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PureCircle Limited (PURE)

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Tuesday 14 May, 2019

PureCircle Limited

Proposed Placing of New Ordinary Shares

RNS Number : 0223Z
PureCircle Limited
14 May 2019
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (AS DEFINED HEREIN), AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU). UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

PureCircle Limited

("PureCircle" or the "Company")

PROPOSED PLACING OF NEW ORDINARY SHARES

 

14 May 2019

Key highlights

  • Proposed placing of new ordinary shares in the Company at a price of £2.80 per share
  • 8,750,000 new ordinary shares are committed to be subscribed for by certain existing shareholders of the Company
  • A further 302,377 new ordinary shares are to be subscribed by certain Directors and senior executives of the Company
  • Today's fundraise will give PureCircle greater financial flexibility to undertake a number of new projects, accelerating PureCircle's growth by broadening its reach and increasing penetration with existing and new customers
  • Current year trading has delivered good growth to end of Q3
  • Pleased to announce: the renewal of our supply agreement with Merisant, leading producers of low and zero-calorie table-top sweeteners; and entry into a new stevia supply agreement with IFF, a leading flavour house

 

Proposed Placing

PureCircle today announces a non pre-emptive placing of new ordinary shares in the Company (the "Placing Shares") to certain institutional and other investors, including Directors and senior executives of the Company (the "Placing") at a price of £2.80 per Placing Share (the "Placing Price"). Save as described below, the Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement (together with the appendix to this announcement (the "Appendix"), the "Announcement") and will be subject to the terms and conditions set out in the Appendix.  The Placing will be effected pursuant to existing shareholder authorities of the Company (to issue up to 17,420,000 new shares on a non pre-emptive basis) granted at the Company's annual general meeting on 30 November 2018.

As part of the fundraise, Alwaha Fund Limited, Halfmoon Bay Capital Limited, Asian Investment Management Services Ltd and Portola Group Limited, certain existing shareholders of the Company (the "Subscribers"), have entered into conditional subscription letters with the Company pursuant to which they have agreed to subscribe, in aggregate, for 8,750,000 new ordinary shares in the Company (the "Subscription Shares") representing approximately 5 per cent. of the Company's existing issued ordinary share capital (the "Subscription") at the Placing Price. The Subscription Shares will be subscribed for on the basis agreed with the Subscribers pursuant to subscription letters rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.

Additionally, certain Directors of the Company and other senior executives have agreed to participate in the Placing. In particular, Rosemarie S. Andolino, John Gibney, Magomet Malsagov, Rakesh Sinha, John Slosar, Stephane Ducroux and Lai Hock Meng (Peter Lai) have agreed to subscribe for 302,377 Placing Shares at the Placing Price. Further details of the participation by the Subscribers and the Directors will be set out in the announcement to be made on the closing of the Bookbuild, which is expected to be made by 9:00 a.m. on 15 May 2019.

Numis Securities Limited ("Numis") has been appointed as sole bookrunner in respect of the Placing. 

In addition, PureCircle is today providing an update on Q3 trading to 31 March 2019, with further detail provided below.

 

Background to and reasons for the Placing

As a result of the growing demand for PureCircle's next generation stevia products, the Company is proposing to raise funds pursuant to the Placing to enable it to fully capitalise on both opportunities within its existing customer base as well as new opportunities which have been advanced as stevia adoption grows.

Today's fundraise will give PureCircle greater financial flexibility to undertake a number of new projects, accelerating PureCircle's growth by broadening its reach and increasing penetration with its customers by accessing the food service channel; expanding PureCircle's product portfolio and capability in providing an all-natural, zero-calorie alternative to sugar. The overall cost of this expansion is expected to be approximately US$35 million. By raising the proceeds from the Placing now, the Company will have the flexibility to adjust the pace of, and consequently the expenditure required to effect, the expansion in line with demand growth.

 

Use of proceeds of the Placing

The Placing proceeds are expected to be used for the following purposes:

·  for capital expenditure projects associated with the increased development and production of PureCircle's next generation stevia, as set out below;

·      to strengthen the balance sheet of the Company; and

·      for general working capital purposes.

