AURR Aurrigo International Plc

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

11 December 2024

Aurrigo International plc

("Aurrigo" or the "Company")

Proposed Placing and Retail Offer

Aurrigo International plc (AIM: AURR), a leading international provider of transport technology solutions, announces its intention to carry out a non-pre-emptive fundraise to raise a minimum of £5 million through a placing to new and existing institutional investors of new Ordinary Shares (the "Placing") and up to an additional £0.3 million through a retail offering to eligible retail investors (the "Retail Offer"), both at a price of 44 pence per new Ordinary Share (the "Issue Price") (together the "Fundraise").

The net proceeds of the Fundraise will be used predominantly to increase the Company's capacity to build Auto-DollyTug vehicles, with the potential to bring forward commercial sales timelines, and take advantage of the Company's rapidly growing pipeline to grow capacity and further enhance deployment capabilities for existing and prospective clients. Proceeds will also be invested in engineering, software and deployment teams.

The Placing is being conducted via an accelerated bookbuild process (the "Bookbuild") to be undertaken by Canaccord Genuity Limited ("Canaccord Genuity"). The Bookbuild will be launched immediately following the release of this Announcement and the number of Placing Shares will be determined at the close of the Bookbuild. A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course. The Placing is subject to the terms and conditions set out in appendix 1 (the "Appendix 1") to this announcement (the "Announcement"). The Placing is not being underwritten. Completion of the Placing is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional, and upon relevant admission.

The Retail Offer will be undertaken via the Winterflood Retail Access platform ("WRAP"), to raise up to £0.3 million of gross proceeds. The Retail Offer is being undertaken to allow qualifying new and existing retail shareholders in the United Kingdom an opportunity to participate in the Fundraise at the Issue Price. It is expected that the Retail Offer will launch shortly and will be open for applications until 12.00 p.m. on 13 December 2024 (or such later time and date as the Company, Canaccord Genuity and Winterflood may agree). The Placing is not conditional on the Retail Offer. There can be no guarantee that the Retail Offer will be fully subscribed.  The Retail Offer is conditional on, but is not part of, the Placing. A further announcement will be made in due course regarding the Retail Offer and detailing its terms.

The Company has received independent advice that a proportion of the Placing Shares should be capable of constituting a qualifying holding for the purposes of the VCT legislation, subject to a maximum quantum of £3.5 million, with VCT and EIS Relief eligibility for new share issuances expected to expire next year. The Company shall be relying upon the existing shareholder authorities to allot equity securities granted at the annual general meeting in June 2024 in respect of the Placing Shares that constitute a qualifying holding for the purposes of the VCT legislation (the "First Tranche Placing Shares" admission being "First Admission"). First Admission is anticipated to be on or around 17 December 2024.

Admission of the remaining Placing Shares (the "Second Tranche Placing Shares") and the Retail Offer Shares ("Second Admission") shall be conditional upon First Admission and the passing of the Resolutions by Shareholders at the General Meeting, and is anticipated to take place on or around 8 January 2025. For the avoidance of doubt, the Second Tranche Placing Shares and the Retal Offer Shares are not expected to be capable of constituting a qualifying holding for the purposes of the VCT legislation or for EIS Relief.

A circular, containing further details of the Fundraise and notice of the General Meeting to be held at 3.00 p.m. on 6 January 2025 to, inter alia, approve the Resolutions required to implement the Second Tranche Placing and the Retail Offer (the "Circular"), as well as renew the standing general share allotment and disapplication of pre-emption authorities, is expected to be published and despatched to Shareholders shortly.  Following its publication, the Circular will be available on the Group's website at https://aurrigo.com.

The Issue Price represents a discount of approximately 7.4 per cent. to the closing price on 10 December 2024 (being the last practicable date prior to the Announcement).

Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix 2 of this Announcement unless the context requires otherwise.   Particulars of and the terms and conditions of the Placing are set out in Appendix 1.

