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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN 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 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.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

14 November 2019

Bilby Plc

("Bilby" or the "Company")

Proposed Fundraise to raise a minimum of £2 million

Bilby plc (AIM: BILB), a leading gas heating, electrical and building services provider, wishes to announce a proposed fundraise to raise gross proceeds of a minimum of £2 million by way of a placing (the "Placing") and a subscription (the "Subscription") of new ordinary shares of 10 pence each in the Company ("New Shares") (the Placing and the Subscription, together the "Fundraise").

The net proceeds of the Fundraise will be used to improve the Company's working capital position. By undertaking the Fundraise the Company has been granted temporary amendments to its financial covenants with HSBC UK Bank ("HSBC") until June 2020 which will provide Bilby with additional time and flexibility to agree new debt facilities with rebased financial covenants, a process which may involve a further equity fundraising.

Key Highlights:

·      Proposed Fundraise of New Shares with institutional investors to raise a minimum of £2 million (before expenses)

·      Certain of the Directors and senior management have indicated an intention to participate in the Fundraise for an amount of £365,000 by way of the Subscription

·      The Company intends to use the net proceeds of the Fundraise to improve its working capital position.

·      Agreed with HSBC temporary amendments to financial covenants in the existing debt facility, including a waiver of financial covenants for the test periods ending 30 June 2019 and 30 September 2019, and a covenant re-set until June 2020, to provide the Company with additional time and flexibility to agree new debt facilities with rebased financial covenants.

·      The Group continues to trade in line with management expectations and there are no major contracts up for renewal in the current financial year.

·      For the year ending 31 March 2020, and in addition to the required investment programme, the Board remains confident of at least maintaining underlying revenues of £59 million with an adjusted EBITDA of not less than £4.5 million.

·      Canaccord Genuity Limited ("Canaccord Genuity") is acting as Nominated Adviser, sole bookrunner and sole broker in relation to the proposed Placing.

Completion of the Fundraise is subject only to Admission, and the Company is using its existing shareholder authorities granted at the annual general meeting on 28 October 2019. The New Shares are expected to be admitted to trading on or around 20 November 2019 ("Admission"). 

The Company announced on 19 September 2019 that it was considering an equity fund raise in the short term to provide additional resources to reduce overall indebtedness. Given the tight working capital position that the Company is in, and the limited headroom in its existing debt facilities, the Board believes an equity fundraising is required to improve its working capital position.

In conjunction with the Fundraise, the Company requested a waiver of its financial covenants contained in its existing facility agreement for the quarters of June and September 2019 and a temporary reset of covenants for the subsequent three quarters until June 2020, which has been granted by HSBC.

The temporary amendments to the financial covenants in its existing debt facility will allow the Company additional time and flexibility to agree new debt facilities with HSBC, but if it does not do so at the end of June 2020, the financial covenants will revert to the current financial covenants as described below. Under this scenario, based on the Company's current financial forecasts, the Company is likely to be in breach of certain of the financial covenants at the September 2020 covenant test.

Following completion of the Fundraise, the Company may need to raise additional equity to facilitate any agreement with HSBC to agree new debt facilities with rebased financial covenants.  HSBC remains supportive of the Group and its strategic plan to restructure the Group. However, there is a risk that the Company is not able to agree new debt facilities with HSBC and, in such a situation, the Board would seek to agree new debt facilities with another party and/or seek to raise additional equity capital.

If the Fundraise does not complete, the Board would have to consider alternative equity and/or debt funding for the Company and/or seek to enter into a new debt facility agreement with HSBC, which would be expected to be more onerous than the existing debt facility agreement and there is no guarantee that this would be available. Shareholders should be aware that in the event that the Company is unable to obtain such alternative funding there is a risk of the Company not being able to continue trading as a going concern. Whilst the Board does not consider this to be a likely scenario, nevertheless were it to occur, Shareholders could lose all or a substantial amount of the value of their investment in the Company.

Background on the Company:

Bilby Plc is a leading gas heating, electrical and building services provider to over 300,000 local authority and housing association properties in London and the South East. Bilby was formed through a buy and build now comprising four divisions:

·      Purdy - an award-winning contractor in electrical, mechanical and property services;

·      DCB (Kent) - a provider of high-quality building, refurbishment and maintenance services;

·      Spokemead - a specialist in electrical installation, repairs and maintenance services;

·      R. Dunham - a provider of electrical installation and maintenance services.

P&R - Bilby's former gas heating division closed in July 2019.

Background to the Fundraise:

The Company announced its final results on 19 September 2019. Included within that announcement was an overview of the Company's financial position, an extract of which is set out below:

"…The Group's overall financial position has been impacted by the increased debt levels and the underlying losses, impairment write offs and restructuring costs at P&R. As a result the Group has been in regular dialogue with our bankers HSBC UK Bank Plc. For the 31 March 2019 covenant tests, the Group was in breach of certain of the financial covenants set by HSBC UK Bank Plc. The Group requested a waiver of the breach of covenants which was formally approved by HSBC UK Bank Plc for the year to 31 March 2019 and the Directors continue to be in detailed discussions with HSBC UK Bank Plc who remain supportive of the Group and its strategic plan to restructure the Group.

The Group and HSBC UK Bank Plc are in discussions about restructuring the borrowing facilities and rebasing the financial covenants. Whilst HSBC UK Bank Plc remain supportive of the Group there is no formal documentation in place at the date of signing these financial statements. The financial covenants are tested quarterly and based on the existing facility agreement it is expected that the Group will be in breach of certain of the financial covenants at the next covenant test. The Board is also considering an equity fund raise in the short term to provide additional resources in order to reduce overall indebtedness…

Total borrowings at 31 March 2019 amounted to £10.9 million comprising Term loans of £5.3 million, a mortgage loan of £0.4m and an overdraft of £5.2 million. Total borrowings have increased by £5.5 million in the Period. At 31 March 2018 total borrowings were £5.4 million comprising Term loan of £4.0 million, a mortgage loan of £0.4 million and overdraft of £1.0 million.

The current financial covenant measures with HSBC UK Bank Plc reference a definition of net debt. In addition to total borrowings of £10.9 million at 31 March 2019 (as set out above and in note 10) the net debt definition includes deferred consideration (£476,000), purchasing card facility utilised (£2.5 million utilised of a facility of £3.0 million), finance lease commitments (£10,000) and financial guarantees provided by HSBC UK Bank Plc to subsidiary companies (£30,000)…"

P&R

Within the final results on 19 September 2019, the Company also disclosed that the financial performance was impacted by the performance at P&R which has also impacted the working capital position and overall indebtedness which has led to the requirement for the Fundraise.

"…Financial performance of the Group was negatively impacted by one subsidiary, P&R, that recorded an underlying EBITDA loss of £2.1million and significant non-underlying items of £9.0 million. This was driven by:

·      Two severely loss-making contracts with Carillion Amey and East Kent Housing - both of which have been terminated and occurred as a result of failings of previous management and poor governance at the subsidiary

In the second half of the year, the Board initiated an operational and financial review of the Group that resulted in the following actions post-financial period:

·      Exit from East Kent Housing contract on 3 July 2019 (following formal notice of termination by P&R in April 2019)

·      The closure of P&R's gas servicing division on 3 July 2019

·      P&R's profitable building services contracts being transferred to the management responsibility of Purdy

P&R now has no day-to-day operations and accordingly minimal associated running costs

Excluding the performance of P&R, Group revenue increased by 5.3% and underlying EBITDA was maintained demonstrating the continuing robustness of the business…"

Total borrowings at 25 October 2019 is £9.9 million (unaudited), and net debt for financial covenant purposes at 25 October 2019 (which in addition to total borrowings includes deferred consideration, purchasing card facility utilised, finance lease commitments and financial guarantees provided by HSBC) is £12.7 million (unaudited). Working capital continues to be tight with limited headroom against the existing borrowing facilities (total facilities: £14.3 million). 

Since 31 March 2019, there have been significant cash related exceptional costs relating to losses at P&R that were included in the audited accounts for the year ended 31 March 2019 These totalled £1.935 million, which have now been substantially paid during the period from 31 March 2019 to 25 October 2019. In addition to that, Bilby has settled the final cash consideration for the acquisition of R. Dunham (UK) Limited totalling £476k as well as scheduled repayments under its term loan facility of £832k since 31 March 2019.

The solid underlying cash generation of the Group has in part enabled these payments to be met but has also resulted in a stretch in its trade creditors balance of approximately £1.6 million, which has put pressure on the Group's working capital position.  An injection of equity capital to improve working capital and to reduce the stretch in the trade creditors balance would support the Group's ability to deliver operational progress.     

As set out above, the Company announced on 19 September 2019 that it was considering an equity fund raise to provide additional resources to reduce overall indebtedness.

Fundraise Consideration

The Directors believe the Fundraise to be in the best interests of the Company and its Shareholders as a whole. As set out above, the net proceeds of the Fundraise are required in short order to improve the Company's working capital position and to allow the Company the time and flexibility to agree new debt facilities with HSBC with rebased financial covenants, a process which may also involve raising additional equity. 

The Directors have concluded that a Fundraise is the most appropriate structure to raise equity funding for the following inter-linked reasons:

-     a non-pre-emptive offer enabled the Company to demonstrate funding certainty to HSBC in order to secure the temporary amendments to the financial covenants;

-     the time and costs associated with a pre-emptive open offer would have been longer and higher, and offered no certainty of a meaningful funding.

Certain of the Directors and senior management have indicated an intention to participate in the Fundraise for an aggregate amount of £365,000.     

Agreement with HSBC

As described above, Bilby has agreed certain temporary amendments to its existing debt facility with HSBC in order to facilitate the Fundraise.

As agreed with HSBC, the use of proceeds from the Fundraise and any subsequent equity fundraising is set out as follows:

·      the first £2 million of equity funds raised would be used as working capital to support Bilby's current cash position;

·      the next £1 million of equity funds raised would be used to reduce indebtedness with HSBC; and  

·      60 per cent. of any equity funds raised above £3 million would be used to reduce indebtedness with HSBC and the balance for Bilby's working capital purposes.

Covenants

As announced on 19 September 2019, Bilby's financial covenants are tested quarterly and based on the existing facility agreement it was expected that the Group would be in breach of certain of the financial covenants at the next covenant test.

Bilby has agreed with HSBC that the financial covenants tests will be waived for the June and September 2019 quarters. In addition, HSBC has agreed to reset the financial covenants for the December 2019, March 2020 and June 2020 quarters as set out below:

As part of the covenant waiver and re-set, HSBC has increased the interest margin on the £4.2 million term loan from 2.75 per cent above LIBOR to 3.75 per cent. 

Use of proceeds:                                                               

The net proceeds of the Fundraise will be used to provide working capital to the Group. The Company has agreed with HSBC that should the Company raise in excess of £2 million, the net proceeds of the fundraise in excess of £2 million will be used to repay indebtedness and for working capital purposes as set out above.

Current Trading and Outlook:

The Company announced its final results for the year ended 31 March 2019 on 19 September 2019 together with an update on current trading. The Company intends to publish its interim results for the period of 6 months from 1 April 2019 to 30 September 2019 in December 2019. 

Since 31 March 2019, the Group has secured new contracts, driven efficiencies and already benefited from the start of centralising functions. The Group has no major contracts up for renewal in the current financial year. New business wins include contracts with visible revenues of approximately £5.7 million, and anticipated revenues over the next three years have increased from £162.3m (31 March 2019) to £180.8 million (1 October 2019).

The Group has no update in relation to its ongoing formal resolution proceedings with East Kent Housing beyond that provided at the time of its 2019 final results, other than the adjudication process with East Kent Housing is underway and is currently expected to conclude by the end of 2019.

The Group continues to trade in line with management expectations. For the year ending 31 March 2020, and in addition to the required investment programme, the Board remains confident of at least maintaining underlying revenues of £59 million with an adjusted EBITDA of not less than £4.5 million.

Details of the Placing and Subscription:

The Placing is being conducted by way of a fixed price Placing, in accordance with the terms and conditions set out in the Appendix to this announcement (the "Appendix").

Canaccord Genuity is acting as nominated adviser, broker and bookrunner in connection with the proposed Placing. The allocation of the New Shares shall be at the full discretion of Canaccord Genuity (the "Broker") in consultation with the Company. The Placing is not underwritten.

Pursuant to the terms of the Placing Agreement, Canaccord Genuity, as agent for the Company, has conditionally agreed to use its reasonable endeavours to place the New Shares with certain institutional and other investors. The Placing Agreement is conditional upon, amongst other things, Admission occurring on or before 8.00 a.m. on 20 November 2019 (or such later time and/or date as the Company and Canaccord Genuity may agree, but in any event by no later than 8.00 a.m. on 30 November 2019).

Certain of the Directors and senior management have indicated an intention to participate in the Fundraise for an aggregate amount of £365,000 by way of a subscription letter. New Shares issued in accordance with the Subscription are expected to be subject to an 18-month lock-in.    

Completion of the Fundraise is subject only to Admission. Application has been made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. Admission of the New Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 20 November 2019.   

The New Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company.

The Appendix (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

For further information, please contact:

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

The person responsible for arranging the release of this information is David Bullen, Chief Executive Officer of the Company.

IMPORTANT NOTICE

The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

This Announcement, including the Appendix, is not for publication or distribution, directly or indirectly, in or into the United States of America.  This Announcement, including the Appendix, is not an offer of securities for sale in the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

This Announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement, including the Appendix, is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, Japan, the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group or Canaccord Genuity or Standard Capital Partners or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this Announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement.

Canaccord Genuity is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Canaccord Genuity will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 therefore 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.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BROKER, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND THE BROKER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN NEW SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the New Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the New Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

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

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

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

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

These terms and conditions apply to persons making an offer to acquire New Shares. Each Placee hereby agrees with the Broker and the Company to be bound by these terms and conditions as being the terms and conditions upon which New Shares will be issued or acquired. A Placee shall, without limitation, become so bound if the Broker confirms to such Placee its allocation of New Shares.

Upon being notified of its allocation of New Shares, a Placee shall be contractually committed to acquire the number of New Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

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

Details of the Placing Agreement and the New Shares

The Broker and the Company have entered into a Placing Agreement, under which the Broker has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the New Shares at the Issue Price. It is expected that the Placing will raise £2 million in gross proceeds. The Placing is not being underwritten by the Broker or any other person.

The New Shares will be issued on or around 14 November 2019. The New Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the New Shares.

The New Shares will trade on AIM under BILB with ISIN GB00BV9GHQ09. 

Application for admission to trading

Application has been made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. Admission for the New Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 20 November 2019 (the " Admission"). In any event, the latest date for Admission is 30 November 2019 (the "Long Stop Date").

Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any New Shares.

Participation in, and principal terms of, the Placing are as follows:

1.            The Broker is arranging the Placing as agent for, and broker of, the Company.

2.            The number of New Shares to be issued will be agreed between the Broker and the Company following completion of a bookbuilding exercise by the Broker (the "Bookbuild"). The results of the Bookbuild will be released via a Regulatory Information Service following the completion of the Bookbuild.

3.            The Bookbuild is expected to close no later than 8:00 a.m. on 15 November 2019 but may be closed earlier or later at the discretion of the Broker. The Broker may, in agreement with the Company, accept bids received after the Bookbuild has closed.

4.            Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Broker. The Broker is entitled to participate in the Placing as principal.

5.            Each Placee's allocation has been or will be confirmed to Placees orally, or in writing (which can include email), by the Broker and a trade confirmation or contract note has been or will be dispatched as soon as possible thereafter. The Broker's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Broker and the Company, under which it agrees to acquire by subscription the number of New Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Broker's consent, such commitment will not be capable of variation or revocation.

6.            Each Placee's allocation will, unless otherwise agreed between the Placee and the Broker, be evidenced by a trade confirmation or contract note issued to each such Placee by the Broker.  The terms and conditions of this Announcement (including the Appendix) will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with the Broker's consent will not be capable of variation or revocation from the time at which it is issued.

7.            Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Broker (as agent for the Company), to pay to the Broker (or as the Broker may direct) in cleared funds an amount equal to the produce of the Issue Price and the number of New Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

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

10.          All obligations of the Broker under the Placing will be subject to fulfilment of the conditions referred to below "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".

11.          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.

12.          To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither the Broker nor any of its Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the New Shares to the Placees and the Broker and its Affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Broker nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Placing.

Conditions of the Placing

The Broker's obligations under the Placing Agreement in respect of, amongst other things, the Placing are conditional on, inter alia:

1.            the release of this Announcement to a Regulatory Information Service by no later than 5:30 p.m. on 14 November 2019;

2.            the delivery by the Company to the Broker of certain documents required under the Placing Agreement;

3.            the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;

4.            none of the warranties given in the Placing Agreement being untrue or inaccurate or misleading in any respect at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the warranties untrue or inaccurate or misleading in any respect if it was repeated as at Admission;

5.            the issue and allotment of the New Shares, conditional only upon admission of such Ordinary Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules, by 1 November 2019 or such later time as may be agreed between the Company and the Broker, not being later than the Long Stop Date;

6.            admission of the New Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules on or before 20 November 2019; and

7.            the Placing Agreement not having been terminated by the Broker.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Broker by the respective time or date where specified (or such later time or date as the Broker may notify to the Company); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the New Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Broker may, at their discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Broker, the Company nor any of their respective Affiliates 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 the Broker.

Right to terminate the Placing Agreement

The Broker is entitled to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission (in respect of the Placing):

1.            the Company is in breach of any provision of the Placing Agreement, or with the requirements of any laws or regulations (including the Market Abuse Regulation and the AIM Rules) in relation to the Placing;

2.            the Broker becomes aware of any circumstance which results in any of the warranties given in the Placing Agreement being not true or inaccurate or misleading when given at the date of the Placing Agreement or which results in or might in the opinion of the Broker results in any of the warranties being not true or inaccurate or misleading when deemed given;

3.            the appointment of the Broker pursuant to the engagement letter between the Broker and the Company dated 12 November 2019 and/or as nominated adviser to the Company is terminated for whatever reason;

4.            it should come to the notice of the Broker that any statement contained in any of the Placing Documents (as defined in the Placing Agreement) is untrue or inaccurate which the Broker considers to be material or misleading or that matters have arisen which would, if the Issue Documents were issued at that time, constitute an omission therefrom which the Broker (acting in good faith) considers to be material, and such matter may not, in the opinion of the Broker be addressed by the publication of a further document or the making of an announcement;

5.            in the opinion of the Broker any material adverse change in the financial or trading position or prospects of the Company or any Group Company or the Group as a whole has or will occur;

6.            the AIM Application being refused by the London Stock Exchange;

7.            a suspension or cancellation of trading in securities generally on the London Stock Exchange or trading is limited or minimum prices established on such exchange; or

8.            an event or other matter (including, without limitation, any change or development in national or international economic, financial, political, diplomatic, military or other market conditions or any change in any government regulation) has occurred or is likely to occur which, in the opinion of the Broker acting in good faith, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for the Broker to perform their respective obligations under the Placing Agreement; for these purposes 'market conditions' includes conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally.

If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Broker and that the Broker need not make any reference to Placees in this regard and that neither the Broker nor any of its respective Affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The New Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Broker or any other person and neither the Broker, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Broker, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Broker is making any undertaking or warranty to any Placee regarding the legality of an investment in the New Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the New Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the New Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Broker in accordance with the standing CREST settlement instructions which they have in place with the Broker.

Settlement of transactions in the New Shares (ISIN: GB00BV9GHQ09) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, the Broker reserves the right to require settlement for, and delivery of, the New Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement of the New Shares will be on 20 November 2019 unless otherwise notified by the Broker and Admission is expected to occur by 20 November 2019 or such later time as may be agreed between the Company and the Broker, not being later than the Long Stop Date.

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 2 percentage points above the prevailing LIBOR as determined by the Broker.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Broker may sell any or all of the New Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Broker on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such New Shares on such Placee's behalf. By communicating a bid for New Shares, each Placee confers on the Broker such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Broker lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any New Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If New Shares are to be delivered to a custodian or settlement agent, Placees should ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as New Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Broker nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the New Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Broker (for itself and on behalf of the Company):

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

2.            that the shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

3.            that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

4.            that the exercise by the Broker of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Broker and the Broker need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Broker or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

5.            that these terms and conditions represent the whole and only agreement between it, the Broker and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the New Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the New Shares. Each Placee agrees that neither the Company, the Broker nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

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

7.            that neither it nor, as the case may be, its clients expect the Broker to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Broker is not acting for it or its clients, and that the Broker will not be responsible for providing the protections afforded to customers of the Broker or for providing advice in respect of the transactions described herein;

8.            that it has made its own assessment of the New Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither the Broker or the Company nor any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the New Shares or the Company or any other person other than the information in this Announcement  or the Publicly Available Information; nor has it requested the Broker, the Company or any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

9.            that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the New Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the New Shares and it has made its own assessment of the Company, the New Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;

10.          that neither the Broker or the Company nor any of their respective Affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the New Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;

11.          that it and the person(s), if any, for whose account or benefit it is subscribing for the New Shares is not subscribing for and/or purchasing New Shares as a result of any "directed selling efforts" as defined in Regulation S;

12.          that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase New Shares was given and it is not acquiring New Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any New Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the New Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

13.          that it is not a national or resident of Canada, Australia, South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the New Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the New Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;

14.          that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Shares and it is not acting on a non-discretionary basis for any such person;

15.          that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the New Shares to any persons within the United States;

16.          that it (and any person acting on its behalf) will make payment for the New Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Shares may be placed with other subscribers or sold as the Broker may in its discretion determine and without liability to such Placee;

17.          that it is entitled to subscribe for and/or purchase New Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Broker or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

18.          that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the New Shares and to perform its subscription and/or purchase obligations;

19.          that where it is acquiring New Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the New Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and this Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Broker;   

20.          that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any New Shares that are allocated to it for the purposes of its business;

21.          that, unless otherwise agreed by the Broker, it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"));

22.          that, unless otherwise agreed by the Broker, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing New Shares for investment only and not with a view to resale or distribution;

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

24.          that any money held in an account with the Broker (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Broker's (or its nominee) money in accordance with such client money rules and will be used by the Broker in the course of its own business and each Placee will rank only as a general creditor of the Broker;

25.          that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

26.          that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

27.          that it will not deal or cause or permit any other person to deal in all or any of the New Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

28.          that it appoints irrevocably any director of the Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the New Shares;

29.          that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

30.          that this Announcement does not constitute a securities recommendation or financial product advice and that neither the Broker nor the Company has considered its particular objectives, financial situation and needs;

31.          that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the New Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

32.          that it will indemnify and hold the Company and the Broker and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Broker will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Broker and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Broker for itself and on behalf of the Company and will survive completion of the Placing and Admission;

33.          that time shall be of the essence as regards obligations pursuant to this Appendix;

34.          that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Broker to provide any legal, financial, tax or other advice to it;

35.          that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Broker shall notify it of such amendments;

36.          that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse Regulation, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of New Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in its absolute discretion;

37.          that it will not make any offer to the public of those New Shares to be subscribed for and/or purchased by it for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004;

38.          that it will not distribute any document relating to the New Shares and it will be acquiring the New Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any New Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the New Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the New Shares for the account of any third party;

39.          that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the New Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

40.          that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Broker;

41.          that the Broker owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

42.          that the Broker or any of its respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Shares;

43.          that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the New Shares; and

44.          that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, the Broker and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker for itself and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Broker.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the New Shares in question. Such agreement assumes that the New Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the New Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the New Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Broker will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of New Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Broker in the event that any of the Company and/or the Broker have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription or purchase by them of any New Shares or the agreement by them to subscribe for or purchase any New Shares.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Broker or by any of their respective Affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

DEFINITIONS

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