 

Areas of investment for capital expenditure projects

(i)        Proteins, Fibres & Antioxidants

Investment is needed to upgrade the Company's manufacturing capabilities to enable commercialisation of proteins, fibres and antioxidants from the stevia leaf and bring them to market. These natural origin products are in demand not only by food and beverage companies but also companies in new markets such as pharmaceuticals, supplements and cosmetics. These products will also allow PureCircle to use the stevia leaf more efficiently. Commercialisation of these products would allow PureCircle to spread the cost of stevia raw material and offer its customers the most cost effective price points across its full suite of products.

(ii)       Reb M Sweetener Innovation, Scale-Up and Expansion

PureCircle's advances in product development have enabled it to significantly boost production of the next generation of stevia sweeteners - like Reb M - which have the most sugar-like taste and are highly sought after by beverage and food companies.  The planned scale up and expansion will allow PureCircle to keep up with growing demand for these premium products and bring an innovative pipeline of products to market using the Company's patented bioconversion production process.

(iii)      Research and Development

The Company proposes to continue to invest in research and development related to the above initiatives.

(iv)      Stevia Brand Building and Awareness

PureCircle is committed to making stevia part of the everyday and helping consumers experience first-hand how far the taste of stevia has come with its next generation products. The Company proposes to engage consumers beyond beverage and have them experience great-tasting, no sugar added stevia products in a café experience. This café which is expected to be located in Chicago would serve everyday indulgent items, like baked goods, desserts and ice creams, and coffee beverages without compromising on taste. With this type of engagement, PureCircle is looking to show consumers and customers how Reb M sweeteners can break open new categories and accelerate go to market strategies for stevia products.

 

Q3 Trading Update

Set out below are the Company's unaudited Q3 results for the financial period ended 31 March 2019.

Top-line sales are expected to continue to grow, however full year out turn may reflect some cannibalisation of base business as PureCircle continues to drive sales of new generation products.

 

 

Unaudited

YTD Q3'19

Unaudited

YTD Q3'18

Change

 

US$ '000

US$ '000

%

 

 

 

 

Revenue

80.3

72.6

10.6%

Gross Profit

29.4

25.1

17.1%

Gross margin

36.6%

34.6%

2.0%

 

 

 

 

Operating profit

12.6

1.5

>100%

 

 

 

 

Adjusted EBITDA

17.1

12.8

33.6%

Net profit / (loss) for the period exc. exceptional items

2.7

(4.1)

>100%

 

 

 

 

Net assets

203.9

223.4

(8.7)%

 

 

 

 

Operating cash flow before working capital changes

13.9

8.0

73.8%

Net cash generated from / (used in) operating activities

8.0

(8.0)

>100%

Net debt

100.4

101.6

(1.2)%

 

In addition to the trading update above, the Company is pleased to announce the renewal of its supply agreement with Merisant, leading producers of low- and zero-calorie table-top sweeteners; and entry into a new stevia supply agreement with IFF, a leading flavor house.

Details of the Placing

The Bookbuild will open with immediate effect following this Announcement. The exact number of Placing Shares to be placed will be determined by the Company and Numis at the close of the Bookbuild and announced by the Company shortly thereafter. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Numis.

The Placing will be effected at the Placing Price pursuant to the existing authorities of the Company (to issue up to 17,420,000 new ordinary shares on a non pre-empetive basis), granted at the Company's annual general meeting on 30 November 2018. Members of the public are not entitled to participate in the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares of USD 0.10 each in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid by reference to a record date falling after their issue.

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares pursuant to the Bookbuild, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions in such announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement.

Applications for Admission

The Company will apply for admission of the Placing Shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (together, "Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00 a.m. on 17 May 2019.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and Numis (the "Placing Agreement") becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this Announcement (which forms part of the Announcement).

