DUKE Duke Capital Limited

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") AS THEY FORM PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

14 November 2024

Duke Capital Limited

("Duke Capital", "Duke" or the "Company")

Placing, Subscription & Broker Option to raise a minimum of £15 million

Retail Offer to raise up to an additional £3 million

at a price of 27.5 pence per share

and

Notice of Extraordinary General Meeting

Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital solutions for SME business owners in Europe and North America, is pleased to announce a proposed fundraising of a minimum of £15 million through the issue of new Ordinary Shares to support its next phase of growth.

Transaction Highlights

·     Conditional Placing and Subscription to raise a minimum of £15 million through the issue of a minimum of 48,836,366 Placing Shares and minimum of 5,709,089 Subscription Shares at the Issue Price of 27.5p per share

·     Management intends to subscribe for an aggregate of £0.82 million via the Placing and/or Subscription

·     The Placing is being conducted by way of an accelerated bookbuild process which will commence immediately following this announcement, the results of which will be announced shortly

·     Company has granted a Broker Option to the Joint Brokers, enabling other institutional investors and private client brokers the opportunity to participate in the Fundraising at the Issue Price, following the closing of the accelerated bookbuild, up until midday on Friday 22 November 2024

·     In addition, a Retail Offer will be launched to raise up to an additional £3 million, to enable other retail investors to participate in the Fundraising at the Issue Price up until midday on Friday 22 November 2024

·     The net proceeds from the Fundraising are intended to be used to enhance value within Duke's portfolio through additional investment to support accretive near-term M&A opportunities by certain existing Capital Partners

·    Additionally, following this raise, Duke will be well positioned to:

o  Build EBITDA to levels where multiple expansion is realised upon exit

o  Opportunistically build equity stakes in certain Capital Partners

o  Take advantage of the rapidly expanding private credit market by raising new third party institutional capital for further investment

·     Completion of the Fundraising is conditional, inter alia, upon Shareholder approval at the extraordinary general meeting to be held on or around 3 December 2024 (the "Extraordinary General Meeting").

·     The Issue Price represents a discount of approximately 8.94% to the closing mid-market price on 13 November 2024, being the latest practicable date before this announcement.

·     Cavendish and Canaccord are acting as Joint Brokers on the Placing.

The Placing will be undertaken by way of an accelerated bookbuild with institutional investors to raise, together with a subscription of new Ordinary Shares by certain management and other existing and new shareholders (the "Subscription"), a minimum of £15 million (before expenses), at the issue price of 27.5 pence per share ("Issue Price"). In addition to those commitments for 5,709,089 Subscription Shares received by the Company as at the date of this announcement, the Company reserves the right, prior to the Extraordinary General Meeting, to enter into further subscription agreements for the issue of additional Subscription Shares to accommodate demand, further details of which would be announced separately by the Company.

The Company has also granted to Cavendish and Canaccord a broker option (the "Broker Option") under which additional new Ordinary Shares (the "Broker Option Shares") may be issued to institutional investors and private client brokers who wish to participate in the Fundraising following the closing of the accelerated bookbuild. To the extent that the Broker Option is exercised, the Broker Option Shares will be issued at the Issue Price. Orders for the Broker Option must be submitted to Cavendish or Canaccord and will only be accepted from institutional investors or private client brokers. Further detail on how to participate in the Broker Option is set out below.

In addition to the Placing, Subscription and Broker Option, the Company is providing Retail Investors with the opportunity to subscribe for up to 10,909,090 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price, via the BookBuild Platform, to raise up to an additional £3 million (before expenses), by way of the Retail Offer. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing is not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing, the Subscription or the Broker Option.

The final number of new Ordinary Shares to be issued pursuant to the Broker Option, Subscription and Retail Offer will be announced following closing on or around 22 November 2024. Applications under the Broker Option and Retail Offer may be subject to scale back at the Company's discretion.  

The Fundraising is not being underwritten. The Issue Price represents a discount of approximately 8.94% per share to the mid-market closing price of 30.2 pence on 13 November 2024, being the latest practicable date prior to publication of this announcement.

Cavendish Capital Markets Limited and Canaccord Genuity Limited are acting as Joint Brokers in relation to the Placing.

A circular, containing further details of the Fundraising and notice of the Extraordinary General Meeting to be held at 11.00 a.m. on 3 December 2024 to, inter alia, approve the resolution required to implement the Fundraising, is expected to be published and despatched to Shareholders shortly (the "Circular").  Following its publication, the Circular will be available on the Group's website at https://dukecapital.com/investors/

Unless otherwise defined, capitalised terms in this announcement shall have the meaning as set out in the Definitions section, contained within the Appendix to this announcement.

Neil Johnson, CEO of Duke Capital, said:

"Over the last 3 years of interest rate hikes, 40-year high inflation and global uncertainty, I am proud to say that Duke has continued to deliver. With these funds, we will be positioned to continue supporting our partners with buy and build strategies, who have identified acquisitions at attractive EBITDA multiples.  As such, we are motivated to execute on the array of near term growth opportunities available to us and this placing will create additional value across our portfolio in the short term, while also enabling us to achieve a strong strategic step in delivering our broader growth plan.

"In addition, the opportunity within the private credit market has expanded significantly and has almost tripled to US$1.4 trillion in the past decade.  As such, we continue to pursue our third-party funding strategy and are pleased with the interest shown by multi-billion-dollar capital providers. Our success in this strategy will eliminate cash drag, represent accretive fee-based revenue and reduce Duke's dependence on the equity markets, thereby minimising dilution and enabling us to execute on strategic growth opportunities more rapidly and at scale. This is an exciting time for Duke Capital, and I am pleased to present this opportunity to all our shareholders."

***ENDS***

For further information, please visit https://dukecapital.com/ or contact:

About Duke Capital

Duke is a leading provider of hybrid capital solutions for SME business owners in Europe and North America, combining the best features of both equity and debt.

Since 2017, Duke has provided  long-term financing which eliminates re-financing risk and necessity for a short-term exit by providing a 'corporate mortgage' while also aligning its returns to grow with the success of the business.

Duke is focused on generating attractive risk-adjusted returns for shareholders and has a track record of achieving this across market cycles. It's three investment pillars are capital preservation, attractive dividend yield, and to provide upside upon exits.  Duke is listed on the AIM market under the ticker DUKE and is headquartered in Guernsey.

                                             EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

References to times in this document are to London time unless otherwise stated.

The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Members. Members may not receive any further written communication.

Background to and reasons for the Fundraising

Operational progress

Duke is a provider of long-term alternative capital solutions to a diversified range of private, owner-managed SME businesses in Europe and abroad. Over the past three years, the Directors believe that the Company has further validated its business model having delivered:

·     A 66% increase in quarterly recurring revenue since Q3 FY22 to a record high of £6.4 million in Q2 FY25

·     £33.3 million in dividends paid out to shareholders

·     A total shareholder return of +9.1% since its fundraising in 2021 to November 2024, versus a fall of 37.5% by the AIM All Share index over the same period

·     Non-dilutive capital of £83.7 million, through an upsized debt facility on improved terms and 3 exits by Capital Partners achieving IRRs in excess of 20% each

·     Equity stakes taken in 11 Capital Partners to drive capital growth, with such holdings valued by the Company at £16 million

Duke continues to actively source new investment opportunities and since Jan-2024, has reviewed 106 new deal opportunities with a combined potential deal value of c.£830 million.

Evolution of strategy - equity upside

Since inception, Duke's hybrid capital model has been designed to provide its portfolio companies ("Capital Partners") with a passive, flexible and long-term financing solution with limited refinancing risk, whilst also stable returns and income for Duke's shareholders. The model combines elements of private credit and private equity to deliver this. Duke's ability to provide consistent and stable dividends has been underpinned by its recurring cash revenues from its "corporate mortgage" style senior secured instrument, provided to Capital Partners. Duke currently has over £780 million of contractual revenue due from its Capital Partners over next 30 years, assuming no growth to current yield and that these investments are held to term. Of the total £224 million total capital provided by Duke to its 14 current Capital Partners, these Capital Partners have returned, to date, £85 million in cash to Duke. The Company's model also offers returns via exit premiums, which are payable upon the early redemption of investments by Capital Partners, as well as through equity stakes held by Duke in its Capital Partners.

Historically, Duke has taken only minority equity stakes in a limited number of Capital Partners. Having adopted the IFRS 10 accounting standard in 2024 however, Duke has benefited from greater flexibility to opportunistically increase equity stakes in certain portfolio companies, with a view to realising additional upside upon exit, thereby engendering higher IRR potential for the Group.

Duke now holds equity stakes in 11 Capital Partners with exposure to 75 underlying operating companies and has demonstrated the benefit of doing so. To date, Duke has seen exits by eight Capital Partners. In particular, the exits of Duke's investments in Fabrikat and BHP demonstrate the returns that are possible when Duke has significant equity stakes. These exits generated internal rates of return (IRR) of 32.4% and 28.8% respectively.

Portfolio M&A opportunities

BPVA (Ireland) Limited ("BVPA") and United Glass Group ("UGG")   represent two key Capital Partners that, in the Directors' view, embody the inherent value within the Group's existing portfolio through Duke's equity stakes, which are outlined below.

BPVA is a buy & build platform in the resourcing and recruitment space, and provides both permanent and flexible staff to SMEs, large blue-chip companies and public sector entities across a range of sectors. Since Duke's initial investment in September 2018, BPVA has made four major acquisitions and executed two smaller bolt-on acquisitions. Over this period, Duke has invested £18.6 million and supported the business which anticipates EBITDA of £8.2 million over the next 12 months. Duke currently holds a 30% equity stake in the BPVA and is well positioned to benefit from the Company's continued commercial growth in the event of an exit.

Another of Duke's Capital Partners, UGG, comprises a group of companies focused on glass processing, manufacturing and merchanting to commercial and residential customers across the UK. UGG is focused on the manufacturing and distribution of flat glass product lines throughout the Midlands region. Duke has invested £15.0 million since March 2018 into UGG, which expects to generate £4.8 million in EBITDA over the next 12 months. UGG's management team have demonstrated extensive knowledge of the sector which has led to Duke increasing its equity stake to 73.9%.

Both BPVA and UGG are in advanced discussions with a view to completing further acquisitions in the near term, in line with their buy and build strategies. Another Capital Partner, Tristone Healthcare, is also looking to complete near term acquisitions.

Third party capital raise

To date, Duke has been reliant on funding from equity raises and its existing credit facility to fund and grow its portfolio. The Company is grateful to its shareholders for their support in this regard. Whilst these equity raises have been critical in supporting Duke's growth to date, the Directors have been exploring the optimal route to further expand its portfolio, with a focus on creating a self-financing model, minimising Duke's dependence on the equity markets and the ongoing future dilution to shareholders of Duke Capital Limited.

The private credit market has grown significantly in the past decade, increasing from US$0.4 trillion in 2014 to US$1.4 trillion in 2023. Duke has embarked on a process seeking to raise c.£100 million of third-party capital within a new special purpose vehicle with a joint venture structure. To assist in the exercise, Duke has engaged a placement agent to approach potential capital providers and has now received indicative term sheets from multi-billion dollar capital providers on potential new funding. Should the new funding be secured, Duke's intention is to grow the portfolio though co-investments between Duke Capital Limited and the SPV, in which Duke itself would have an interest to minimise conflicts of interest. The Company's intention is to continue with the same hybrid credit product as currently deployed and the expected management fee and performance fee income to Duke should result in accretive cash flow for public shareholders. Should the third-party capital be secured, this structure would provide committed capital to draw on for further investments without reliance on public equity raises.

Use of Proceeds

The net proceeds from the Fundraising will allow Duke to support near-term M&A opportunities within its current portfolio and continue to build larger equity stakes where possible. As detailed above, Duke has identified opportunities to generate further value within the Group's existing portfolio with near-term acquisition targets identified, inter alia, for BPVA, UGG and Tristone Healthcare. The Directors believe these Capital Partners will attract higher EBITDA multiples on exit as they further scale and through M&A and deliver higher levels of earnings, in turn providing higher potential returns to Duke.

In addition to supporting the existing portfolio, the proceeds from the Fundraise are expected to facilitate Duke's Group's third-party capital fundraising exercise by maintaining deployment momentum and demonstrating shareholder support for the Group's strategy.

Current trading and Outlook

The Group has experienced continued commercial momentum in the current financial period. On 30 September 2024 the Group released a trading update for the first quarter (ended 30 June 2024) of the financial year ending 31 March 2025 ("FY25"). The Company reported recurring cash revenues of £6.3 million and total cash revenues of £6.8 million in the period, alongside guidance for the second quarter, with record recurring cash revenues of £6.4 million.

The Company continues to trade in line with market expectations and will announce its unaudited interim FY25 results in mid-December 2024. For the half year period, the Company expects to report recurring cash revenue of £12.7 million, total cash revenue of £13.6 million, free cash flow of £5.9 million and gross investment deployments of £15.3 million

Details of the Placing and Subscription

The Company is seeking to raise a minimum of £15 million (before expenses) through the placing of a minimum of 48,836,366 Placing Shares via an accelerated bookbuild in accordance with the terms and conditions set out in the Appendix to this announcement, together with the Subscription of a minimum of 5,709,089 Subscription Shares by certain existing and new shareholders as well as management. The timing of the closing of the bookbuild and the final number and allocation of Placing Shares will be determined at the discretion of the Company and the Joint Brokers. The Joint Brokers reserve the right, by agreement with the Company, to increase the size of the Placing to accommodate additional demand by way of the Broker Option. A further announcement will be made following closing of the accelerated bookbuild.

In addition to those commitments for 5,709,089 Subscription Shares received by the Company as at the date of this announcement, the Company may, prior to the Extraordinary General Meeting, enter into further subscription agreements for the issue of additional Subscription Shares to accommodate demand, further details of which would be announced separately by the Company.

The Issue Price of 27.5 pence per Placing Share represents a discount of approximately 8.9 per cent. to the closing middle market price of 30.2 pence on 13 November 2024, being the last day prior to the announcement of the Placing. The Placing is conditional inter alia on the passing of the Resolution at the Extraordinary General Meeting and also on Admission occurring no later than 8.00 a.m. on 4 December 2024 (or such later date as the Company, Cavendish and Canaccord may agree, being no later than 27 December 2024).

Placing Agreement

Pursuant to the Placing Agreement, the Joint Brokers have agreed to use their reasonable endeavours as agents of the Company to procure subscribers for the Placing Shares. The Placing Agreement provides, inter alia, for payment by the Company to the Joint Brokers of commissions based on certain percentages of the product of the number of Placing Shares placed by them multiplied by the Issue Price. The Company will bear all other expenses of and incidental to the Placing.

The Placing Agreement contains certain warranties and indemnities from the Company in favour of the Joint Brokers and the obligations of the Joint Brokers under the Placing Agreement in connection with the Placing are conditional, inter alia, upon:

(a) the Resolution having been passed by the requisite majority of Shareholders at the Extraordinary General Meeting;

(b) the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c) Admission becoming effective not later than 8.00 a.m. on 4 December 2024 or such later time and/or date as the Company, Cavendish and Canaccord may agree, being not later than 8.00 a.m. on 27 December 2024.

The Joint Brokers may terminate the Placing Agreement in certain circumstances, if, inter alia, the Company has failed to comply in any material respect with any of its obligations under the Placing Agreement; if there is a material adverse change in the condition (financial, operational, legal or otherwise), earnings, business or operations of the Company or the Group; or if there is a change in financial, political, economic or stock market conditions, which in their opinion (acting in good faith) is or would likely materially and adversely affect the Company or the Group.

Directors' proposed subscriptions

Certain Directors, senior management, and their related parties intend to subscribe for, in aggregate, 2,981,816 Placing Shares and Subscription Shares, representing an amount of £0.82 million. A further announcement will be made in due course regarding their respective participations.

Subscriptions by Canadian persons

This Announcement and the terms and conditions set out herein are only directed at persons resident in the Provinces of Canada: (i) who are an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); or (ii) to whom it may otherwise lawfully be communicated and to whom the Subscription Shares may be lawfully offered for sale by persons permitted to sell such Subscription Shares. The Subscription Shares are being sold in the Provinces of Canada in reliance on an exemption or exemptions from the requirements to provide the relevant subscribers with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant subscribers. The Subscription Shares will be subject to statutory resale restrictions under the applicable Canadian securities laws and any resale thereof must be made in accordance with such resale restrictions or in reliance on an available exemption therefrom. The subscriber is solely responsible (and the Company not in any way responsible) for compliance with applicable securities laws in the resale of any Subscription Shares.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the Appendix below.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

 Details of the Retail Offer

Pursuant to the terms of the Retail Offer, the Company will shortly make the Retail Offer to retail investors through intermediary financial institutions appointed by the Company in connection with the Retail Offer via the BookBuild Platform.

The Retail Offer will be opened to eligible investors in the United Kingdom shortly following this announcement and is expected to close at midday on 22 November 2024, following which the Company will announce the result of the Retail Offer and final number of Retail Offer Shares to be issued (subject to the passing of the Extraordinary Resolution) and admitted to trading on AIM on Admission. The Retail Offer may close early if it is oversubscribed.

Conditional on, amongst other things, the Extraordinary Resolution being duly passed at the Extraordinary General Meeting and Admission, up to 10,909,090 Retail Offer Shares may be issued by way of the Retail Offer at the Issue Price to raise proceeds of up to £3.0 million (before expenses).

The announcement launching the Retail Offer is expected to be released by the Company promptly following this announcement and will contain further details of the Retail Offer and how eligible investors may participate.

 Details of the Broker Option

The Company has granted the Broker Option to the Joint Brokers in order to enable them to deal with any additional demand under the Placing in the event that requests to participate in the Placing are received during the period from the date of this announcement to midday on 22 November 2024 from institutional and certain other investors who are persons of the type listed in paragraphs 24, 26 and 27 of the Appendix to this announcement under "Representations, warranties and terms".  The primary purpose of the Broker Option is to facilitate demand from those investors who were unable to participate in the Placing. The Broker Option is exercisable by either of the Joint Brokers any number of times up to that time and date.

To subscribe for Broker Option Shares prospective investors should communicate their interest to either Cavendish or Canaccord via their independent financial adviser, stockbroker or other firm authorised by the FCA, as the Joint Brokers cannot take direct orders from individual private investors. Investors who wish to register their interest in subscribing for Broker Option Shares should instruct their stockbroker or independent financial adviser to e-mail either Cavendish at Cavendish-broker-option@cavendish.com  or Canaccord at cg-ecm-uk@cgf.com. Each bid should state the number of Broker Option Shares that the investor wishes to acquire at the Issue Price.  Any investors allocated Broker Option Shares will be considered Placees, as defined in this announcement.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that subject to the passing of the Resolution, Admission will become effective at 8.00 a.m. on 4 December 2024.

Extraordinary General Meeting

The Extraordinary General Meeting of the Company is to be held at 11.00 a.m. on 3 December 2024 at the Company's registered office, Trafalgar Court, 4th Floor, West Wing, Admiral Park, St Peter Port, Guernsey GY1 2JA.

Under Article 4.7 of the Articles, the Company may, by Extraordinary Resolution, disapply the rights of pre-emption for the issue of equity securities. An Extraordinary Resolution is passed where no less than 75 per cent. of those present and entitled to vote, or voting by proxy, in a general meeting vote in favour for it to be passed.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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 THE PROSPECTUS REGULATION (EU) 2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE 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 OF ANY SECURITIES IN THE COMPANY.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

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 under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (and Broker Option) is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing (or Broker Option).

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any Restricted Jurisdiction (as defined below). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Cavendish, Canaccord or Joint Broker Affiliates or Company Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation and the EU Prospectus Regulation from the requirement to produce a prospectus. 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 Broker Option) 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, Japan, or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction outside the United Kingdom where such action would be unlawful (a "Restricted Jurisdiction").

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

Any indication in this Announcement of the price at which the existing ordinary shares in the capital of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser.

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

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Cavendish, which is authorised and regulated in the UK by the FCA, as nominated adviser, joint broker and joint bookrunner, is acting exclusively for the Company and no one else in relation to the Fundraising. Cavendish is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to clients of Cavendish or for advising any other person on the contents of this document or any transaction or arrangement referred to herein. The responsibility of Cavendish as nominated adviser under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and not to the Company or its Directors or any other person. Cavendish has not authorised the contents of this document and, apart from the responsibilities and liabilities, if any, which may be imported on Cavendish by FSMA or the regulatory regime established thereunder, no liability is accepted by Cavendish for the accuracy of any information or opinions contained in or for the omission of any information from this document, for which the Company and the Directors are solely responsible.

Canaccord, which is authorised and regulated in the UK by the FCA, as joint broker and joint bookrunner, is acting exclusively for the Company and no one else in relation to the Fundraising. Canaccord is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to clients of Canaccord or for advising any other person on the contents of this document or any transaction or arrangement referred to herein. Canaccord has not authorised the contents of this document and, apart from the responsibilities and liabilities, if any, which may be imported on Canaccord by FSMA or the regulatory regime established thereunder, no liability is accepted by Canaccord for the accuracy of any information or opinions contained in or for the omission of any information from this document, for which the Company and the Directors are solely responsible.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Placing Shares or Broker Option Shares has been given and who has been invited to participate in the Placing or the Broker Option by either of the Joint Brokers. By making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares or Broker Option Shares, each Placee is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES. THE PRICE OF SHARES AND ANY INCOME EXPECTED FROM THEM MAY GO DOWN AS WELL AS UP AND PLACEES MAY NOT GET BACK THE FULL AMOUNT INVESTED UPON DISPOSAL OF THE SHARES. PAST PERFORMANCE IS NO GUIDE TO FUTURE PERFORMANCE.

Details of the Placing and the Placing Shares

The Company has today entered into the placing agreement with Cavendish and Canaccord (the "Placing Agreement"). Pursuant to the Placing Agreement, the Joint Brokers have, subject to the terms and conditions set out therein, each agreed to use reasonable endeavours, as agents of the Company, to procure subscribers for the Placing Shares to be allotted and issued in the Placing pursuant to the bookbuilding process described in this Announcement and as set out in the Placing Agreement ("Bookbuilding Process").

The Placing (and Broker Option) is conditional on the passing of the Extraordinary Resolution. The Placing (and Broker Option) is not being underwritten.

The Placing Shares will, when issued, be subject to the articles of incorporation of the Company (the "Articles"), be credited as fully paid and rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares of the Company after the date of Admission.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

The Placing is not conditional upon the Broker Option, the Subscription or the Retail Offer.

Details of the Broker Option

The Company has granted the Broker Option to the Joint Brokers in order to enable them to deal with any additional demand under the Placing in the event that requests to participate in the Placing are received during the period from the date of this Announcement to midday  on 22 November 2024 from institutional and certain other investors who are persons of the type listed in paragraphs 24 and 26 below under "Representations, warranties and terms".  The primary purpose of the Broker Option is to facilitate demand from those investors who were unable to participate in the Placing. The Broker Option is exercisable by either of the Joint Brokers any number of times up to that time and date.

To subscribe for Broker Option Shares prospective investors should communicate their interest to either Cavendish or Canaccord via their independent financial adviser, stockbroker or other firm authorised by the FCA, as the Joint Brokers cannot take direct orders from individual private investors. Investors who wish to register their interest in subscribing for Broker Option Shares should instruct their stockbroker or independent financial adviser to e-mail either Cavendish at Cav-broker-option@cavendish.com or Canaccord at cg-ecm-uk@cgf.com. Each bid should state the number of Broker Option Shares that the investor wishes to acquire at the Issue Price.  Any investors allocated Broker Option Shares will be considered Placees, as defined in this Announcement.

Any new Ordinary Shares issued pursuant to the exercise of the Broker Option ("Broker Option Shares") will be issued on the same terms and conditions as the Placing Shares, which terms are set out in this Appendix.  Orders from investors pursuant to the Broker Option to either Cavendish or Canaccord will only be accepted from institutional investors or private client brokers.

The Broker Option may be exercised by either of the Joint Brokers in their absolute discretion, but there is no obligation on either Joint Broker to exercise the Broker Option or to seek to procure subscribers for any Broker Option Shares pursuant to the Broker Option.

Applications for admission to trading on AIM

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will become effective at or around 8.00 a.m. on 4 December 2024 (or such later time and date (being not later than 8.00 a.m. on 27 December 2024) as the Joint Brokers and the Company may agree) and that dealings in the Placing Shares on AIM will commence at the same time.

Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional.

The Placing is not conditional on the Subscription, the Broker Option or the Retail Offer.

Bookbuilding Process

Commencing today, the Joint Brokers will be conducting the Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, the Joint Brokers will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by the Joint Brokers. The Joint Brokers and their Joint Broker Affiliates are entitled to participate as Placees in the Bookbuilding Process. Each Joint Broker is arranging the Placing severally, and not jointly nor jointly and severally, as agent of the Company.

The Bookbuilding Process will establish the number of Placing Shares to be allotted and issued pursuant to the Placing.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 6 p.m. on 14 November 2024, but may be closed at such earlier or later time as the Joint Brokers may, in their absolute discretion (after consultation with the Company), determine. The announcement containing the results of the accelerated bookbuild will be released following the close of the Bookbuilding Process.

A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the relevant Joint Broker's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at either Cavendish or Canaccord. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, the relevant Joint Broker will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. A Joint Broker's oral confirmation of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Joint Broker pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by a Joint Broker. The terms of this Appendix will be deemed incorporated in that trade confirmation.

The Joint Brokers will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any participation for this purpose on such basis as they may determine. The Joint Brokers reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Brokers also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Joint Brokers and the Company.

Each Placee's obligations will be owed to the Company and to the Joint Brokers. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Broker, as agent of the Company, to pay to (or as a Joint Broker may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, none of the Joint Brokers, nor any of their respective holding companies, any subsidiary, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Joint Broker Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Joint Broker, any Joint Broker Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Brokers may determine.

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

Information to Distributors

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 the UK Prospectus Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) 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 (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 "EU Target Market Assessment" and, together with the UK Target Market Assessment, the "Target Market Assessments").

Notwithstanding the Target Market Assessments, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessments are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessments, the Joint Brokers will only procure investors who meet the criteria of professional clients or eligible counterparties. 

For the avoidance of doubt, the Target Market Assessments do not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS (for the purposes of the UK Target Market Assessment) or MiFID II (for the purposes of the EU Target Market Assessment); 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.

Persons who are invited to and who choose to participate in the Placing (and Broker Option), by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.

All obligations of the Joint Brokers under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

Conditions of the Placing

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

The obligations of each of the Joint Brokers under the Placing Agreement are, and the Placing is, conditional, amongst other things, on:

1          the Company having complied with its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

2          each of the warranties given by the Company in the Placing Agreement being true, accurate and not misleading  as at, and there having occurred no breach of the warranties prior to, the date of Admission;

3          the Placing Agreement not having been terminated prior to Admission;

4          Admission occurring by not later than 8.00 a.m. on 4 December 2024 (or such later date as the Company and the Joint Brokers may agree, in any event being not later than 8.00 a.m. on 27 December 2024); and

5          the delivery by the Company of certain customary documents to the Joint Brokers as required under the terms of the Placing Agreement,

together the "Conditions".

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Brokers), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither Joint Broker, Joint Broker Affiliate, the Company, any nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Company Affiliate") 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 it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing (or Broker Option), each Placee agrees that the Joint Broker's rights and obligations in respect of the Placing (or Broker Option) terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

Right to terminate under the Placing Agreement

Either of the Joint Brokers may, at any time before Admission and in its absolute discretion, terminate the Placing Agreement with immediate effect if, amongst other things:

1          any of the warranties given under the Placing Agreement were not true or accurate in any respect which is material: (a) when given or deemed given; or (b) at any time if they were to be repeated or deemed repeated (by reference to the facts and circumstances in each case then existing) would no longer be true and accurate;

2          the Company has failed to comply with its obligations under the Placing Agreement, the FSMA, the AIM Rules or other applicable law in any respect which is material;

3          any statement contained in certain documents used in connection with the Placing has become or been discovered to be untrue, inaccurate or misleading in any respect which is material;

4          there shall have been, occurred or come into effect any event or omission which (in the opinion of the Joint Brokers, acting in good faith) is materially adverse in the context of Admission and/or the Fundraising; or

5          there shall have occurred (in the opinion of the Joint Brokers, acting in good faith) a material adverse change in, or any development reasonably likely to involve a material adverse change, in, the condition (financial, operational, legal or otherwise), or the earnings, business, management, property, assets, rights, results or operations of the Company or the Group (taken as a whole) which is material, whether or not arising in the ordinary course of business.

By participating in the Placing (or Broker Option), each Placee agrees with the Joint Brokers that the exercise by a Joint Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of either Joint Broker and that either Joint Broker need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, neither Joint Broker, any Joint Broker Affiliate nor any Company Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No offering document or prospectus has been or will be prepared in relation to the Placing (or Broker Option) and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement. In the United Kingdom, this Announcement is being directed solely at and distributed and communicated solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

Each Placee, by accepting a participation in the Placing (or Broker Option), agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Brokers and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of either of the Joint Brokers (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Joint Broker Affiliate, any persons acting on its or their behalf or the Company or any Joint Broker Affiliate and neither Joint Broker, any Joint Broker Affiliate, any persons acting on their behalf, the Company, any Company Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing (or Broker Option) based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing (or Broker Option), each Placee acknowledges to and agrees with the Joint Brokers for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing (or Broker Option). Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism ("DVP"), subject to certain exceptions. Each of the Joint Brokers reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means as they may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement in relation to Admission will be as follows:

Each Placee allocated Placing Shares will be sent either a contract note or a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to the relevant Joint Broker and settlement instructions. Placees should settle against the applicable Cavendish CREST ID or Canaccord CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the relevant Joint Broker.

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Cavendish or Canaccord.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing Sterling Overnight Index Average (SONIA) as determined by either of the Joint Brokers.

Each Placee is deemed to agree that if it does not comply with these obligations, either of the Joint Brokers may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for their own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) 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, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Joint Broker nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing (or Broker Option).

Representations, warranties and terms

For the purposes of this section "Representations, warranties and terms", the terms Placing and Placing Shares shall be construed to include the Broker Option and the Broker Option Shares respectively, in the event that the Broker Option is exercised.

By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, undertakes, acknowledges, understands and agrees (for itself and for any such prospective Placee) in favour of each of the Joint Brokers and the Company that (save where the relevant Joint Broker expressly agrees in writing to the contrary):

1          it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2          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 Bookbuilding Process, the Placing or the Placing Shares or is required under the EU Prospectus Regulation or the UK Prospectus Regulation;

3          it indemnifies on an after-tax basis and holds harmless each of the Company, the Joint Brokers, Joint Broker Affiliates and Company Affiliates and any person acting on their behalf from any and all costs, losses, 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 Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4          the Placing Shares will be admitted to AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and the UK version of the Market Abuse Regulation (EU 596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and other applicable laws and regulations (the "Exchange Information"), which includes the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of and has reviewed the contents of the Exchange Information;

5          none of either Joint Broker, any Joint Broker Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested either Joint Broker, nor any Joint Broker Affiliate nor any person acting on their behalf to provide it with any such material or information; 

6          (i) neither of the Joint Brokers or any Joint Broker Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either Joint Broker and that Joint Broker does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings, agreements or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect either Joint Broker to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that the Joint Brokers are not acting for it or its clients, and that the Joint Brokers will not be responsible to any person other than the Company for providing protections afforded to its clients;

7          the content of this Announcement is exclusively the responsibility of the Company and that neither Joint Broker, nor any Joint Broker Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company. Neither Joint Broker, nor any Joint Broker Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that either Joint Broker, any Joint Broker Affiliate or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

8          it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company and the Group, and the terms of the Placing, including the merits and risks involved; 

9          unless paragraph 10 applies, it has neither received nor relied on any inside information for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its participation in the Placing;

10        if it has received any inside information (for the purpose of UK MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of UK MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); and (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;

11        it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;

12        it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Brokers or any Joint Broker Affiliate or any person acting on their behalf and understands that (i) neither Joint Broker, nor any Joint Broker Affiliate nor any person acting on their behalf has or shall have any liability for any public information relating to the Company; (ii) neither Joint Broker, nor any Joint Broker Affiliate, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither Joint Broker, nor any Joint Broker Affiliate, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise; 

13        it: (i) is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) has not taken any action which will or may result in the Company, either Joint Broker or any Joint Broker Affiliate or Company Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

14        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;

15        it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

16        its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

17        it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

18        if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (a) any 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 to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of a Joint Broker has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

19        if it is a financial intermediary, as that term is used in Article 5(1) of the EU 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 any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of a Joint Broker has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

20        it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus Regulation;

21        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 it is permitted to do so pursuant to section 21 of FSMA and agrees that this Announcement has not been approved by either Joint Broker in their 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 financial promotion by an authorised person;

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

23        it has complied with its obligations: (i) under the CJA and UK MAR; (ii) in connection with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 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 ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is 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 it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017);

24        if in the United Kingdom, (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc.") of the FPO and (c) it is a UK Qualified Investor and (d) it is a person to whom this Announcement may otherwise lawfully be communicated;

25        its participation in the Placing does not require prior approval of the FCA under the FCA 'controller regime' as set out at section 178 of FSMA;

26        if it is within a member state of the European Economic Area, it is an EU Qualified Investor;

27        (A) if resident in or otherwise subject to the applicable securities laws of a province of Canada other than Ontario, it is an "accredited investor", as such term is defined in National Instrument 45-106 entitled "Prospectus Exemptions" ("NI 45-106") promulgated under applicable securities legislation in such jurisdictions; or (B) if resident in or otherwise subject to the applicable securities laws of Ontario, it is an "accredited investor", as such term is defined in Section 73.3(1) of the Securities Act (Ontario), by virtue of satisfying the indicated criterion as set out in Appendix "A" to this Representation Letter; or (C) if resident in a province of Canada, it is a person to whom the Placing or Broker Option may lawfully be addressed;

28        as far as it is aware it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers (the "City Code")) with any other person in relation to the Company that would result in an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code as a result of its participation in the Placing;

29        it (and any person acting on its behalf) has the funds to pay for the Placing Shares for which it has agreed to subscribe and it will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by a Joint Broker (or on their behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Brokers may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

30        neither Joint Broker, nor any Joint Broker Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither Joint Broker, nor any Joint Broker Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Broker's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

31        (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Joint Broker nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Joint Broker which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

32        any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

33        it irrevocably appoints any director of either Joint Broker as its agent for the purposes 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 agreed to be taken up by it under the Placing;

34        it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

35        any person who confirms to a Joint Broker on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises that Joint Broker to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

36        the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement 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 were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either Joint Broker will be responsible. If this is the case, the Placee should take its own advice and notify the relevant Joint Broker accordingly;

37        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 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

38        when a Placee or any person acting on behalf of the Placee is dealing with a Joint Broker, any money held in an account with that Joint Broker 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. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by that Joint Broker in the course of its business; and the Placee will rank only as a general creditor of that Joint Broker (as the case may be);

39        in order to ensure compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA, the Joint Brokers (for themselves 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 a Joint Broker or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at that Joint Broker's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Broker's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, either Joint Broker (for themselves and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the relevant Joint Broker 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;

40        the Company, the Joint Brokers, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

41        the basis of allocation will be determined by the Joint Brokers and the Company at their absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

42        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 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;

43        irrevocably authorises the Company and the Joint Brokers to produce this Announcement pursuant to, in connection with, or a may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

44        its 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 of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

45        time is of the essence as regards its obligations under this Appendix; 

46        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 the Joint Brokers;

47        it will be bound by the terms of the Articles;

48        these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with the laws of England and Wales and it submits to the exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Brokers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

49        it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such account; and

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

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Brokers (for their own benefit and, where relevant, the benefit of any Joint Broker Affiliate or Company Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Joint Brokers, any Joint Broker Affiliate, any Company Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor either Joint 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 Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and each Joint Broker in the event that any of the Company or any Company Affiliate or a Joint Broker or any Joint Broker Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

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

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

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.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Brokers do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

The Joint Brokers, which are authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Brokers or for affording advice in relation to the Placing or Admission, or any other matters referred to herein.

Each Placee and any person acting on behalf of a Placee acknowledges and agrees that the Joint Brokers or any Joint Broker Affiliate may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

Each Placee may be asked to disclose in writing or orally to Cavendish or Canaccord and, if so, undertakes to provide:

1          if he/she is an individual, his nationality; 

2          if he/she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

3          such other "know your client" information as Cavendish or Canaccord may reasonably request.

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.

DEFINITIONS

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

"£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the UK.

"Admission" means admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules.

"AIM" means the market of that name operated by the London Stock Exchange.

"Announcement" means this announcement including, but not limited to, the Appendix and the information contained therein.

"Appendix" means the appendix to this Announcement.

"BHP" means BHP Community Limited.

"BPVA" means BPVA (Ireland) Limited.

"Broker Option" means a broker option to subscribe for the Broker Option Shares being exercisable from the time and date of publication of the publication of this Announcement until approximately midday on 22 November 2024.

"Canaccord" means Canaccord Genuity Limited, a company incorporated in England and Wales with registered number 01774003 whose registered office is at 88 Wood Street 10^th Floor, London, EC2V 7QR.

"Cavendish" means Cavendish Capital Markets Limited, a company incorporated in England and Wales with registered number 06198898 and for the purpose of trade settlement in the Placing means, Cavendish Securities plc, a company incorporated in England and Wales with registered number 05210733, in each case whose registered office is at 1 Bartholomew Close, London EC1A 7BL..

"Company" means Duke Capital Limited, registered in Guernsey with number 54697 whose registered office is at Ground Floor, Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 1WD.

"Extraordinary Resolution" means the resolution to be proposed at the Extraordinary General Meeting of the Company to be held on 3 December 2024 contained in the notice of general meeting set out at the end of the circular to be published by the Company in relation to the Fundraising.

"Fabrikat" means Meteor Bidco Limited c/o Fabrikat (Nottingham) Limited.

"FCA" means the UK Financial Conduct Authority.

"Fundraising" means the Placing, the Subscription, the Broker Option and the Retail Offer.

"FSMA" means the Financial Services and Markets Act 2000 (as may be amended from time to time).

"Group" means the Company and its subsidiaries.

"Intermediaries" means any financial intermediary that is appointed by Cavendish in connection with the Retail Offer and "Intermediary" shall mean any one of them.

"Issue Price" means 27.5 pence per Placing Share.

"Joint Brokers" means each of Cavendish and Canaccord.

"London Stock Exchange" means London Stock Exchange plc.

"New Shares" means together the Placing Shares, the Subscription Shares, the Broker Option Shares and the Retail Offer Shares.

"Ordinary Shares" means ordinary shares of no par value in the capital of the Company.

"Placees" means subscribers for the Placing Shares.

"Placing" means the placing of the Placing Shares at the Issue Price with the Placees pursuant to the terms set out in the Placing Agreement and in accordance with the placing terms set out in this Appendix.

"Placing Agreement" means the agreement dated 14 November 2024 and entered into between the Joint Brokers and the Company relating to the Fundraising.

"Placing Shares" means the new Ordinary Shares to be issued and allotted to Placees pursuant to the Placing, subject to the passing of the Extraordinary Resolution at the Extraordinary General Meeting (and  includes, unless the context requires otherwise, any Broker Option Shares to be issued and allotted pursuant to the Broker Option, if exercised).

"Retail Investors" means new and existing retail shareholders of the Company who are resident in the United Kingdom and are a customer of an Intermediary who agree conditionally to subscribe for Retail Offer Shares.

"Retail Offer" means the offer of Retail Offer Shares to Retail Investors, through Intermediaries on the BookBuild platform, on the terms of the retail offer announcement which is expected to be released by the Company shortly following the release of this Announcement.

"Retail Offer Shares" means the Ordinary Shares to be issued by the Company under the terms of the Retail Offer.

"Subscribers" means those persons who subscribe for Subscription Shares.

"Subscription" means the subscription by the Subscribers for the Subscription Shares as described in this Announcement.

"Subscription Shares" a minimum of 5,709,089 new Ordinary Shares to be issued pursuant to the Subscription.

"UGG" mean United Glass Group Ltd.

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

"US" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof.