0 million (to be applied as to £3.7 million in the reduction of the Revolving Credit Facility and as to £3.3 million in the reduction of the CLBILS Facilities), notwithstanding the £10.0 million raised pursuant to the Fundraising to repay the Group's indebtedness, thereby allowing the Group to retain an additional £3.0 million of headroom in the NatWest Facilities as the Group moves into a more regular trading environment.

The Board was excited to be able to recommence trading outside on 12 April 2021 in 20 bars, ready to bounce back to capture the pent-up demand and to take advantage of the improvements made to its brands over the past year.  The Board is delighted with the performance of the 20 bars within this group since reopening, with the Group delivering 48% of same period 2019 sales in the 4 weeks to 9 May 2021 from only 15% of the total capacity of bars that were able to trade, substantially exceeding expectations.

The Board believes that, with a more appropriate capital structure, the Group is well positioned for strong trading in a market environment driven by strong pent-up consumer demand, aided by a significant increase in household savings.  The Board further believes that such consumer demand will provide the opportunity for strong returns from its estate refurbishment plans with the Group also benefiting from favourable market conditions for the expansion of its estate.  In addition, the Directors believe that there may also be opportunistic M&A prospects when Government support and the rent moratorium ends over the summer months. 

 

 

For further information, please contact:

 

Revolution Bars Group plc

Tel: 0161 330 3876

Rob Pitcher, CEO

Danielle Davies, CFO

 


finnCap, Nominated Adviser and Joint Broker

Tel: 020 7220 0500

Matt Goode / Simon Hicks / Teddy Whiley (Corporate Finance)

Tim Redfern / Richard Chambers / Charlotte Sutcliffe (ECM)

 


Peel Hunt, Joint Broker

Tel: 020 7418 8900

George Sellar / Andrew Clark / Will Bell (Corporate Finance)

Al Rae / Sohail Akbar (ECM)

 

 


Instinctif (Financial PR)

Tel: 07831 379122

Matt Smallwood

Jack Devoy


 

The person responsible for arranging release of this Announcement on behalf of Revolution Bars Group plc is Danielle Davies, Chief Financial Officer.

 

IMPORTANT NOTICES

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

finnCap Ltd ("finnCap"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and will not regard any other person as a client of finnCap in relation to the matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for advising any other person on the contents of this Announcement or any transaction or arrangement referred to herein.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and will not regard any other person as a client of Peel Hunt in relation to the matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for advising any other person on the contents of this Announcement or any transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap or Peel Hunt under FSMA or the regulatory regime established thereunder, neither of finnCap or Peel Hunt nor any of their respective affiliates accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this Announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them in connection with the Company or any of the matters described in this Announcement and nothing in this Announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, each of finnCap and Peel Hunt and their respective affiliates accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this Announcement or any statement purported to be made by them, or on their behalf, in connection with the Company, or the matters described in this Announcement.

MARKET ABUSE REGULATION

Market soundings, as defined in MAR, were taken in respect of the Fundraising, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares the subject of the Firm Placing and the Placing and Open Offer have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of such securities may decline and investors could lose all or part of their investment; such securities offer no guaranteed income and no capital protection; and an investment in such securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Firm Placing and the Placing and Open Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

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

The Appendix to his Announcement (which forms part of this Announcement) sets out the terms and conditions of the Firm Placing and the Placing. Persons who choose to participate in the Firm Placing and the Placing by making an oral or written offer to subscribe for New Ordinary 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 herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


2021



Announcement of the proposed Firm Placing, Placing and Open Offer

25 May 2021

Announcement of the Result of the Firm Placing and Placing

26 May 2021

Record Date for the Open Offer

6.30 p.m. on 26 May 2021

Ex-entitlement date for the Open Offer

7.00 a.m. on 27 May 2021

Posting of the Circular and the Forms of Proxy

27 May 2021

Open Offer Entitlements credited to CREST accounts

8.00 a.m. on 28 June 2021

Latest time and date for requesting withdrawal of Open Offer Entitlements from CREST

4.30 p.m. on 7 June 2021

Latest time and date for depositing Open Offer Entitlements into CREST

3.00 p.m. on 8 June 2021

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

3.00 p.m. on 9 June 2021

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer

11.00 a.m. on 11 June 2021

Latest time and date for receipt of proxy instructions from Shareholders for General Meeting

10:00 a.m. 12 June 2021

Announcement of result of the Open Offer

14 June 2021

General Meeting

10:00 a.m. 14 June 2021

Announcement of Result of General Meeting

14 June 2021

Admission of New Ordinary Shares to AIM

8.00 a.m. on 15 June 2021

New Ordinary Shares credited to CREST Members' accounts (uncertificated holders only)

8.00 a.m. on 15 June 2021

Despatch of share certificates for New Ordinary Shares in certificated form (certificated holders only)

by 25 June 2021

 

 


Further details of the Firm Placing and the Placing and Open Offer

Introduction

The Company is proposing to raise gross proceeds of £21.0 million by way of a Firm Placing and a Placing and Open Offer at 20 pence per New Ordinary Share. The net proceeds of the Fundraising will be used by the Group to achieve a more appropriate level of financial gearing, accelerate its site refurbishment programme and allow the Group to take advantage of site acquisition opportunities that are expected to arise in favourable market conditions.

Background to and Reasons for the Fundraising

Since the escalation of the COVID-19 pandemic in the UK and, subsequently on 20 March 2020, the UK Government announcement of the closure of all bars, pubs and restaurants due to the COVID-19 pandemic, forcing the Group to suspend the trading of its entire portfolio of bars, with only limited re-openings in between before subsequent periods of forced lock down.

The Group successfully raised gross proceeds of £15.0 million from the equity fundraising completed in July 2020, the net proceeds from which have been utilised to reduce the impact of restricted trading and forced closures caused by the COVID-19 pandemic on the Group's balance sheet. In addition, the Group has successfully taken a range of actions to mitigate the impact of the closures and preserve cash include:

· the launch of the company voluntary arrangement (CVA) in Revolution Bars Limited, following a review of its strategic options;

· remaining in constant discussions with its lender, NatWest,   whilst also taking swift action to significantly improve the financial liquidity available to the business and to minimise the cash burn rate in response to COVID-19 pandemic;

· adapting to the new environment, with a focus on the customer experience through the development of the Group's new App, order and pay at table, and the Group's on-line booking systems, all of which will continue post the easing of lockdown restrictions;

· the furloughing of approximately 98.5 per cent. of the Group's workforce through accessing the UK Government's 'Coronavirus Job Retention Scheme', enabling retention of employment for these employees whilst delivering a considerable payroll saving;

· Board Directors and other members of the senior management team agreeing to take voluntary salary reductions of up to 50% for the Board and 20% for senior managers. Senior management salaries are only now returning to pre-COVID levels, with Directors currently still taking a 10% voluntary reduction;

· taking advantage of the UK Government-backed business rate relief;

· securing continued assistance from major suppliers to suspend contracts and/or extend credit and payment terms, and delaying payments to other suppliers; and

· ongoing negotiations with landlords regarding rent relief with waivers and deferrals of that rent subsequently agreed with a number of landlords.

Prior to the onset of the COVID-19 pandemic, the Group was demonstrating signs that the turnaround strategy put in place by the Board was successful, with the Group achieving growth in both like-for-like sales and adjusted EBITDA and making significant progress on debt reduction. However, the COVID-19 pandemic has resulted in a significant increase in the Group's indebtedness, notwithstanding the measures taken by management detailed above.  The Group's net bank debt stood at £28.50 million as at 10 May 2021, which the Board considers is at a level which will limit its ability to invest in the refurbishment and expansion of its estate. 

The Board was excited to be able to recommence trading outside on 12 April 2021 in 20 bars, ready to bounce back to capture the pent-up demand and to take advantage of the improvements made to its brands over the past year.  The Board is delighted with the performance of the 20 bars within this group since reopening, with the Group delivering 48% of same period 2019 sales in the 4 weeks to 9 May 2021 from only 15% of the total capacity of bars that were able to trade, substantially exceeding expectations. The Board was further encouraged when the UK Government announced the next stage of re-openings, allowing it to reopen 63 of its 66 bars across both brands for restricted indoor trading on 17 May 2021.

The Board considers there is a considerable level of pent-up demand from its target customers, as evidenced by the following booking data in the period from 1 April 2021 to 6 May 2021:

 

Total Bookings

 

· 34,535 bookings, a significant increase since the same period in 2019

· 3,540 additional pending bookings

Cocktail Masterclass

· 11,168 covers booked taking total number of covers booked to 22,606 since 21 February 2021, an increase of 88% compared to

the same period in 2019

· 445 additional pending bookings (fully booked in major locations)

· Avg. booking size of 11.6 people

Themed Brunch

· 21,666 covers booked new offering since 2019

· 578 additional pending bookings

· Avg. booking size of 4.7 people

Corporate Bookings

· £569,317 corporate business sold

· 20,395 corporate covers

· Avg. corporate group size of 150 people and increasing

 

With the end of lock down measures on the horizon, the Board anticipates a rapid rebound in trading when the Group is able to trade without restrictions.  Furthermore, the Board expects favourable market conditions will enable various opportunities for selective refurbishment and expansion of the Group's estate. In addition, the Directors believe that there may also be opportunistic M&A prospects when UK Government support and the rent moratorium finish.  The Board has therefore decided to undertake the Fundraising in order to reduce the Group's level of indebtedness, accelerate its existing site refurbishment programme and to take advantage of favourable market conditions for estate expansion.

Details of the Fundraising

The Directors have given careful consideration as to the structure of the proposed Fundraising and have concluded that the Firm Placing and the Placing and Open Offer is the most suitable option available to the Company and its Shareholders at this time. The Board is grateful for the continuing support received from all Shareholders, and accordingly wishes to offer all Shareholders the opportunity to participate in the Fundraising via the Open Offer.

Through the Firm Placing, Placees will be sought by finnCap and Peel Hunt for 100,000,000 New Ordinary Shares to be issued at the Issue Price to raise gross proceeds of £20.0 million. 5,001,866 New Ordinary Shares will be offered to Qualifying Shareholders under the Open Offer at the Issue Price to raise gross proceeds of approximately £1.0 million (assuming full take up under the Open Offer) but the Brokers will seek Placees for such New Ordinary Shares subject to claw back to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer.

The Issue Price represents a discount of approximately 41.2 per cent. to the Closing Price on the Latest Practicable Date and a discount of approximately 27.8 per cent. to the volume weighted average price of 27.7174 pence per Ordinary Share for the 90 day period to 24 May 2021.

The New Ordinary Shares to be issued pursuant to the Fundraising will represent, in aggregate, approximately 45.6 per cent. of the Enlarged Share Capital.

The allotment and issue of the New Ordinary Shares will be conditional, inter alia, on the approval by Shareholders of the Fundraising Resolutions which will be set out in a Notice of General Meeting contained within a Circular, to be sent to Shareholders in due course and which are required for the Directors to allot the New Ordinary Shares and for statutory pre-emption rights to be disapplied in respect of such allotments.

It is expected that the Fundraising proceeds will be received by the Company following Admission of the New Ordinary Shares on 15 June 2021.

Principal Terms of the Firm Placing and the Placing

finnCap and Peel Hunt, as agents for the Company, have agreed to procure Placees by way of the Bookbuild on the terms of the Placing and Open Offer Agreement. Placees will apply to subscribe for the Firm Placing Shares and the Open Offer Shares allocated pursuant to the Placing on the basis of the Terms and Conditions of the Firm Placing and the Placing set out in the Appendix to this Announcement.

Neither the Firm Placing nor the Placing is being underwritten. The Open Offer Shares will be placed (subject to clawback) but they are also not being underwritten.

The Open Offer Shares allocated pursuant to the Placing will be subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer. The Firm Placing Shares will not be subject to any clawback under the Open Offer.

Principal terms of the Open Offer

The Directors consider it important that Qualifying Shareholders have the opportunity to participate in the Fundraising and the Directors have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders, although the size of the Open Offer is unfortunately restricted due to regulatory requirements.

The Open Offer will provide an opportunity for all Qualifying Shareholders to participate in the Fundraising by both subscribing for their respective Basic Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.

The Open Offer will be conditional on the Firm Placing and the Placing and will not be implemented independently if for any reason the Firm Placing and/or the Placing lapses. Following the close of the subscription period under the Open Offer, any Open Offer Shares not subscribed for by Qualifying Shareholders will be allocated by the Company to Placees pursuant to the Placing.

Basic Entitlement

Qualifying Shareholders will be invited, subject to the terms and conditions of the Open Offer, to apply for any number of Open Offer Shares (subject to the limit on the number of Excess Shares that can be applied for using the Excess Application Facility) at the Issue Price. Qualifying Shareholders will have a Basic Entitlement of:

1 Open Offer Shares for every 25 Existing Ordinary Shares

registered in the name of the relevant Qualifying Shareholder on the Record Date.

Basic Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating Basic Entitlements and will be aggregated and made available to Qualifying Shareholders under the Excess Application Facility.

The aggregate number of Open Offer Shares to be made available for subscription pursuant to the Open Offer is 5,001,866 New Ordinary Shares.

Allocations under the Open Offer

In the event that valid acceptances are not received in respect of all of the Open Offer Shares under the Open Offer, unallocated Open Offer Shares will be allotted to Qualifying Shareholders to meet any valid applications under the Excess Application Facility, provided always that no Qualifying Shareholder shall be entitled to receive in excess of such number of Open Offer Shares as would bring their aggregate interest in the Company to more than the 29.9 per cent. Aggregate Limit.

Excess Application Facility

Subject to availability and assuming that Qualifying Shareholders have accepted their Basic Entitlement in full, the Excess Application Facility will enable Qualifying Shareholders to apply for any whole number of Excess Shares in addition to their Basic Entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, subject always to the 29.9 per cent. Aggregate Limit.

Excess Applications may be allocated in such manner as the Directors (in consultation with finnCap and Peel Hunt) may determine, in their absolute discretion, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

Conditionality of the Fundraising

The Fundraising is conditional on, inter alia, the following:-

· the passing (without amendment) at the General Meeting of the Fundraising Resolutions required to be passed by shareholders in order complete the Firm Placing and the Placing and Open Offer;

· the Placing and Open Offer Agreement becoming unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission; and

· Admission taking place by not later than 8.00 a.m. on 15 June 2021 (or such later date as finnCap and Peel Hunt may agree as the date for Admission, but in any event not later than 8.00 a.m. on 30 June 2021).

If the conditions set out above are not satisfied or waived (where capable of waiver):-

· the Firm Placing and the Placing and Open Offer will lapse;

· the New Ordinary Shares will not be issued and all monies received from the Placees in respect of the New Ordinary Shares will be returned to the Placees (at the Placees' risk and without interest) as soon as possible thereafter; and

· any Basic Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will, after that time and date, 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 thereafter.

Application for Admission to AIM

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place, and dealings of the New Ordinary Shares are expected to commence, at 8.00 a.m. on 15 June 2021 (or such later time and/or date as may be agreed between the Company, finnCap and Peel Hunt, being no later than 8.00 a.m. on 30 June 2021). No temporary document of title will be issued.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of the Circular to be sent to Shareholders and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares after Admission.

Placing and Open Offer Agreement

Pursuant to the terms of the Placing and Open Offer Agreement, finnCap and Peel Hunt, as joint brokers for the Company, have agreed to use their reasonable endeavours to procure subscribers for the New Ordinary Shares.

The Placing and Open Offer Agreement is conditional upon, among other things, the conditions set out above and none of the warranties or undertakings given to finnCap and Peel Hunt prior to Admission being or becoming untrue, inaccurate or misleading.

The Placing and Open Offer Agreement contains customary warranties given by the Company in favour of finnCap and Peel Hunt in relation to, among other things, the accuracy of the information in this Announcement and the Circular and other matters relating to the Group and its business.

In addition, the Company has agreed to indemnify finnCap (and its affiliates) and Peel Hunt (and its affiliates) in relation to certain liabilities which they may incur in respect of the Firm Placing and the Placing and Open Offer.

Each of finnCap and Peel Hunt has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a 'material adverse change' (as defined in the Placing and Open Offer Agreement).

Restriction on the Open Offer

The Open Offer has been limited to £1.0 million (approximately) in order to avoid the Company having to incur the material cost of producing a prospectus and to avoid the significant delay in having to obtain the FCA's approval of such a prospectus (prior to its publication). Whilst an exemption from having to publish a prospectus is available under section 86(1)(e) FSMA for offers of up to €8 million, this exemption requires there to be taken into account any offer by the Company of the same class of securities which was open at any time within the 12 month period ending with the date on which the Open Offer is made - and the Company made an Open Offer in 2020 of £6 million (which was open until 25 June 2020).

 

Use of Proceeds

Balance sheet strengthening and costs of transaction:

 

 

· Immediate significant reduction in net bank debt to more appropriate level of gearing

· Targeting FY23 net bank debt : FY23 IAS 17 EBITDA of = 1x as estate refurbishment /expansion plan is executed

· Deleveraging of net bank debt by £10 million

£11.0 million

Acceleration of site refurbishments

· Accelerate re-commencement of estate refurbishment programme

· Additional 15 bars identified Average cost of £165,000 per site

· Targeting ROI of 50%+

£2.5 million

Recommencement of estate roll out

· Provides business with financial firepower to take advantage of favourable market conditions

· Enhanced negotiating position, enabling faster site acquisition execution

· Three new sites at a cost of c.£0.83 million per site - targeting ROI of 25%+

· Five further new sites at a cost of c.£1 million per site - targeting ROI of 25%+

· Well positioned to capitalise on a transformed marketplace

.

£7.5 million

 

The Board has a strong and supportive relationship with the Group's bank, NatWest, which has agreed to reduce the size of the NatWest Facilities by £7.0 million (to be applied as to £3.7 million in the reduction of the Revolving Credit Facility and as to £3.3 million in the reduction of the CLBILS Facilities), notwithstanding the £10.0 million raised pursuant to the Fundraising to repay the Group's indebtedness, thereby allowing the Group to retain an additional £3.0 million of headroom in the NatWest Facilities as the Group moves into a more regular trading environment.

Effect of the Fundraising

Upon completion of the Fundraising, the New Ordinary Shares will represent approximately 45.6 per cent. of the Enlarged Share Capital.

Dilutive Impact of the Fundraising

The proposed issue of the New Ordinary Shares pursuant to the Fundraising will dilute existing shareholdings of Shareholders. Qualifying Shareholders will be able to reduce the extent of this dilution by applying for Open Offer Shares under the Open Offer.

The maximum dilution which a Shareholder will be subject to if such Shareholder does not participate in the Open Offer, as a result of completion of the Fundraising, is 45.6 per cent.

 

This Announcement should be read in its entirety.

 



 

DEFINITIONS

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

" 29.9 per cent. Aggregate Limit "

a restriction on any Shareholder acquiring any New Ordinary Shares pursuant to the Firm Placing and/or the Placing and Open Offer which would, when aggregated with any existing interests in shares held by such Shareholder, result in such Shareholder holding an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of the Company

"Admission"

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM"

AIM, the market of that name operated by the London Stock Exchange

"AIM Rules"

the 'AIM Rules for Companies' published by the London Stock Exchange from time to time

"Announcement"

this announcement issued by the Company dated 25 May 2021 announcing the Firm Placing, the Placing and Open Offer

"Appendix"

the appendix to the Announcement setting out the terms and conditions of the Firm Placing and the Placing

"Application Form"

the application form which is to accompany the Circular to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer

"Basic Entitlement"

the Open Offer Shares for which a Qualifying Shareholder is entitled to subscribe under the Open Offer calculated on the basis of 1 Open Offer Shares for every 25 Existing Ordinary Shares held by that Qualifying Shareholder as at the Record Date

"Board " or "Directors"

the board of directors of the Company from time to time

"Bookbuild"

the accelerated bookbuilding process which will be launched immediately following this Announcement

"Brokers"

finnCap and Peel Hunt, the brokers to the Firm Placing and the Placing

"certificated" or "in certificated form"

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

"Circular"

the circular to be posted to shareholders of the Company shortly in relation to the Fundraising

"Closing Price"

the closing mid-market price of an Ordinary Share as derived from the London Stock Exchange's Daily Official List

"CLBILS"

the UK Government's Coronavirus Large Business Interruption Loan Scheme

"CLBILS Facilities"

the aggregate £19.5 million CLBILS term loan facilities made available to the Company by NatWest

"Company" or "Revolution"

Revolution Bars Group plc, a public limited company incorporated in England and Wales under registered number 08838504

"Conditional Placee"

any person procured by the Brokers who has agreed to conditionally subscribe for Open Offer Shares (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer) pursuant to the Placing

"CREST"

the relevant system (as defined in the CREST Regulations) which enables title to units of relevant securities (as defined in the CREST Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended

"Directors"

the directors of the Company at the date of this Announcement, being Keith Edelman, Rob Pitcher, Danielle Davies, Jemima Bird and William Tuffy

"Enlarged Share Capital"

the entire issued share capital of the Company following Admission, assuming no other Ordinary Shares are issued between the date of this Announcement and Admission and assuming 105,001,866 New Ordinary Shares are issued

"Euroclear"

Euroclear UK & Ireland Limited, the operator (as defined in the CREST Regulations) of CREST

"Excess Applications"

applications pursuant to the Excess Application Facility

"Excess Application Facility"

the mechanism whereby a Qualifying Shareholder, who has taken up his Basic Entitlement in full, can apply for Excess Shares up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to a Qualifying Shareholder's Basic Entitlement, as will be more fully set out in the Circular

"Excess CREST Open Offer Entitlements"

in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions to be set out in the Circular

"Excess Open Offer Entitlement"

in respect of each Qualifying Shareholder, the entitlement (in addition to his Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions to be set out in the Circular

"Excess Shares"

Open Offer Shares which are not taken up by Qualifying Shareholders pursuant to their Basic Entitlements and which are offered to Qualifying Shareholders under the Excess Application Facility

"Excluded Overseas Shareholders"

other than as agreed by the Company, finnCap and Peel Hunt or as permitted by applicable law, Shareholders who are located or have registered addresses in a Restricted Jurisdiction

"Ex-entitlement Date"

7.00 a.m. on 27 May 2021, being the time when the Existing Ordinary Shares are expected to be marked 'ex-entitlement 'by the London Stock Exchange

"Existing Ordinary Shares"

the 125,046,654 O rdinary Shares of 0.1 pence each in the capital of the Company in issue on 24 May 2021 (being the Latest Practicable Date)

"FCA"

the Financial Conduct Authority

"finnCap"

finnCap Ltd, the Company's nominated adviser (in accordance with the AIM Rules) and joint broker in connection with the Firm Placing, the Placing and Open Offer

"Firm Placee"

any person who has agreed to subscribe for the Firm Placing Shares pursuant to the Firm Placing

"Firm Placing"

the firm placing by the Brokers (on behalf of the Company) of the Firm Placing Shares as described in this Announcement

"Firm Placing Shares"

100,000,000 new Ordinary Shares to be issued by the Company pursuant to the Firm Placing

"Form of Proxy"

the form of proxy which will accompany the Circular for use by Shareholders in relation to the General Meeting

"FSMA"

the Financial Services and Markets Act 2000, as amended

"Fundraising"

together, the Firm Placing and the Placing and Open Offer

"Fundraising Resolutions"

the resolutions to be proposed at the General Meeting and required to be passed by Shareholders in order to complete the Fundraising

"General Meeting"

the general meeting of the Company to be held for the purposes of the Fundraising

"Group"

the Company, its subsidiaries and subsidiary undertakings

"HMRC"

Her Majesty's Revenue and Customs

"Issue Price"

2 0 pence per New Ordinary Share

"Latest Practicable Date"

24 May 2021 (being the latest practicable date prior to the date of this Announcement)

"London Stock Exchange"

London Stock Exchange plc

"MAR"

the EU Market Abuse Regulation (EU No 596/2014) (as amended) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and other implementing measures

"NatWest"

National Westminster Bank Plc

"NatWest Facilities"

the Revolving Credit Facility and the CLBILS Facilities

"New Ordinary Shares"

the Ordinary Shares to be issued by the Company pursuant to the Firm Placing and the Placing and Open Offer

"Notice of General Meeting"

the notice of the General Meeting which will be set out in the Circular

"Open Offer"

the conditional invitation by the Company to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions to be set out in the Circular (and in the case of the Qualifying Non-CREST Shareholders only, the Application Form)

"Open Offer Entitlements"

an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer (and, for the avoidance of doubt, references to "Open Offer Entitlements" include Basic Entitlements and Excess Open Offer Entitlements)

"Open Offer Shares"

the 5,001,86 6 new Ordinary Shares for which Qualifying Shareholders will be invited to apply to be issued pursuant to the terms of the Open Offer

"Ordinary Shares"

ordinary shares of 0.1 pence each in the capital of the Company

"Overseas Shareholders"

Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom

"Peel Hunt"

Peel Hunt LLP, the Company's joint broker in connection with the Firm Placing and the Placing and Open Offer

"Placee"

a Conditional Placee or a Firm Placee

"Placing"

the conditional placing by the Brokers (on behalf of the Company) of the Open Offer Shares (subject to clawback to satisfy Open Offer Entitlements taken up by Qualifying Shareholders under the Open Offer) as described in this Announcement

"Placing and Open Offer"

together, the Placing and Open Offer as described in this Announcement

"Placing and Open Offer Agreement"

the placing and open offer agreement dated 25 May 2021 made between the Company and the Brokers in relation to the Firm Placing and the Placing and Open Offer

"Prospectus Regulation"

the EU Prospectus Regulation (EU No 2017/129) as amended, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and other implementing measures

"Qualifying CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form

"Qualifying Non-CREST Shareholders"

Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders

"Record Date"

5.00 p.m. on 26 May 2021

"Regulatory Information Service" or "RIS"

has the meaning given in the AIM Rules

"Restricted Jurisdictions"

each and any of the United States, Australia, Canada, New Zealand, Japan and the Republic of South Africa

"Revolving Credit Facility"

the revolving credit facility made available to the Company by NatWest

"Shareholders"

the holders of Ordinary Shares for the time being (each individually a "Shareholder")

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

"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 States" or "U.S."

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 



 

APPENDIX

TERMS AND CONDITIONS OF THE FIRM PLACING AND THE PLACING (TOGETHER THE "EQUITY PLACINGS")

IMPORTANT INFORMATION ON EACH OF THE EQUITY PLACINGS FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE EQUITY PLACINGS. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS " ANNOUNCEMENT " ) (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE " EEA " ), 'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED FROM TIME TO TIME (THE " EU PROSPECTUS REGULATION " ); (B) IF IN THE UNTED KINGDOM, 'QUALIFIED INVESTORS' AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE " UK PROSPECTUS REGULATION " ) AND WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE " ORDER " ) OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, (C) IN SWITZERLAND, ANY PERSON WHO IS DEEMED A 'REGULATED QUALIFIED INVESTOR' AS DEFINED IN THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES OF 23 JULY 2006 ("CISA") AND ITS IMPLEMENTING ORDINANCE OR (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED OR (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B), (C) AND (D) TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS " ).

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

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the " US Securities Act " ) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States.

This Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such release publication or distribution would be unlawful.

Each Placee should consult with its own advisors as to legal, tax, business and related aspects of a subscription for New Ordinary Shares.

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

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for any securities in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.

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, the Japanese Ministry of Finance or the Financial Markets Authority in New Zealand; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the EEA.

With regards to investors domiciled in Switzerland, this Announcement does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations ("CO") or a listing prospectus according to Article 32 et seq. of the Listing Rules of the SWX Swiss Exchange and may not comply with the information standards required thereunder. The Company will not apply for a listing of the New Ordinary Shares on any Swiss stock exchange. The New Ordinary Shares may not be publicly offered, distributed or redistributed on a professional basis in or from Switzerland, and neither document nor any other solicitation for investments in the New Ordinary Shares may be communicated or distributed in Switzerland in any way that could constitute a public offering within the meaning of Articles 652a or 1156 of the CO. Without limitation to the generality of the foregoing, the New Ordinary Shares may not be offered to any person in Switzerland who is not a 'qualified investor' within the meaning of article 10(3) of the CISA.

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

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 Bookbuild and/or the Equity Placings, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring New Ordinary Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

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

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

2.   in the case of a Relevant Person in the United Kingdom who acquires any New Ordinary Shares pursuant to the Equity Placings:

(a)   it is a 'Qualified Investor' within the meaning of Article 2(e) of the UK Prospectus Regulation;

(b)   if it is not a 'Qualified Investor' within the meaning of Article 2(e) of the UK Prospectus Regulation, its participation in the Equity Placings has been specifically agreed with the Brokers in writing;

(c)   in the case of any New Ordinary Shares acquired by it as a 'financial intermediary', as that term is used in Article 5(1) of the UK Prospectus Regulation:-

(i)   the New Ordinary Shares acquired by it in the Equity Placings have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than 'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus Regulation) or in circumstances in which the prior consent of the Brokers have been given to the offer or resale;

(ii)   where New Ordinary Shares have been acquired by it on behalf of persons in the United Kingdom other than 'Qualified Investors' (within the meaning of Article 2(e) of the UK Prospectus Regulation), the offer of those New Ordinary Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

3.   in the case of a Relevant Person in a member state of the EEA (each, a " Relevant Member State " ) who acquires any New Ordinary Shares pursuant to the Equity Placings:

(a)   it is a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;

(b)   if it is not a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation, its participation in the Equity Placings has been specifically agreed with the Brokers in writing;

(c)   in the case of any New Ordinary Shares acquired by it as a 'financial intermediary', as that term is used in Article 5(1) of the EU Prospectus Regulation:-

(i)   the New Ordinary Shares acquired by it in the Equity Placings have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than 'Qualified Investors' (within the meaning of Article 2(e) of the EU Prospectus Regulation) or in circumstances in which the prior consent of the Brokers have been given to the offer or resale;

(ii)   where New Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than 'Qualified Investors' (within the meaning of Article 2(e) of the EU Prospectus Regulation), the offer of those New Ordinary Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4.   it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it has authority to exercise, and is exercising, investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;

5.   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;

6.   except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any person on whose account it is acting, as referred to in paragraph 4 above) is located outside the United States and is acquiring the New Ordinary Shares in an 'offshore transaction' as defined in, and in accordance with, Regulation S under the US Securities Act ( " Regulation S " ); and

7.   it has not offered, sold or delivered and will not offer to sell or deliver any of the New Ordinary Shares to persons within the United States, directly or indirectly; neither it, its affiliates, nor any persons acting on its behalf, have engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the New Ordinary Shares; and it is not taking up the New Ordinary Shares for resale in or into the United States.

No prospectus

The New Ordinary 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 any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Equity Placings or the New Ordinary Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the New Ordinary Shares and the Equity Placings based on the information contained in this Announcement, the announcement of the closing of the Equity Placings (the " Bookbuild Results Announcement " ) (together, the " Placing Documents " ) and any other information publicly announced through a regulatory information service ( " RIS " ) by or on behalf of the Company on or prior to the date of this Announcement (the " Publicly Available Information " ) and subject to any further terms set forth in the contract note sent to individual Placees.

Each Placee, by participating in the Equity Placings, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Brokers or the Company or any other person and none of the Brokers, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Equity Placings based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Equity Placings. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the New Ordinary Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

The Brokers are acting as joint Brokers in connection with the Equity Placings and have today entered into the Placing and Open Offer Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing and Open Offer Agreement, the Brokers, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure placees for up to 105,001,866 Ordinary Shares (the " New Ordinary Shares " ).

The final number of New Ordinary Shares at the Issue Price will be determined following completion of the Bookbuild as set out in this Announcement.

The Firm Placing Shares are not subject to clawback and do not form part of the Placing.

The Open Offer Shares are being offered pursuant to the Placing, subject to clawback in respect of valid applications received for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer.

Further details of the placing procedure and terms on which the Firm Placing Shares and Open Offer Shares are being offered are set out below.

The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application for Admission to AIM

Application will be made to London Stock Exchange plc (the " London Stock Exchange " ) for the admission of the New Ordinary Shares to trading on AIM ( " Admission " ).

It is expected that Admission of the New Ordinary Shares will occur at 8.00 a.m. on 15   June 2021 (or such later time and/or date as the Brokers may agree with the Company) and that dealings in the New Ordinary Shares on AIM will commence at that time.

Bookbuild

The Brokers will today commence the Bookbuild to determine demand for New Ordinary Shares by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Equity Placings. No commissions will be paid to Placees or by Placees in respect of any New Ordinary Shares.

The Brokers shall be entitled to effect the Equity Placings by such alternative method to the Bookbuild as they may, in their absolute discretion following consultation with the Company, determine.

Participation in, and principal terms of, the Equity Placings

1.   The Brokers are arranging the Equity Placings severally, and not jointly, or jointly and severally, as Brokers and placing agents of the Company. Participation in the Equity Placings will only be available to persons who may lawfully be, and are, invited to participate by either of the Brokers. Each of the Brokers may itself agree to be a Placee in respect of all or some of the New Ordinary Shares or may nominate any member of its group to do so.

2.   The number of Firm Placing Shares and Open Offer Shares will be agreed by the Brokers (in consultation with the Company) following completion of the Bookbuild. The number of Firm Placing Shares and Open Offer Shares (subject to clawback) to be issued will be announced on an RIS following the completion of the Bookbuild via the Bookbuild Results Announcement.

3.   To participate in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at the relevant Broker. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to subscribe for at the Issue Price. The Brokers reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids will be at the Brokers' absolute discretion, subject to agreement with the Company.

4.   The Bookbuild is expected to close no later than 6.00 p.m. today but may be closed earlier or later at the sole discretion of the Brokers. The Brokers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Brokers) to reduce the number of New Ordinary Shares to be issued pursuant to the Equity Placings, in its absolute discretion.

5.   Allocations of the Firm Placing Shares and the Open Offer Shares will be determined by the Brokers after consultation with the Company (the proposed allocations having been supplied by the Brokers to the Company in advance of such consultation). Allocations in respect of the Firm Placing Shares and the Open Offer Shares will be confirmed orally by the Brokers and a contract note will be despatched as soon as possible thereafter. A Broker's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of the Brokers and the Company, on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association to subscribe for such number of New Ordinary Shares as are confirmed by the Brokers and to pay in cleared funds an amount equal to the number of Firm Placing Shares and, once apportioned after clawback in accordance with procedure outlined below, any Open Offer Shares for which such Placee has agreed to subscribe. Except with the relevant Broker's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

6.   As set out above, each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by the relevant Broker. The terms of this Appendix will be deemed incorporated in that contract note. Placees must note that the allocation and commitment in respect of Open Offer Shares allocated to a Placee in the Placing will be subject to scale back, depending on the number of Open Offer Shares to be issued in order to satisfy valid applications received from Qualifying Shareholders.

7.   Irrespective of the time at which a Placee's allocation pursuant to the Equity Placings is confirmed, settlement for all New Ordinary Shares to be subscribed for pursuant to the Equity Placings will be required to be made at the same time, on the basis explained below under the heading 'Registration and Settlement'.

8.   All obligations under the Bookbuild and/or the Equity Placings will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under the heading 'Conditions of the Equity Placings' and to the Equity Placings not being terminated on the basis referred to below under 'Right to terminate under the Placing and Open Offer Agreement'.

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

10.   To the fullest extent permissible by law and the applicable rules of the FCA, neither the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Brokers' conduct of the Equity Placings or of such alternative method of effecting the Equity Placings as the Brokers and the Company may determine.

11.   The New Ordinary Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for New Ordinary Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Equity Placings and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Brokers' conduct of the Equity Placings.

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

Conditions of the Equity Placings

The Equity Placings are conditional upon the Placing and Open Offer Agreement becoming unconditional and not having been terminated in accordance with its terms. The Brokers' obligations under the Placing  Agreement are conditional on customary conditions including (amongst others) (the " Conditions " ):

1.   the publication and dispatch of the Circular by the Company by 5.00 p.m. on 27   May 2021 (or such later time and date as the Company and the Brokers may agree);

2.   the passing of the resolutions required to complete the Firm Placing and the Placing and Open Offer to be set out in the Notice of General Meeting (without material amendment);

3.   the Company having complied with all of its material obligations under the Placing  Agreement which fall to be performed or satisfied on or prior to Admission;

4.   none of the warranties contained in the Placing and Open Offer Agreement, in the opinion of the Brokers, being untrue or inaccurate or misleading at the date of the Placing and Open Offer Agreement or becoming untrue or inaccurate or misleading at any time between such date and Admission by reference to the facts and circumstances from time to time subsisting;

5.   Admission occurring no later than 8.00 a.m. on 15   June 2021 (or such later time and/or date, not being later than 8.00 a.m. on 30   June 2021, as the Brokers may otherwise agree with the Company) (the " Closing Date " ).

The Brokers (if they both agree) may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of certain such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing and Open Offer Agreement relating to (amongst other things) Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Brokers by the relevant time or date specified (or such later time or date as the Company and the Brokers may agree); or (ii) the Placing and Open Offer Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing and Open Offer Agreement', the Equity Placings will not proceed and the Placees' rights and obligations hereunder in relation to the New Ordinary Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither of the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision 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 Equity Placings, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Equity Placings generally, and by participating in the Equity Placings each Placee agrees that any such decision is within the absolute discretion of the Brokers.

Each of the Brokers is entitled, at any time before Admission, to terminate its obligations under the Placing and Open Offer Agreement in accordance with its terms in certain circumstances, including, inter alia, if at time before  Admission:-

1.   in the opinion of the Brokers, the Company has failed in any material respect to comply with any of its obligations under the Placing and Open Offer Agreement which the Brokers consider to be material in the context of the Fundraising;

2.   any of the warranties or undertakings contained in the Placing and Open Offer Agreement is not, or has ceased to be, true and accurate in any material respects and not misleading (or would not be true and accurate in all material respects and not misleading if then repeated) by reference to the facts subsisting at the time;

3.   there has occurred, in the opinion of the Brokers , a material adverse change (whether or not foreseeable at the date of the Placing  Agreement); or

4.   the occurrence of certain force majeure events (including a significant worsening in the UK in the spread or rate of infection of, or deaths directly due to, the COVID-19 coronavirus pandemic), the effect of which is such as to make it, in the opinion of the Brokers, impracticable or inadvisable to proceed with the Fundraising in the manner contemplated in the Placing and Open Offer Agreement or Admission.

Upon termination, such terminating Broker shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing and Open Offer Agreement, subject to certain exceptions. If both Brokers terminate their obligations under the Placing and Open Offer Agreement, then the Placing and Open Offer Agreement shall cease and terminate and the Equity Placings will not proceed.

By participating in the Equity Placings, each Placee agrees that (i) the exercise by either of the Brokers of any right of termination or of any other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of such Broker and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise and (ii) its rights and obligations terminate only in the circumstances described above under the heading 'Right to terminate under the Placing and Open Offer Agreement' and the heading 'Conditions of the Equity Placings', and its participation will not be capable of rescission or termination by it after oral confirmation by the Brokers of the allocation and commitments following the close of the Bookbuild.

Lock-up Arrangements

The Company has undertaken to the Brokers that, between the date of the Placing  Agreement and 90 days after Admission, it will not offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any shares of the Company, or any securities convertible into or exchangeable or carrying rights to acquire other shares of the Company, whether settled in cash or otherwise, without prior consent from the Brokers. However, this undertaking shall not prevent or restrict the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice).

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

Placing Procedure

Placees shall acquire the Firm Placing Shares to be issued pursuant to the Firm Placing and Open Offer Shares to be issued pursuant to the Placing (after clawback) and any allocation of the Firm Placing Shares and Open Offer Shares (subject to clawback) to be issued pursuant to the Equity Placings will be notified to them on or around 26 May 2021 (or such other time and/or date as the Company and the Brokers may agree).

Placees will be called upon to subscribe for, and shall subscribe for, the Open Offer Shares only to the extent that valid applications by Qualifying Shareholders under the Open Offer are not received by 11.00 a.m. on 11 June 2021 (or by such later time and/or date as the Company may agree with the Brokers) or if applications have otherwise not been deemed to be valid in accordance with the terms and conditions of the Circular and, in respect of qualifying non-CREST holders only, the Application Form.

Payment in full for any Firm Placing Shares and Open Offer Shares so allocated in respect of the Equity Placings at the Issue Price must be made by no later than 11.00 am on 11 June 2021 (or such other date as shall be notified to each Placee by the Brokers) on the closing date for the Open Offer (or such other time and/or date as the Company and the Brokers may agree). The Brokers will notify Placees if any of the dates in these terms and conditions should change, including as a result of delay in the crediting of the Open Offer Entitlements in CREST, Admission or otherwise.

Registration and Settlement

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BVDPPV41) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ( " CREST " ), subject to certain exceptions. The Brokers reserve the right to require settlement for, and delivery of, the New Ordinary Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated New Ordinary Shares in the Equity Placings will be sent a contract note in accordance with the standing arrangements in place with the relevant Broker stating the number of New Ordinary Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to the Broker and settlement instructions (subject, in the case of the Open Offer Shares, to clawback). Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the New Ordinary Shares that it has in place with the relevant Broker.

The Company will deliver the New Ordinary Shares to a CREST account operated by the relevant Broker as agent for the Company and the relevant Broker will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant New Ordinary Shares to that Placee against payment.

It is anticipated that settlement in respect of the New Ordinary Shares will take place on 15 June 2021 on a delivery versus payment basis.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the London Interbank Offered Rate ( " LIBOR ") as determined by the Brokers.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Broker may sell any or all of the New Ordinary Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Brokers' account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such New Ordinary Shares on such Placee's behalf.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as New Ordinary Shares are issued 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 New Ordinary Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the New Ordinary Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares), none of the Brokers nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Equity Placings each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Brokers (in their capacity as Brokers and placing agents of the Company in respect of the Equity Placings) and the Company, in each case as a fundamental term of their application for New Ordinary Shares, the following:

1.   it has read and understood this Announcement in its entirety and its subscription for New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with the Equity Placings, the Company, the New Ordinary Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2.   the person whom it specifies for registration as holder of the New Ordinary Shares will be (a) itself or (b) its nominee, as the case may be. None of the Brokers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ( " Indemnified Taxes " ). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company and the Brokers on an after-tax basis in respect of any Indemnified Taxes;

3.   neither the Brokers nor any of their respective affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person (other than the relevant Broker) in connection with the Equity Placings;

4.   time is of the essence as regards its obligations under this Announcement;

5.   any document that is to be sent to it in connection with the Equity Placings will be sent at its risk and may be sent to it at any address provided by it to the Brokers;

No distribution of Announcement

6.   it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Equity Placings (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such materials to any person;

No prospectus

7.   no prospectus or other offering document is required under the UK Prospectus Regulation or the EU Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Equity Placings or the New Ordinary Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Equity Placings or the New Ordinary Shares;

Purchases by Brokers for their own account

8.   in connection with the Equity Placings, the Brokers and any of their affiliates acting as an investor for its own account may subscribe for New Ordinary Shares in the Company and in that capacity may retain, purchase or sell for its own account such New Ordinary Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Equity Placings. Accordingly, references in this Announcement to the New Ordinary Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to each of the Brokers or any of their affiliates acting in such capacity;

9.   each of the Brokers and their affiliates may enter into financing arrangements and swaps with investors in connection with which each of the Brokers and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the New Ordinary Shares;

10.   the Brokers do not intend to disclose the extent of any investment or transactions referred to in paragraphs 8 and 9 above otherwise than in accordance with any legal or regulatory obligation to do so;

11.   the Brokers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing  Agreement;

12.   its participation in the Equity Placings is on the basis that it is not and will not be a client of any of the Brokers in connection with its participation in the Equity Placings and that the Brokers have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Equity Placings nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing  Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

No responsibility of the Brokers for information

13.   the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Broker nor their respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Equity Placings based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

Reliance on information regarding the Equity Placings

14.  

(a)   the only information on which it is entitled to rely on and on which such Placee has relied in committing itself to subscribe for New Ordinary Shares is contained in this Announcement, or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 14(a)), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the New Ordinary Shares;

(b)   it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by any of the Brokers or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Equity Placings or the New Ordinary Shares or the accuracy, completeness or adequacy of any information contained in this Announcement, or the Publicly Available Information or otherwise;

(c)   none of the Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the New Ordinary Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of the Brokers, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information; and

(d)   none of the Brokers or the Company will be liable for any Placee's decision to participate in the Equity Placings based on any other information, representation, warranty or statement,

provided that nothing in this paragraph 14 excludes the liability of any person for fraudulent misrepresentation made by that person;

15.   it may not rely, and has not relied, on any investigation that the Brokers, any of their affiliates or any person acting on their behalf, may have conducted with respect to the New Ordinary Shares, the terms of the Equity Placings or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Equity Placings, the New Ordinary Shares or the accuracy, completeness or adequacy of the information in this Announcement, the Publicly Available Information or any other information;

16.   in making any decision to subscribe for New Ordinary Shares it:-

(a)   has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the New Ordinary Shares;

(b)   will not look to the Brokers for all or part of any such loss it may suffer;

(c)   is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the New Ordinary Shares;

(d)   is able to sustain a complete loss of an investment in the New Ordinary Shares;

(e)   has no need for liquidity with respect to its investment in the New Ordinary Shares;

(f)   has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the New Ordinary Shares; and

(g)   has conducted its own due diligence, examination, investigation and assessment of the Company, the New Ordinary Shares and the terms of the Equity Placings and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Equity Placings;

17.   the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

Capacity and authority

18.   it is subscribing for the New Ordinary Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;

19.   it is acting as principal only in respect of the Equity Placings or, if it is acting for any other person, it is:

(a)   duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and

(b)   and will remain liable to the Company and/or the Brokers for the performance of all its obligations as a Placee in respect of the Equity Placings (regardless of the fact that it is acting for another person);

20.   it and any person acting on its behalf is entitled to subscribe for the New Ordinary Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of New Ordinary Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Equity Placings 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 and that it has not taken any action or omitted to take any action which will or may result in the Brokers, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Equity Placings;

21.   where it is subscribing for New Ordinary Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the New Ordinary Shares for each managed account;

22.   it irrevocably appoints any duly authorised officer of each Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the New Ordinary Shares for which it agrees to subscribe for upon the terms of this Announcement;

Excluded territories

23.   the New Ordinary Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the New Ordinary Shares under the securities laws or legislation of the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa, or any state, province, territory or jurisdiction thereof;

24.   the New Ordinary Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, the Brokers or any person acting on behalf of the Company or the Brokers that would, or is intended to, permit a public offer of the New Ordinary Shares in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

25.   unless otherwise specifically agreed with the Brokers, it is not and at the time the New Ordinary Shares are subscribed for, neither it nor the beneficial owner of the New Ordinary Shares will be, a resident of, nor have an address in, Australia, Japan, New Zealand, the Republic of South Africa or any province or territory of Canada;

26.   it may be asked to disclose in writing or orally to the Brokers:

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

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

27.   it, and any prospective beneficial owner for whose account or benefit it is purchasing the New Ordinary Shares, is (i) located outside the United States and is acquiring the New Ordinary Shares in an 'offshore transaction' as defined in, and in accordance with, Regulation S; (ii) has not been offered to purchase or subscribe for New Ordinary Shares by means of any "directed selling efforts" as defined in Regulation S;

28.   it understands that the New Ordinary Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the US Securities Act, or pursuant to an exemption from the registration requirements of the US Securities Act and in accordance with applicable state securities laws;

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

Compliance with selling restrictions, the EU Prospectus Regulation and the UK Prospectus Regulation

30.   if in the United Kingdom, it is a Relevant Person and unless otherwise specifically agreed with the Brokers in writing, it is a Qualified Investor (as such term is defined in Article 2(e) of the UK Prospectus Regulation);

31.   if in a Relevant Member State, it is a Relevant Person and unless otherwise specifically agreed with the Brokers in writing, it is a Qualified Investor (as such term is defined in Article 2(e) of the EU Prospectus Regulation);

32.  if it is domiciled in Switzerland, it is a 'regulated qualified investor' as defined in the CISA and its implementing ordinance;

33.   it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom except to 'Qualified Investors' (as such term is defined in Article 2(e) of the UK Prospectus Regulation) or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation;

34.   it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in a Relevant Member State except to 'Qualified Investors' (as such term is defined in Article 2(e) of the EU Prospectus Regulation)  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 EEA or the United Kingdom within the meaning of the EU Prospectus Regulation;

35.   if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the New Ordinary Shares subscribed for by it in the Equity Placings 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 the United Kingdom other than 'Qualified Investors' (as such term is defined in Article 2(e) of the UK Prospectus Regulation), or in circumstances in which the prior consent of the Brokers has been given to each proposed offer or resale;

36.   if a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the New Ordinary Shares subscribed for by it in the Equity Placings 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 Relevant Member State other than 'Qualified Investors' (as such term is defined in Article 2(e) of the EU Prospectus Regulation), or in circumstances in which the prior consent of the Brokers has been given to each proposed offer or resale;

Compliance with FSMA, the UK financial promotion regime and UK MAR

37.   if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of 'investment professionals' in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ( " High Net Worth Companies, Unincorporated Associations, etc " ) of the Order, or (iii) to whom it may otherwise lawfully be communicated;

38.   it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

39.   it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the New Ordinary Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by either Broker in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

40.   it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the New Ordinary Shares (including all applicable provisions in FSMA and Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and any other implementing measures ( " UK MAR " )) in respect of anything done in, from or otherwise involving, the United Kingdom);

Compliance with laws

41.   if it is a pension fund or investment company, its subscription for New Ordinary Shares is in full compliance with applicable laws and regulations;

42.   it is not a (i) a person named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (ii) a person subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations;

43.   it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the " Regulations " ) and the Money Laundering Sourcebook of the FCA 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;

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

45.   the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares into a clearance service;

Undertaking to make payment

46.   it (and any person acting on its behalf) has the funds available to pay for the New Ordinary Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the New Ordinary Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other subscribers or sold as the Brokers may in their sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of New Ordinary Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's New Ordinary Shares;

47.   any money held in an account with the relevant Brokers on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the relevant Broker's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

Allocation

48.   its allocation (if any) of New Ordinary Shares will represent a maximum number of New Ordinary Shares which it will be entitled, and required, to subscribe for, and that the Brokers or the Company may call upon it to subscribe for a lower number of New Ordinary Shares (including, in the case of the Placing, if scaled back due to clawback), but in no event in aggregate more than the aforementioned maximum;

No recommendation

49.   none of the Brokers, nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Equity Placings;

Inside information

50.   if it has received any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Equity Placings, it confirms that it has received such information within the market soundings regime provided for in article 11 of UK MAR and associated delegated regulations and it has not:

(a)   used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b)   used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

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

Rights and remedies

51.   the rights and remedies of the Company and the Brokers under the terms and conditions in this Announcement are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and

Governing law and jurisdiction

52.   these terms and conditions of the Equity Placings and any agreements entered into by it pursuant to the terms and conditions of the Equity Placings, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with any interest chargeable thereon) may be taken by either the Company or the Brokers 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.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as each of the Brokers and are irrevocable. The Brokers, the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and the Brokers to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

Indemnity

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

Taxation

The agreement to allot and issue New Ordinary Shares to Placees (and/or to persons for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the New Ordinary Shares in question. Such agreement also assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor the Brokers will be responsible and the Placees shall indemnify the Company and the Brokers on an after-tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or the Brokers in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Brokers accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for New Ordinary Shares.

The Company and the Brokers are not liable to bear any taxes that arise on a sale of New Ordinary Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Brokers and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold each of the Brokers and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

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, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any New Ordinary Shares or the agreement by them to subscribe for, acquire, transfer or sell any New Ordinary Shares.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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 New Ordinary Shares to be issued pursuant to the Equity Placings will not be admitted to trading on any stock exchange other than AIM.

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.

 

 

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