Magomet Malsagov, Chief Executive Officer of PureCircle, said:

"I am pleased to launch this placing today, with the support of core shareholders. This is intended to open doors to new segments of the consumer goods sector while also enabling our teams to accelerate new projects with both existing and new blue-chip brands.

PureCircle has the best-tasting stevia product on the market and operates in a time where sugar reduction is a world-wide imperative. Having made strong progress in the beverage industry, which has seen us create long term relationships with major brands and continues to drive good growth as seen in our Q3 numbers, we are keen to transfer this success to the food service space in the short to medium term.

Our latest superior-tasting product - Reb M - is relatively new to the market and we look forward to putting the funds raised to good use as we capitalise on the opportunities it has created for our business."

 

For further information, please contact:

 

PureCircle Limited                                           

Rakesh Sinha, Chief Financial Officer

 

+1 630 827 1515; +60 1232 60005

 

Numis

Luke Bordewich

Oliver Cox

 

 

+44 (0) 20 7260 1000

 

IMPORTANT NOTICE

 

This announcement including its Appendix (together, the "Announcement") and the information contained in it is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Hong Kong, Singapore, Japan or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful.  

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. 

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register the Placing Shares in the United States or to conduct a public offering of securities in the United States.  

The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Québec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and Numis that such person (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published.

No action has been taken by the Company or Numis, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No public offering of the Placing Shares is being made in the United States, United Kingdom, Australia, Canada or elsewhere.  All offers of the Placing Shares will be made pursuant to an exemption under the EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") from the requirement to produce a prospectus.  This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

Any investment or investment activity to which this announcement relates is available only to, and will only be engaged with: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of  the Prospectus Directive ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

Numis is authorised and regulated in the United Kingdom by the FCA. Numis is acting exclusively for the Company and no one else in connection with the Placing and it will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of its respective affiliates or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Numis or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.  Numis and each of its respective affiliates and each of its Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Numis or any of its respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained 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.

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

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events.  These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the beliefs of the Company's directors and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.  Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.  The information contained in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company or Numis or any of their respective affiliates or any of their respective Representatives assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this Announcement.  Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.  No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever.  Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised.  Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

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

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

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis 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 the Placing Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

APPENDIX

FURTHER DETAILS OF THE PLACING

 

TERMS AND CONDITIONS

 

 

THIS APPENDIX, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

FOR THE PURPOSES OF THIS APPENDIX ONLY, REFERENCES TO "PLACING SHARES" SHALL NOT INCLUDE THE "SUBSCRIPTION SHARES" AND REFERENCES TO "PLACING" SHALL NOT INCLUDE THE "SUBSCRIPTION".

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS DOCUMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf, which for the avoidance of doubt shall not include the Subscribers) by making an oral or written offer to acquire Placing Shares (which for the avoidance of doubt shall not include the Subscription Shares), including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares (not including the Subscription Shares) is given ("Placees"), will be deemed to have read and understood this Announcement including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.  In particular, each such Placee represents, warrants and acknowledges that:

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

2.          if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public, other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of Numis has been given to each such proposed offer or resale;

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

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

5.          it (and any account for which it is purchasing the Placing Shares) is acquiring the Placing Shares for investment purposes, and not with a view to distribution or resale within the meaning of the Securities Act;

6.          it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;

7.          it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

8.          except for a limited number of QIBs who have been provided a US investor letter, (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;

9.          if it is a QIB acquiring the Placing Shares in the United States, it understands that such Placing Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and it agrees that, for so long as such securities are "restricted securities" (as defined thereunder), it will no deposit such Placing Shares in any unrestricted depositary facility established or maintained by a depositary bank; and

10.        the Company and Numis will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, and nor will they be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. The offering of the Placing Shares is being made on a private placement basis only in the provinces of British Columbia, Alberta, Ontario and Québec and is exempt from the requirement that the Company prepare and file a prospectus with the relevant securities regulatory authorities in Canada. No offer of securities is made pursuant to this Announcement in Canada except to a person who has represented to the Company and Numis that such person (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Placing Shares acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered or otherwise qualified for offer and sale under the securities laws of any state, province or territory of Australia, Japan, Hong Kong, Singapore or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Japan, Hong Kong, Singapore or South Africa or any other jurisdiction outside the United Kingdom.

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

Numis makes no representation to any Placees regarding an investment in the Placing Shares.

Details of the Placing Agreement and of the Placing Shares

The Company has today entered into an agreement (the "Placing Agreement") with Numis, who is acting as sole bookrunner in connection with the Placing, under which, subject to the conditions set out therein, Numis has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.

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

To the extent that the Placing Shares are delivered through CREST (as defined below) they will be in the form of depositary interests (see the section headed 'Registration and settlement' below).

Applications for listing and admission to trading

Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to listing on the premium listing segment of the Official List of the FCA (the "Official List") and to the London Stock Exchange plc ("London Stock Exchange") for admission of the Placing Shares to trading on its main market for listed securities (together, "Admission").

It is expected that Admission will become effective on or around 8.00 a.m. on 17 May 2019 and that dealings in the Placing Shares will commence at that time.

Bookbuild

Numis will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Numis and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1.          Numis is arranging the Placing as bookrunner and agent of the Company.

2.          Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis' agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

3.          The Placing Shares will be issued at a price of £2.80 per share (the "Placing Price"). The final number of Placing Shares will be agreed between Numis and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on an FCA-listed regulatory information service (a "Regulatory Information Service") following the completion of the Bookbuild (the "Results Announcement").

4.          To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Numis. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price. Bids may be scaled down by Numis on the basis referred to in paragraph 9 below. Numis is arranging the Placing as agent of the Company.

5.          The Bookbuild is expected to close by 7.00 p.m. on 14 May 2019, but may be closed earlier or later at the absolute discretion of Numis. Numis 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 Numis) to reduce or seek to increase the amount to be raised pursuant to the Placing.

6.          Each prospective Placee's allocation will be determined by Numis in consultation with the Company and will be confirmed orally or in writing by Numis as agent of the Company following the close of the Bookbuild. That confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's bye-laws and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

7.          Each prospective Placee's allocation and commitment will be evidenced by an electronic trade confirmation or contract note issued to such Placee by Numis. The terms of this Appendix will be deemed incorporated by reference therein.

8.          A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Numis, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis, to pay as principal to Numis (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

9.          Subject to paragraphs 4 and 5 above, Numis may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Numis may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

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

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

12.        All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

14.        To the fullest extent permissible by law, neither Numis nor any of its affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Numis nor any of its respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Numis' conduct of the Bookbuild or of such alternative method of effecting the Placing as Numis and the Company may agree.

Conditions of the Placing

The obligations of Numis under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia: certain publication of announcement obligations; the warranties being true, accurate and not misleading; fulfilment by the Company of its material obligations; satisfaction of conditions to enable the dematerialised interests in respect of the Ordinary Shares to be issued to or for the benefit of prospective Placees; Admission taking place; and allotment of the Placing Shares to Computershare Investor Services Limited (the "Custodian"). Numis has discretion to waive compliance with the conditions (where capable of waiver) and/or agree an extension in time for their satisfaction.

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by Numis) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Company and Numis may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Lock-up

The Company has undertaken that it will not at any time between the date of the Placing Agreement and the date falling 60 calendar days from the date of Admission without the prior written consent of Numis (such consent not to be unreasonably delayed or withheld), (i) allot or issue or any other shares or securities in the capital of the Company or any securities convertible into or exchangeable for ordinary shares or other shares in the capital of the Company, provided that the foregoing 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 or the issue of new shares pursuant to any agreement to which the Company is subject to at the date of the Placing Agreement.

Right to terminate under the Placing Agreement

At any time before Admission, Numis is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate or have become misleading; or (ii) if any of the conditions have not been satisfied or waived by Numis by the date specified therein; or (iii) if the Company's applications to the FCA and the London Stock Exchange, respectively, in respect of Admission are withdrawn by the Company and/or refused by the FCA or the London Stock Exchange (as appropriate); or (iv) in the opinion of Numis (acting in good faith) there shall have occurred any Material Adverse Change (as defined therein); or (v) if there has occurred any material adverse change in any major financial market in the United States, the United Kingdom or any member of the European Union or in other international financial markets which are relevant to the Placing; or (vi) if trading in the ordinary shares of the Company is suspended or limited by the London Stock Exchange; or (vii) if a banking moratorium has been declared; or (viii) if there is a change or development in Tax materially affecting any Group Company, Ordinary Shares or the transfer thereof or exchange controls having been imposed by the United States or the United Kingdom; or (ix) any statement contained in the Placing Documents is incorrect or had become or been discovered to be untrue, inaccurate in any material respect or misleading (in the opinion of Numis, acting in good faith) as a result of a new matter or change or that a new matter has arisen or a change has taken place which would, if the Placing Documents were published at that time, constitute a material omission from such documents; or (x) the Company has failed to comply with or perform any of its obligations under the Placing Agreement which, in the opinion of Numis (acting in good faith) are material in the context of the Placing and/or Admission.

Upon such notice being given, the parties to the Placing Agreement 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 Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis, and that it need not make any reference to Placees and that Numis shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the electronic trade confirmation or contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Numis or any other person and neither Numis nor the Company nor any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should not 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 Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: BMG7300G1096) following Admission will take place within the CREST system, in the form of depositary interests representing the Placing Shares, subject to certain exceptions. The Company and Numis reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in Numis' reasonable opinion delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic trade confirmation in accordance with the standing arrangements in place with Numis (as applicable) stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis and settlement instructions. 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 that it has in place with Numis.

The Company will deliver the Placing Shares to a CREST account operated by Numis as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 17 May 2019 on a T+2 basis in accordance with the instructions set out in the electronic trade confirmation or contract note.

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

Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of Numis, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Numis all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Numis lawfully takes on such Placee's behalf.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing 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 Placing Shares), neither Numis nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and Numis may agree that the Placing Shares should be issued in certificated form. Numis reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if deliver or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Representations and warranties

By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Numis (in its capacity as the bookrunner and agent of the Company, in each case as a fundamental term of its application for Placing Shares) that:

1.          it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein;

2.          no offering document or prospectus or admission document has been prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3.          it has neither received nor relied on any 'inside information' as defined in the Market Abuse Regulation (EU) No. 596/2014 ("MAR") concerning the Company in accepting this invitation to participate in the Placing;

4.          it has the power and authority to carry on the activities in which it is engaged, to acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;

5.          neither Numis nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide it, with any material regarding the Placing Shares or the Company other than information included in this Announcement (including this Appendix), nor has it requested either Numis, the Company, or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

6.          (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's ordinary shares are listed on the Official List and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

7.          (i) neither the Company, Numis, nor any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Numis nor any of its respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;

8.          the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Numis nor any of its respective affiliates, agents, directors, officers or employees nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement (including this Appendix) and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by either Numis or the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf and neither Numis nor the Company nor any of their respective affiliates, agents, directors, officers or employees will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

9.          in making any decision to acquire the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares. It further confirms that it 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 participating in, and is able to sustain a complete loss in connection with, the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Numis;

10.        it has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it will pay the total price per Placing Share in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such prices as Numis determines;

11.        it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;

12.        (i) it and each account it represents is not and at the time the Placing Shares are acquired will not, other than as set out in paragraphs 17, 27, 29 and 30 below, be a resident of Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, and it and each account it represents is either (1)(a) outside the United States and will be outside the United States at the time that any buy order for Placing Shares is originated by it and (b) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S and (c) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S; or (2)(a) a QIB who has been provided a US investor letter substantially in the form provided to it and (b) not acquiring any of the Placing Shares as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act; (ii) it is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into the United States, Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction where doing so would be unlawful; and (iii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan, Hong Kong, Singapore or South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;

13.        it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only (a) to persons reasonably believed to be QIBs in transactions exempt from, the registration requirements of the Securities Act or (b) in "offshore transactions" within the meaning of and pursuant to Regulation S; and (iii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

14.        if it is a QIB acquiring the Placing Shares in the United States, it understand that such Placing Shares will be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and it agrees that, for so long as such securities are "restricted securities" (as defined thereunder), it will not deposit such Placing Shares in any unrestricted depositary facility established or maintained by a depositary bank;

15.        if any Placing Shares are delivered to it in certificated form, the certificate to be delivered in respect of such Placing Shares, and all certificates issued in exchange therefor, or in substitution therefor, will bear a legend substantially in the form below:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; (D) PURSUANT TO RULE 144, IF AVAILABLE, OR (E) TO THE COMPANY, AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES REPRESENTED HEREBY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SECURITIES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS."

16.        it will not distribute, forward, transfer or otherwise transmit this document or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;

17.        if in Australia, that it is (i) a "sophisticated investor" within the meaning of section 708(8) of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act, and (ii) a "wholesale client" as defined in section 761G(7) of the Corporations Act, and the issue of the Placing Shares to it does not require a prospectus or other form of disclosure document under the Corporations Act;

18.        if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

19.        neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act of 1986 (depositary receipts and clearance services);

20.        it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, 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, MAR, 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;

21.        if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than to Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the proposed offer or resale;

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

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

24.        it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Numis in its capacity as an authorised person under section 21 of 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;

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

26.        if in a member state of the EEA, it is a "qualified investor" within the meaning of the Prospectus Directive;

27.        if in Canada, it is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

28.        if in the UK, that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order, or (iii) to whom this Announcement may otherwise be lawfully communicated, and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of business only;

29.        if in Singapore, it is either (i) an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or (ii) a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA;

30.        if in Hong Kong, it is a "professional investor" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;

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

32.        it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Numis for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph 32 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

33.        (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory, (iii) it has not taken any action which will or may result in the Company, Numis, any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing, (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise, and (v) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;

34.        it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as Numis may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

35.        it understands that the Placing Shares are expected to be issued to it through CREST in the form of depositary interests representing the Placing Shares;

36.        its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Numis may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

37.        neither Numis, nor any of its respective affiliates, agents, directors, officers or employees, nor any person acting on behalf of any of it, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of Numis and Numis has 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 Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

38.        the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Numis nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company, Numis and each of its respective affiliates, agents, directors, officers and employees in respect of the same. Each Placee and any person acting on behalf of the Placee agrees to subscribe on the basis that the dematerialised interests in respect of the Placing Shares issued or to be issued by Computershare Investor Services Limited ("Depositary Interests") will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

39.        it indemnifies and holds harmless the Company, Numis and their respective affiliates, agents, directors, officers and employees from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

40.        in order to ensure compliance with the Money Laundering, Terrorist Financing and Transfer of funds (Information on Payer) Regulations 2017, Numis (for itself and as agent on behalf of the Company) or the Company's registrar may, in their absolute discretion, require verification of its identity. Pending the provision to Numis or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Numis' absolute discretion or where appropriate, delivery of the Placing Shares to it in uncertificated from, may be retained at Numis' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Numis (for itself and as agent on behalf of the Company) or the Company's registrar has not received evidence satisfactory to them, Numis and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

41.        in connection with the Placing, Numis and any of its affiliates acting as an investor for its own account may acquire Placing Shares in the Company and in that capacity may acquire, retain, purchase or sell for its own account such 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 Placing. Numis does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

42.        its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Numis' conduct of the Placing;

43.        neither the Company nor Numis owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

44.        these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Numis 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;

45.        it irrevocably appoints any duly authorised officer of Numis as its agent for the purpose of executing and delivering to the Company and/or its registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire or purchase upon the terms of this Announcement; and

46.        the foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company and Numis (for its own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable. The Company, Numis and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and Numis. It irrevocably authorises Numis and the Company 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 out herein.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or 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 Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Numis will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Numis and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

Neither the Company nor Numis is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Numis and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Numis accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Numis and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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

If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to Numis the jurisdiction in which the funds are managed or owned.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

 

 

 


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