Background, to and reasons for, the Fundraise

Aurrigo is undertaking the Fundraise to increase production capacity and create the potential to bring forward commercial sale timelines. The Directors believe these funds will help the Company to capitalize on the growing market opportunity for airside autonomous vehicle solutions. 

As announced in the Company's interim results for the period ending 30 June 2024, Aurrigo has delivered significant expansion in its Autonomous division, with H1 revenue higher than revenue in the full year period to 31 December 2023. This growth was driven by the accelerated uptake of airside solutions with five direct airport engagements, eight contracts for its proprietary Auto-Sim® product, one cargo handler agreement and three strategic partnerships, which together provide a network of over 460 airports. Furthermore, the pipeline of inbound interest has grown substantially, alongside initial revenues from customers using Auto-Sim® technology.

In September, the Company delivered two vehicles under the Changi Phase 2b contract and, following delivery of a further two vehicles shortly, testing of the four vehicles under fleet operations is scheduled in early H1 2025, using Aurrigo's Auto-Connect® management platform. As a result, the Company expect to have seven operational Auto-DollyTugs in airports around the world in early 2025.

Aurrigo's current trading remains in line with management expectations, as detailed in Company's interim results.

Aurrigo has a clear existing pipeline of expected deliverables for the Autonomous division in 2025, comprising: the go-live of Auto-Cargo with UPS; completion of trials and the agreement of a scale-up at a European airport hub; a trial announced at a major London airport and the delivery of an additional four Auto-DollyTugs at Changi. Prior to the launch of this Fundraise, the Company anticipated, subject to commercial contract, to have 12 Auto-DollyTugs in operation and have 4 live Auto-SIM contracts at international airports by the end of 2025.

The substantial growth in the pipeline has resulted in the Company having early-stage engagement with 34 airports and 18 airlines (Stage 1 of Aurrigo's Autonomous sales cycle), with eight customers now having agreed to use Auto-Sim® to map out efficiency potential (stage 2 of the sales cycle). This visibility, together with the growing reputation of its solutions across the Company's target aviation customer base, gives the Board significant confidence in the future.

Use of proceeds

Aurrigo requires further capital to continue executing its growth plans and to capitalise on the market opportunity and the Group's rapidly growing pipeline. The Company is therefore proposing to raise gross proceeds of a minimum of £5 million from the Placing, with the net proceeds (after deducting the costs and expenses of the Placing) intended to be used for capital expenditure purposes by the Group's Autonomous division, inter alia, as follows:

·      For costs committed to parts and materials for Auto-DollyTug production;

·      To productionise the vehicle build quicker;

·      For investment in the engineering team;

·      To increase headcount in the software development team;

·      For the development of a deployment team for vehicle rollouts; and

·      For additional working capital for the autonomous division.

The proceeds from the Placing will enable Aurrigo to accelerate vehicle builds, thereby providing stock to make immediate trial commitments and potentially enabling commercial sale timelines to be brought forward. Whilst again subject to commercial contract, the proceeds from the intended Placing would give Aurrigo the capacity to build an operational fleet of 22 Auto-DollyTugs and 6 live Auto-SIM contracts by the end of 2025*. This compares to the aforementioned pre-Placing anticipation of capacity for 12 Auto-DollyTugs and 4 Auto-SIM contracts during the same time period. Additional proceeds from the Retail Offer will be utilised to further accelerate the Board's strategy.

* Note: Commercial deployment of Auto-DollyTugs and Auto-SIM contracts will be subject to commercial contract. Indicative milestones and illustrative scenarios are not forecasts and rely on various assumptions, the execution of which will depend on number of factors, some of which are outside of management control.

Management participation

Certain Directors, being Andrew Cornish, Penny Coates, Joseph Elliot and Ian Grubb, have indicated their intention to participate in the Placing for an aggregate amount of approximately £56,000. Further details of any participation will be set out in the Placing Results Announcement.

Details of the Placing

In connection with the Placing, the Company has today entered into a placing agreement with Canaccord Genuity (the "Placing Agreement") pursuant to which Canaccord Genuity (acting as agent for and on behalf of the Company in respect of the Placing) has agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not underwritten.

Participation in the Placing is subject to the terms and conditions set out in Appendix 1 (which forms part of this Announcement).

Canaccord Genuity will today commence an accelerated bookbuilding process in respect of the Placing. The final number of Placing Shares to be placed at the Issue Price will be determined at the close of the Bookbuild.

The book will open with immediate effect following this Announcement. The timing of the closing of the Bookbuild and allocations thereunder are at the absolute discretion of Canaccord Genuity, having consulted with the Company. Confirmation in respect of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Agreement contains certain customary warranties given by the Company concerning the accuracy of information given in this Announcement in respect of the Placing as well as other matters relating to the Company and its subsidiaries ("Group") and the Group's business. The Placing Agreement is terminable by Canaccord Genuity in certain customary circumstances up until Second Admission (but, if after First Admission, only in respect of the Second Trance Placing and the Retail Offer), including, inter alia, should there be a breach of a warranty contained in the Placing Agreement or should a force majeure event take place or a material adverse change to the business of the Company or the Group occur. The Company has also agreed to indemnify Canaccord Genuity against all losses, costs, charges and expenses which Canaccord Genuity may suffer or incur as a result of, occasioned by or attributable to the carrying out of its obligations under the Placing Agreement.

First Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the First Tranche Placing Shares only. Second Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Second Tranche Placing Shares, First Admission and also upon the passing of the Resolutions by Shareholders at the General Meeting.

The Placing Shares, when issued, will be credited as fully paid up in cash and free from all encumbrances, and will rank pari passu in all respects with the Existing Ordinary Shares in issue, 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.

Appendix 1 sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

Admission, Settlement and Dealings

Application has been made for the First Tranche Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange").

Settlement of the First Tranche Placing Shares and First Admission are expected to take place on or before 8.00 a.m. on 17 December 2024.

Settlement of the Second Tranche Placing Shares and Retail Offer Shares and Second Admission are expected to take place on or before 8.00 a.m. on 8 January 2025.

Expected Timetable of Principal Events

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service. 

Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Fundraising Resolutions to be proposed at the General Meeting

Dealing Codes

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in Appendix 1 to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including Appendix 1), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix 1.

The person responsible for releasing this Announcement on behalf of the Company is Ian Grubb, CFO, and Director of the Company.

Contacts:

Notes to Editors:

Aurrigo International plc is an international designer and developer of fully integrated smart airside solutions for the aviation industry, including automated vehicles, systems and software.

The Group's proprietary, award-winning autonomous technology and secure management system is supporting some of the world's leading airports. Customers choose to partner with Aurrigo to transform their baggage and cargo handling operations, improving safety, operational efficiencies and meeting sustainability targets, while navigating growing passenger volumes, rising costs and increasing labour shortages.

Headquartered in Coventry, UK with offices in Singapore and Ottawa, the Group has a 30+ year heritage designing and supplying automotive vehicle manufacturers with highly advanced, innovative product and system solutions. For more information, please visit the Group's website at www.aurrigo.com.

Important Notices

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT IN APPENDIX 1 (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS REGULATION") WHO ARE ALSO: (A) PERSONS 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 (B) PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY CANACCORD GENUITY.

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

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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 PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

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

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

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

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

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement (but not the Retail Offer and any arrangements related thereto) and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Canaccord Genuity is not responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described in this Announcement. Canaccord Genuity's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

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 Canaccord Genuity or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

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

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

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on 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. 

This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Company's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) 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 (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the EUWA, (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the EUWA and (c) eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Canaccord Genuity will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, 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 clients 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 "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Canaccord Genuity will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU 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.

Basis on which information is presented

In this Announcement, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this Announcement are, unless otherwise stated, references to London time.

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT: (A) PERSONS IN THE UNITED KINGDOM OR IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AND, IN RELATION TO THE UNITED KINGDOM, AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS; OR (II) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 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, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

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

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

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

By participating in the Bookbuild and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 1.

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

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

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

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

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

(i)            the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of Canaccord Genuity has been given to the offer or resale; and

(ii)           where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

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

4.            it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix 1;

5.            except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in, and in accordance with, Regulation S under the US Securities Act; and

6             the Company and Canaccord Genuity will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings, agreements and acknowledgements.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require 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 Placing or the Placing Shares 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 information contained in this Announcement, the announcement confirming the close of the Placing and giving details of the results of the Placing (the "Result of Placing Announcement") and the announcement confirming the results of the General Meeting (the "Result of General Meeting Announcement") (together, the "Placing Documents") and any 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 Form of Confirmation sent to Placees by Canaccord Genuity to confirm their acquisition of First Tranche Placing Shares and/or Second Tranche Placing Shares.

Each Placee, by participating in the Placing, 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 either of Canaccord Genuity or the Company or any other person and none of Canaccord Genuity, 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 Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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. No Placee should consider any information in this Announcement to be legal, tax or business advice.  Each Placee should consult its own legal adviser, 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.

Details of the Placing Agreement and the Placing Shares

Canaccord Genuity is acting as sole bookrunner in connection with the Placing and has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Canaccord Genuity, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares.  The Placing is not being underwritten by Canaccord Genuity or any other person. No part of the Placing is subject to clawback from the Retail Offer and the Placing is not conditional on the completion of the Retail Offer.

The price per Ordinary Share at which the Placing Shares are to be placed (the " Issue Price") is 44 pence per Placing Share. The timing of the closing of the book, pricing and allocations are at the discretion of the Company and Canaccord Genuity. Details of the total number of Placing Shares (both First Tranche Placing Shares and Second Tranche Placing Shares) will be announced as soon as practicable after the close of the Bookbuild via the Result of Placing Announcement.

The Board is able to rely on existing shareholder authorities granted to it at the Company's Annual general meeting on 25 June 2024 in order to allot and issue the First Tranche Placing Shares. The allotment and issue of the Second Tranche Placing Shares is conditional upon, amongst others, the passing of the Fundraising Resolutions at the General Meeting. Subject to the passing of the Fundraising Resolutions in respect of the Second Tranche Placing Shares only, the Placing Shares have been or will be duly authorised and 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 Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for admission to trading

Applications will be made to the London Stock Exchange plc (the "London Stock Exchange") (the "Applications") for admission to trading of the Placing Shares on AIM.

It is expected that First Admission in respect of the First Tranche Placing Shares will occur at or before 8.00 a.m. on 17 December 2024 (or such later time or date as Canaccord Genuity may agree with the Company, being no later than 8.00 a.m. on 31 January 2025) and that dealings in the First Tranche Placing Shares will commence at that time.

It is expected that Second Admission in respect of the Second Tranche Placing Shares and Retail Offer Shares will occur at or before 8.00 a.m. on 8 January 2025 (or such later time or date as Canaccord Genuity may agree with the Company, being no later than 8.00 a.m. on 31 January 2025) and that dealings in the Second Tranche Placing Shares and Retail Offer Shares will commence at that time.

Bookbuild

Canaccord Genuity will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). This Announcement 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.

Canaccord Genuity 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.             Canaccord Genuity is arranging the Placing as sole bookrunner and placing 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 Canaccord Genuity. Canaccord Genuity may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.

3.             The Bookbuild, if successful, will establish the aggregate amount payable to Canaccord Genuity, as settlement agent for the Company, by all Placees whose bids are successful.  The number of Placing Shares will be agreed by Canaccord Genuity (in consultation with the Company) following completion of the Bookbuild. The number of Placing Shares to be issued (in aggregate) will be announced on an RIS following the completion of the Bookbuild via the Result of Placing Announcement.

4.            To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Canaccord Genuity.  Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price.  Each bid should also confirm whether the Placee is seeking VCT Reliefs and/or EIS Reliefs in respect of the Placing Shares to be allocated to it. Bids may be scaled down by Canaccord Genuity on the basis referred to in paragraph 5 below. Canaccord Genuity reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Canaccord Genuity's absolute discretion, subject to agreement with the Company.

5.            The Bookbuild is expected to close no later than 7.00 a.m. on 12 December 2024 but may be closed earlier or later at the discretion of Canaccord Genuity.  Canaccord Genuity 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 Canaccord Genuity) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion.

6.             Allocations of the First Tranche Placing Shares and Second Tranche Placing Shares will be determined by Canaccord Genuity after consultation with the Company (the proposed allocations having been supplied by Canaccord Genuity to the Company in advance of such consultation). It is expected that the First Tranche Placing Shares are, where practicable, to be allocated to those Placees who have confirmed in their bid that they are seeking VCT Reliefs and/or EIS Reliefs. However, no guarantee of allocation of the First Tranche Placing Shares or Second Tranche Placing Shares can be given, It is possible that Placees will receive an allocation in both the First Tranche Placing Shares and the Second Tranche Placing Shares. Allocations (including in which tranche of the Placing such prospective Placee will receive Placing Shares from) will be confirmed orally by Canaccord Genuity and a Form of Confirmation will be despatched as soon as possible thereafter. Canaccord Genuity'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 Canaccord Genuity and the Company, to acquire the number of First Tranche Placing Shares and/or Second Tranche Placing Shares allocated to it and to pay the Issue Price in respect of such shares on the terms and conditions set out in this Appendix 1 and in accordance with the Company's articles of association.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix 1) and will be legally binding on the Placee on behalf of which it is made and except with Canaccord Genuity's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

7.             Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such Placee. The terms of this Appendix 1 will be deemed incorporated into that Form of Confirmation.

8.             Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all First Tranche Placing Shares and/or Second Tranche Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time in respect of each such tranche, on the basis explained below under "Registration and Settlement".

9.             All obligations under the Bookbuild and the 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".

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

11.          To the fullest extent permissible by law, neither Canaccord Genuity, 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 Canaccord Genuity, 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 Canaccord Genuity's conduct of the Placing.

12.          The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing 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 Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Canaccord Genuity's conduct of the Placing.

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

Conditions of the Placing

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

Canaccord Genuity's obligations under the Placing Agreement in respect of, amongst other things, the First Tranche Placing are conditional on inter alia:

1.            the First Tranche Placing Shares having been allotted, conditional only on First Admission;

2.            First Admission occurring on or around 8.00 a.m. on 17 December 2024 (or such later time or date as Canaccord Genuity may otherwise agree with the Company, being no later than 8.00 a.m. on 31 January 2025) (the "Long Stop Date");

3.            the Result of Placing Announcement having been released to an RIS by no later than 8.00 a.m. on the Business Day following the date of the Placing Agreement (or such later time or date as Canaccord Genuity may otherwise agree with the Company);    

4.            the delivery by the Company to Canaccord Genuity of a certificate providing certain confirmations relating, inter alia, to First Admission signed by a Director for and on behalf of the Company not later than 5.00 p.m. on the Business Day immediately prior to the date on which First Admission is expected to occur (and dated as of such date); 

5.            the Company having complied in all material respects with its obligations which fall to be performed on or prior to First Admission under the Placing Agreement; and

6.            none of the warranties on the part of the Company in the Placing Agreement being untrue or inaccurate or misleading when made and none of the warranties ceasing to be true and accurate or becoming misleading at any time prior to First Admission by reference to the facts and circumstances then subsisting,

Canaccord Genuity's obligations under the Placing Agreement in respect of, amongst other things, the Second Tranche Placing are conditional on inter alia:

1.            First Admission having occurred;

2.            the issue by no later than 16 December 2024 of the Circular to Shareholders and such other persons (if any) entitled to receive notice of the General Meeting in accordance with the Company's articles of association;

3.            the passing of the Fundraising Resolutions without material amendment at the General Meeting (or at any adjournment thereof);

4.            the Second Tranche Placing Shares having been allotted, conditional only on Second Admission;

5.            Second Admission occurring on or around 8.00 a.m. on 8 January 2025 (or such later time or date as Canaccord Genuity may otherwise agree with the Company, being no later than 8.00 a.m. on 31 January 2025) (the "Long Stop Date");

3.            the Result of Placing Announcement having been released to an RIS by no later than 8.00 a.m. on the Business Day following the date of the Placing Agreement (or such later time or date as Canaccord Genuity may otherwise agree with the Company);    

4.            the delivery by the Company to Canaccord Genuity of a certificate providing certain confirmations relating, inter alia, to Second Admission signed by a Director for and on behalf of the Company not later than 5.00 p.m. on the Business Day immediately prior to the date on which Second Admission is expected to occur (and dated as of such date); 

5.            the Company having complied in all material respects with its obligations which fall to be performed on or prior to Second Admission under the Placing Agreement; and

6.            none of the warranties on the part of the Company in the Placing Agreement being untrue or inaccurate or misleading when made and none of the warranties ceasing to be true and accurate or becoming misleading at any time prior to Second Admission by reference to the facts and circumstances then subsisting,

(together the "Conditions" and each a "Condition").

Canaccord Genuity may, at its sole discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. The conditions in the Placing Agreement relating to Admission taking place prior to the Long Stop Date 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 Canaccord Genuity by the relevant time or date specified (or such later time or date as Canaccord Genuity may agree with the Company, being no later than 8.00 a.m. on the Long Stop Date); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", 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 it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

For the avoidance of doubt, termination prior to First Admission shall result in the Placing not proceeding. However, termination following First Admission but prior to Second Admission will result in the Second Tranche Placing not proceeding.

Neither Canaccord Genuity 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 Placing, nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Canaccord Genuity.

Right to terminate under the Placing Agreement

Canaccord Genuity is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

1.            in respect of the Second Tranche Placing only, the Circular is not issued to the Shareholder and such other persons (if any) entitled to receive notice of the General Meeting in accordance with the articles of association of the Company by 16 December 2024;   

2.            in respect of the Second Tranche Placing only, the Fundraising Resolutions not being passed without material amendment at the General Meeting (or at any adjournment thereof);

3.            where any of the warranties contained in the Placing Agreement is, or would be if repeated at any time up to Second Admission (by reference to the facts and circumstances then existing), untrue or inaccurate in any respect or misleading and which in the opinion of Canaccord Genuity acting in good faith makes it impractical or inadvisable to proceed with the Placing;

2.             if any of the Conditions have (i) become incapable of satisfaction or (ii) not been satisfied before the latest time provided in the Placing Agreement and have not been waived if capable of being waived by Canaccord Genuity;

3.             there has been a development or event resulting in a Material Adverse Effect which could in the good faith opinion of Canaccord Genuity, materially and adversely affect the Placing or dealings in the Ordinary Shares whether or not foreseeable at the date of the Placing Agreement; or

4.             if the Company is in breach of the Placing Agreement, in any respect which Canaccord Genuity believes is material in the context of the Placing and/or Admission, with any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to First Admission or Second Admission, as the context required); or

5.             the occurrence of a material adverse change or certain force majeure events.

Upon termination prior to First Admission, 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. Upon termination following First Admission but prior to Second Admission, then the Second Tranches Placing will not proceed.

By participating in the Placing, each Placee agrees that (i) the exercise by Canaccord Genuity of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity 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 "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by Canaccord Genuity of the allocation and commitments following the close of the Bookbuild.

Restriction on Further Issue of Shares

The Company has undertaken to Canaccord Genuity that, between the date of the Placing Agreement and for nine months after Admission (the "Restricted Period"), it will not, without the prior written consent of Canaccord Genuity, directly or indirectly offer, issue, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant options under, or the allotment and issue of shares pursuant to options under, any employee or non-executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice).

By participating in the Placing, Placees agree that the exercise by Canaccord Genuity of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BNG73286) following Admission will take place within the system administered by Euroclear ("CREST"), subject to certain exceptions. Canaccord Genuity reserves the right to require settlement for, and delivery of, the Placing 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.

It is expected that settlement in respect of the First Tranche Placing Shares will take place on or around 17 December 2024 on a delivery versus payment basis. It is expected that settlement in respect of the Second Tranche Placing Shares will take place on or around 8 January 2025 on a delivery versus payment basis. Canaccord Genuity may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a Form of Confirmation stating the number of Placing Shares allocated to them at the Issue Price (which shall include a breakdown of First Tranche Placing Shares and/or Second Tranche Placing Shares (if applicable)), the aggregate amount owed by such Placee to Canaccord Genuity 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 in respect of the Placing Shares that it has in place with Canaccord Genuity.

The Company will deliver the Placing Shares to a CREST account operated by Canaccord Genuity as agent for the Company and Canaccord Genuity 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 Placing Shares to that Placee against payment (noting the differing settlement dates above for each of the First Tranche Placing Shares and Second Tranche Placing Shares).

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 three percentage points above the prevailing base rate of Barclays Bank plc as determined by Canaccord Genuity.

Each Placee is deemed to agree that, if it does not comply with these obligations, Canaccord Genuity may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Canaccord Genuity's 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 Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing 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 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 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 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 Canaccord Genuity nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing 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 each of Canaccord Genuity (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

1.             it has read and understood this Announcement in its entirety and its acquisition of Placing 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 Placing, the Company, the Placing Shares or otherwise other than the information contained in the Placing Documents and the Publicly Available Information;

2.             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 rules and practices of AIM, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;

3.             to be bound by the terms of the articles of association of the Company;

4.             the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Canaccord Genuity 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 Canaccord Genuity on an after-tax basis in respect of any Indemnified Taxes;

5.            neither Canaccord Genuity nor any of their 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 in connection with the Placing;

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

7.            any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Canaccord Genuity;

8.            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 Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

9.            no prospectus or other offering document is required under the Prospectus Regulation, nor will one be prepared in connection with the Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

10.          in connection with the Placing, Canaccord Genuity and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing 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. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Canaccord Genuity or any of its affiliates acting in such capacity;

11.          Canaccord Genuity and its affiliates may enter into financing arrangements and swaps with investors in connection with which Canaccord Genuity and any of its affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

12.          Canaccord Genuity does not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;

13.          Canaccord Genuity does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

14.          its participation in the Placing is on the basis that it is not and will not be a client of Canaccord Genuity in connection with its participation in the Placing and that Canaccord Genuity has no duties or responsibilities to it for providing the protections afforded to its 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 its respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

15.          the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Canaccord Genuity nor any of their 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 Placing 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;

16.          the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents 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 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

17.          it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Canaccord Genuity 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 Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

18.          neither Canaccord Genuity 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 Placing 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 Canaccord Genuity, 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; 

19.          neither Canaccord Genuity nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

20.          it may not rely, and has not relied, on any investigation that Canaccord Genuity or any of their affiliates or any person acting on any of their behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

21.          in making any decision to subscribe for Placing 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 Placing Shares;

(b)      will not look to Canaccord Genuity 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 Placing Shares;

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

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

(g)      has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing 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 Placing;

22.          it is subscribing for the Placing 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;

23.          it is acting as principal only in respect of the Placing 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)      will remain liable to the Company and/or Canaccord Genuity 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);

24.          it and any person acting on its behalf is entitled to subscribe for the Placing 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 Placing 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 Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in Canaccord Genuity, 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 Placing;

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

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

27.          the Placing 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 Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;

28.          the Placing 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, Canaccord Genuity or any person acting on behalf of the Company or Canaccord Genuity that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

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

30.          unless otherwise specifically agreed with Canaccord Genuity, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, Canada, the Republic of South Africa, the Republic of Ireland, Singapore, Hong Kong or Japan;

31.          it may be asked to disclose in writing or orally to Canaccord Genuity:

(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;

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

33.          it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S under the US Securities Act or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;

34.          it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;

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

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

37.          it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

38.          it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor Canaccord Genuity make any representation or warranty with respect to the same. Accordingly, neither the Company nor Canaccord Genuity can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor Canaccord Genuity undertake to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;

39.          if in a member state of the EEA, unless otherwise specifically agreed with Canaccord Genuity in writing, it is a Qualified Investor;

40.          it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to Qualified Investors 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 within the meaning of the Prospectus Regulation;

41.          if a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for 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 the United Kingdom or a member state of the EEA which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the prior consent of Canaccord Genuity has been given to each proposed offer or resale;

42.          if in the United Kingdom, that it is a Qualified Investor (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;

43.          it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000, as amended ("FSMA");

44.          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 the Placing Documents have not and will not have been approved by Canaccord Genuity 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;

45.          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 Placing Shares (including all applicable provisions in FSMA and MAR in respect of anything done in, from or otherwise involving, the United Kingdom);

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

47.          it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of 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;

48.          in order to ensure compliance with the Regulations, Canaccord Genuity (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 Canaccord Genuity or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Canaccord Genuity's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Canaccord Genuity'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 Canaccord Genuity (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Canaccord Genuity 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;

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

50.          it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord Genuity may in its 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 Placing 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 Placing Shares;

51.          any money held in an account with Canaccord Genuity 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 Canaccord Genuity's 's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;

52.          its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Canaccord Genuity or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

53.          neither Canaccord Genuity nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;

54.          if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of 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;

55.          if in the United Kingdom, unless otherwise agreed by Canaccord Genuity, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;

56.          it undertakes to Canaccord Genuity at the time of making its commitment to acquire Placing Shares that it will confirm in writing to Canaccord Genuity in the form of confirmation sent by Canaccord Genuity to Placees the number of Placing Shares it intends to acquire and in respect of which VCT or EIS Relief will be sought and those Placing Shares in respect of which such relief will not be sought;

57.          the rights and remedies of the Company and Canaccord Genuity 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;

58.          acknowledges that the Retail Offer does not form part of the Placing and nor is the Placing conditional on Retail Offer, but that the Retail Offer is conditional on the Placing; and

59.          these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, 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 Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Canaccord Genuity 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 and Canaccord Genuity and are irrevocable. Canaccord Genuity, 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 Canaccord Genuity 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, Canaccord Genuity 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 Canaccord Genuity, the Company or any 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 Placing.

Where the Placees are acting in its capacity as a discretionary investment manager on behalf of its underlying clients, then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of this Announcement and not the underlying client. For the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client.

Taxation

The agreement to allot and issue Placing 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 Placing Shares in question. Such agreement also assumes 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 or duties may be payable, for which neither the Company nor the Canaccord Genuity will be responsible and the Placees shall indemnify the Company and Canaccord Genuity 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 Canaccord Genuity in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Canaccord Genuity accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and Canaccord Genuity are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of the United Kingdom or any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Canaccord Genuity and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold Canaccord Genuity 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 Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.

Enterprise Investment Scheme (EIS) and Venture Capital Trusts (VCT)

The Company has applied for, and has received, advance assurance from HMRC to the effect that, subject to receipt of a satisfactory compliance statement from the Company, certain of the Placing Shares (expected to be all of the First Tranche Placing Shares but not any of the Second Tranche Placing Shares or the Retail Offer Shares) are capable of satisfying the requirements for EIS Relief. The Company also expects certain of the Placing Shares (expected to be all of the First Tranche Placing Shares but not any of the Second Tranche Placing Shares or the Retail Offer Shares) to be capable of constituting a qualifying holding for VCT purposes.

The status of such Shares as a qualifying holding for VCT purposes will be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership. The status of such Shares as qualifying for EIS Relief will be conditional (amongst other things) on the qualifying conditions being satisfied, both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue.

There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT and/or EIS purposes (and indeed circumstances may arise where the Directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for VCT and EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letters which may have been given by the Company to certain EIS and/or VCT investors in connection with the Placing.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents 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 Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

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, the Placing Documents.

APPENDIX 2

DEFINITIONS

The following definitions apply in the Appendices, and as the context shall admit, in the Announcement: