RM2 International SA Placing (6621A)

TIDMRM2

RNS Number : 6621A

RM2 International SA

30 September 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND AND JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration.

30 September 2015

RM2 International S.A.

("RM2" or the "Company")

Proposed Placing of new Ordinary Shares to raise approximately GBP30 million

RM2 (LSE--AIM: RM2), the vertically-integrated innovator in pallet development, manufacture, supply and management, today announces that it intends to raise approximately GBP30 million by way of a placing (the "Placing") of approximately 75 million Ordinary Shares (the "Placing Shares"), which is approximately 23 per cent. of the Company's existing issued share capital, at 40 pence per Placing Share (the "Placing Price").

The Placing will not be structured as a rights issue or open offer and the Placing Shares will not be offered generally to Shareholders on a pre-emptive basis. Participation in the Placing will be limited to institutional investors and certain Directors who have indicated their intention to participate. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

The Placing will be conducted by way of an accelerated Bookbuild process and certain direct subscriptions with the Company. RBC Europe Limited (trading as RBC Capital Markets) ("RBC") will be acting as sole bookrunner in relation to the Bookbuild. The Bookbuild will commence with immediate effect following this announcement.

The number of Placing Shares and the aggregate proceeds to be raised through the Placing will be finally determined following completion of the Bookbuild process. The Company reserves the right (upon the agreement of RBC) to reduce or seek to increase the amount being raised pursuant to the Placing. A further announcement in respect to these details will be made following completion of the Bookbuild process. The timing of the closing of the book and allocations are at the discretion of RBC and the Company.

The Board believes that raising equity finance using the flexibility provided by a non pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both existing institutional Shareholders and new institutional investors the opportunity to participate in the Placing and avoids the requirement for a prospectus, which is a costly and time consuming process.

The Company has received an indication of intention to participate in the Placing from certain Directors and existing Shareholders. Further details of the Placing and each Director's confirmed participation will be set out in the announcement to be made on the closing of the Bookbuild which is expected to be later today.

For the Placing to proceed, the Company requires Shareholders' approval to authorise the Directors to disapply existing Shareholders' pre-emption rights in relation to the issue of the Placing Shares on a non pre-emptive basis (the "Shareholder Resolutions"). A general meeting of the Company is expected to be convened to be held at 5 Rue de la Chapelle, Luxembourg, L-1352, Luxembourg at 7 a.m. BST / 8 a.m. CET on or around 20 October 2015 (the "General Meeting"). A Circular containing details of the proposed Placing and the notice of the General Meeting will be sent to Shareholders following announcement of the completion of the Bookbuild.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that, subject to, inter alia, the passing of the Shareholder Resolutions at the General Meeting, admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the Placing Shares, on or around 21 October 2015.

The Placing is being undertaken pursuant to a placing agreement entered into between RM2 and RBC (the "Placing Agreement"), whereby RBC has agreed to procure subscribers for the Placing Shares by way of the Bookbuild on a reasonable endeavours basis. The Placing is not being underwritten by RBC or any other person. The Placing is subject to the terms and conditions set out in the Appendix which forms a part of this announcement. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this announcement.

The Placing is conditional upon, amongst other things, the Shareholder Resolutions being passed, Admission becoming effective and the Placing Agreement between the Company and RBC becoming unconditional and not being terminated, in accordance with its terms.

Current Trading and Prospects

As stated in the Company's Operational Update announcement on 24 September 2015 (the "Operational Update"), the engagement with senior management of customers, which the Company reported in June, has begun to generate proposals for specific implementations and roll out opportunities. The Company has recently signed contracts with two of the largest packaging companies in North America, each with the potential for significant expansion. This brings total contracted customers to 15, the vast majority in leasing contracts (as opposed to pallet sales contracts). The Company is currently conducting trials with nine additional potential customers. Trials are only undertaken after a thorough screening process in which the alignment of customer and Company metrics are demonstrated, and since initiating the assessment process, virtually every formal customer trial has led to a contract. In addition, three of the largest retailers in North America have accepted the RM2 pallet for trial by their vendors and the Company is working with the retailers to implement defined loops between them and their vendors.

Based on current contracts and trials as well as discussions underway, the Company is confident of being able to deploy profitably all the pallets produced.

RM2's strategic progress

As stated in the Operational Update, direct feedback from customers has highlighted the need to change the friction coating method from powder coating to a gel based system. The gel coating addresses customers' health, hygiene and safety needs better, increases durability over the life cycle of the pallet and is also expected to bring efficiencies and cost savings to the manufacturing process. The first gel coating systems are being commissioned, with the balance of the systems expected to be delivered during Q4.

As a result, primarily of the decision to change to gel coating, the Company will not achieve the substantial upswing in production that had been expected to begin in Q3 this year and accelerate through Q4. This means that revenue and production numbers for the full year will be significantly below previous guidance. Production is expected to be not less than 2.5 million pallets in 2016, with a production run rate at the end of the fourth quarter of 2016 of c. 300,000 pallets per month.

Reasons for the Placing

The delayed ramp-up of production volumes led to a delay in revenues. While the business model has always foreseen future financing to fund leased assets, the Company had anticipated that by now production and therefore deployment would have been more advanced and able to support debt funding via securitisation of the pallet pool. Pending production and deployment ramp-up of pallets, it remains vital for the Company to be viewed as a financially robust counterparty by its commercial and banking partners. Consequently, in the interim the Company has decided to request an equity fund raising of GBP30 million. If debt financing is not forthcoming in the future, the Company will have to adapt its business plan and look for alternative means of financing.

Use of Proceeds

As reported in the Company's interim results announced on 30 September 2015, the Company had cash and cash equivalents of US$35.9 million as at 30 June 2015. At 31 August 2015, the Company had cash and cash equivalents of US$20.4 million and US$7.9 million of raw material inventory. As planned, the Company expects to continue to use its cash resources and the proceeds of the Placing to fund the production of pallets, working capital and sales and general administrative costs of the Company.

Contacts

For further details, please contact:

 
                                            [phone] 
 RM2 International S.A.                      1412 
 John Walsh, Chief Executive Officer 
  Jean-Francois Blouvac, Chief Financial 
  Officer 
  Ruari McGirr, Head of Planning 
  and Communication 
 
                                            [phone] 
 RBC Capital Markets                         8900 
 Tristan Lovegrove 
  Pierre Schreuder 
  Ema Jakasovic 
 
                                            [phone] 
 Citigate Dewe Rogerson                      9571 
 Kevin Smith 
  Ellen Wilton 
 

THE APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

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IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. No prospectus or admission document will be made available in connection with the matters contained in this announcement.

RBC, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in connection with the matters contained in this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by, RBC, or by any of its affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Placees will be deemed to have read and understood this announcement in its entirety and to agree to subscribe for Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular each such Placee represents, warrants and acknowledges that:

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

(b) it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Regulation S under the Securities Act; and

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

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

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made by the Company to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering consistent with the Placing Letter.

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

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

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.

Forward-Looking Statements

Certain statements included in this announcement contain forward-looking information concerning the Company's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the sectors or markets in which the Company operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. Nothing in this announcement should be construed as a profit forecast and no part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company, and must not be relied upon in any way in connection with any investment decision. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Details of the Placing

RBC has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, RBC (as Broker) has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price pursuant to the Bookbuild process, as further described in this announcement and as set out in the Placing Agreement. The Placing is not subject to any minimum or maximum fundraising and no element of the Placing is underwritten by RBC or any other person.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects and, amongst other things, the approval by Shareholders of the Shareholder Resolutions which will grant authority to the Directors to disapply existing Shareholders' pre-emption rights in respect of the Placing Shares. The Circular containing details of the proposed Placing and the notice of the General Meeting will be sent to Shareholders shortly following completion of the Bookbuild.

The Placing Shares will, when issued, be subject to the articles of association of RM2, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares of US$0.01 each in the capital of the Company ("Ordinary Shares") then in issue including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given under the Bookbuild. Certain investors may participate in the Placing by direct subscription with the Company outside the Bookbuild and such subscriptions shall not be subject to this Appendix.

Application for Admission

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Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM subject, inter alia, to the passing of the Shareholder Resolutions. It is expected that Admission will become effective at 8.00 a.m. on or around 21 October 2015 and that dealings in the Placing Shares will commence at that time (or such later date as may be agreed between RM2 and RBC, being no later than 27 November 2015).

Bookbuild

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

RBC and RM2 shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine, including by way of direct subscription with the Company as stated above.

How to Participate in the Bookbuild Process

A Relevant Person who wishes to participate in the Bookbuild should communicate its bid by telephone either to its usual sales contact at RBC or to Duncan Smith on tel: [phone]. If successful, an allocation will be confirmed orally following the close of the Bookbuild, and a conditional contract note will be dispatched as soon as possible thereafter.

Participation in, and principal terms of, the Placing

1. RBC (the "Broker") is acting as sole broker and agent of RM2 in respect of the Placing of the Placing Shares in the Bookbuild.

2. Participation in the Placing via the Bookbuild will only be available to persons who may lawfully be, and are, invited to participate by the Broker. The Broker and its affiliates are each entitled to participate in the Placing as principal.

3. The number and allocation of Placing Shares to be issued will be agreed between RBC and the Company following completion of the Bookbuild. The number and allocation of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4. Each prospective Placee's Placing Participation will be determined by the Broker and the Company in their absolute discretion and confirmed orally and/or via written correspondence by the Broker as agent of RM2. That oral and/or written confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with RM2's articles of association.

5. The Bookbuild is expected to close no later than 4:30 p.m. (London time) on 30 September 2015 but may be closed earlier or later at the discretion of the Broker and the Company. The Broker reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Broker also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole. The Company reserves the right (upon the agreement of RBC) to reduce or seek to increase the amount being raised pursuant to the Placing. RBC may also, notwithstanding the above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

6. Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Broker as agent of RM2, to pay in cleared funds immediately on the settlement date in accordance with the Registration and Settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire in connection with the Placing, conditional upon Admission becoming effective.

7. A bid in the Bookbuild will be made on the terms and subject to the conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and except with RBC's consent will not be capable of variation or revocation after the time at which it is submitted.

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

9. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.

10. Completion of the Placing will be subject to the fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". In the event that the Placing Agreement does not become unconditional in all respects or is terminated, the Placing will not proceed and all funds delivered by you to the Broker in respect of your Placing Participation will be returned to you at your risk without interest.

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

12. To the fullest extent permissible by law, neither (i) the Broker, (ii) any of its directors, officers, employees or consultants, nor (iii) to the extent not contained in (i) or (ii), any person connected with the Broker as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Broker nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Broker and RM2 may agree. Nothing in this Appendix or the announcement shall limit the liability of RBC or any of its affiliates for fraudulent misrepresentation.

Conditions of the Placing

The Placing is conditional on, inter alia:

(a) RM2 having complied with all of its obligations under the Placing Agreement (to the extent such obligations fall to be performed or satisfied prior to Admission);

(b) the Shareholder Resolutions being approved by the requisite majority of Shareholders attending and voting at the General Meeting;

(c) RM2 issuing, conditional upon Admission, the Placing Shares in accordance with the Placing Agreement;

(d) Admission taking place not later than 8.00 a.m. (London time) on or around 21 October 2015 or such later date as RM2 and the Broker may otherwise agree (not being later than 8.00 a.m. on 27 November 2015); and

   (e)        agreement having been reached between RM2 and RBC on the number of Placing Shares. 

If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or waived by the Broker by the respective time or date where specified (or such later time or date as RM2 and the Broker may agree), (ii) any of such conditions becomes incapable of being satisfied, or (iii) the Placing Agreement is terminated, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Broker may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement (to the extent permitted by law or regulations). Any such waiver will not affect Placees' commitments as set out in this announcement.

None of the Broker, RM2 or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Broker and RM2.

Termination of the Placing

The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to RM2 if, inter alia:

(a) any of the warranties or representations given by RM2 in the Placing Agreement is untrue, inaccurate or misleading; or

(b) RM2 fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or

(c) it comes to the notice of the Broker that a matter has arisen which is reasonably likely to give rise to a claim under any of the indemnities given by the Company contained in the Placing Agreement which is material in the context of the Placing; or

(d) it comes to the notice of the Broker that any statement contained in this announcement (or the investor presentation, which was provided to certain prospective placees) has become untrue, incorrect or misleading in any respect which the Broker considers to be material in the context of the Placing or that any matter which the Broker considers to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or

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(e) in the opinion of RBC there shall have occurred any Material Adverse Change since the date of the Placing Agreement; or

(f) there has been (i) a declaration of a banking moratorium in the UK by the relevant authorities or there has been a material disruption to commercial banking or securities settlement or clearance services in the UK, or (ii) an outbreak or escalation of hostilities involving the UK or a declaration of a national emergency or war, or (iii) any other occurrence of any kind which (by itself or together with any other such occurrence) in the Broker's opinion is likely to materially and adversely affect the market position or prospects of the Group taken as a whole.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from its respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

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

No Prospectus and Limitation of Liability

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 a prospectus to be published in the UK. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of (i) the information contained in this announcement (including this Appendix) released by RM2 today, and (ii) their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this announcement (including this Appendix) (together, the "Information"), and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the Information is exclusively the responsibility of RM2 and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of RM2, the Broker or any other person and neither RM2, the Broker nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. No warranty or representation, express or implied, is given by RM2, the Broker or any other person in respect of any such information. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of RM2 in accepting a participation in the Placing. 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 system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. RM2 reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in book-entry form if, in the Broker's reasonable opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note (or in the case of certain overseas investors, a subscription letter) stating the number of Placing Shares to be allocated to it. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or book-entry settlement instructions that it has in place with the Broker.

 
 CREST participant ID of 
  RBC:                              388 
---------------------------------  ----------------------- 
 Trade date:                        1 October 2015 
---------------------------------  ----------------------- 
 Settlement date:                   21 October 2015 
---------------------------------  ----------------------- 
 ISIN code for the Placing          LU0994178464 
  Shares: 
---------------------------------  ----------------------- 
 Deadline for input instructions    9.00 a.m. (UK time) on 
  into CREST:                        20 October 2015 
---------------------------------  ----------------------- 
 

RM2 will deliver the Placing Shares to a CREST account operated by RBC as agent for RM2 and RBC will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on or around 21 October 2015, on a delivery versus payment basis.

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees 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 a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

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

1. that it has read and understood this announcement, including this Appendix, in its entirety;

2. that the exercise by RBC of any right of termination or any right of waiver exercisable by RBC contained in the Placing Agreement including, without limitation, the right to terminate the Placing Agreement, is within the absolute discretion of RBC and neither RBC nor the Company will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;

3. that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated, or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and each Placees' rights and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

4. that no offering document or prospectus has been, or will be, prepared in connection with the Placing and that it has not received a prospectus or other offering document in connection therewith;

5. that the Ordinary Shares are (and the Placing Shares will be) listed on AIM, and RM2 is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM listed company, without undue difficulty;

6. that neither the Broker, RM2 nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares, RM2 or any other person other than the Information provided by RM2, nor has it requested the Broker, RM2 nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

7. that (i) it is not and, if different, the beneficial owner of the Placing Shares is not and at the time the Placing Shares are acquired will not be a resident of, or within, the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan, and (ii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

8. that the content of the Information and this announcement is exclusively the responsibility of RM2 and that neither the Broker nor its affiliates nor any person acting on its or their behalf has or shall have any liability for the Information, any information, representation or statement contained in this announcement or any information previously published by or on behalf of RM2 and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in the Information, this announcement or otherwise;

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9. that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this announcement, the Information and any information previously published by RM2 by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Broker or RM2 and neither the Broker nor RM2 will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of RM2 in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation;

10. that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person, and (ii) it is and will remain liable to the Company and/or the Broker for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

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

12. that it has complied with its obligations in connection with money laundering and terrorist financing under the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Broker has not received such satisfactory evidence, the Broker may, in its absolute discretion, terminate a Placee's Placing Participation in which event all funds delivered by such Placee to the Broker pursuant to this letter (if any) will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

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

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

15. that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

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

17. that 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;

18. that (i) it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this announcement may otherwise be lawfully communicated, and (ii) it is a Qualified Investor;

19. that it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of RM2, or otherwise and that it has not taken any action or omitted to take any action which will or may result in RBC, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

20. that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its Placing Participation and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations;

21. that without prejudice to the generality of paragraph 19 above, either (i) it is outside of the United States and is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) and it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other jurisdiction referred to in paragraph 7 above, or (ii) it is a QIB and has not, either directly or indirectly, been offered the Placing Shares by any form of "directed selling efforts" as defined in Rule 902(c) under the Securities Act, or "general solicitation" or "general advertising", each as defined in Rule 502(c) under the Securities Act;

22. that the Placing Shares may not be reoffered, resold, pledged or otherwise transferred to a person within the United States except (i) (a) to a person reasonably believed to be a QIB in a transaction meeting the requirements of Rule 144A under the Securities Act, or (b) pursuant to an exemption from registration under the Securities Act such as provided by Rule 144 thereunder, and (ii) in each case in accordance with any applicable securities laws of any state of the United States;

23. that it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers to the Placing or sold as the Broker and RM2 may in their discretion determine and without liability to such Placee;

24. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire in connection with the Placing, and that RM2 or the Broker may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

25. that neither the Broker, nor any of its affiliates, nor any person acting on behalf of the Broker, 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 the Broker and that the Broker has no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

26. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself, or (ii) its nominee, as the case may be. Neither the Broker nor RM2 will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify RM2 and the Broker in respect of the same on the basis that the Placing Shares will be issued to the CREST stock account of the Broker who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

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27. that these terms and conditions and 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 English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by RM2 or the Broker 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;

28. that RM2 and the Broker and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker on its own behalf and on behalf of RM2 and are irrevocable;

29. that it agrees to indemnify and hold RM2 and the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of the Appendix shall survive after completion of the Placing;

   30.        that its commitment to acquire 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 RM2's conduct of the Placing; 

31. that the agreement to settle a Placee's acquisition (and/or the acquisition by a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the acquisition by it and/or such person direct from RM2 for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be acquired by, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, additional stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such additional stamp duty or stamp duty reserve tax, and neither RM2 nor the Broker shall be responsible for such additional stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly;

32. that no action has been or will be taken by any of RM2, the Broker or any person acting on behalf of RM2 or the Broker that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and

33. that 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 are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of RM2 and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

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

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

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

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

The rights and remedies of RBC 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.

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:

 
 Admission                 the admission of the Placing 
                            Shares to trading on AIM becoming 
                            effective (pursuant to Rule 6 
                            of the AIM Companies Rules); 
 AIM                       the AIM market of the London 
                            Stock Exchange; 
 AIM Companies             the provisions of the AIM Rules 
  Rules                     for Companies published by the 
                            London Stock Exchange (as amended 
                            or reissued from time to time); 
 AIM Nomad Rules           the provisions of the AIM Rules 
                            for Nominated Advisers published 
                            by the London Stock Exchange 
                            (as amended or reissued from 
                            time to time); 
 AIM Rules                 together the AIM Companies Rules 
                            and the AIM Nomad Rules; 
 Board                     the board of Directors of RM2; 
 Bookbuild                 the bookbuilding exercise to 
                            be undertaken by RBC in respect 
                            to the Placing on the terms and 
                            conditions set out in this announcement; 
 Broker or RBC             RBC Europe Limited (trading as 
                            RBC Capital Markets); 
 Business Day              a day not being a Saturday, a 
                            Sunday or public holiday on which 
                            banks are open for business in 
                            the City of London; 
 CA 2006                   the Companies Act 2006 (as amended 
                            from time to time); 
 Circular                  the circular to be published 
                            by the Company on or around 1 
                            October 2015 in relation to the 
                            Placing which will include a 
                            notice convening the General 
                            Meeting at which the Shareholder 
                            Resolutions will be proposed; 
 CREST                     the relevant system (as defined 
                            in the CREST Regulations) of 
                            which Euroclear UK & Ireland 
                            is the Operator (as defined in 
                            the CREST Regulations); 
 CREST Regulations         the Uncertificated Securities 
                            Regulations 2001 (as amended); 
 Directors                 the directors of RM2; 
 EEA                       the European Economic Area; 
 Euroclear UK &            Euroclear UK & Euroclear UK & 
  Ireland                   Ireland Limited, a company incorporated 
                            in Ireland England and Wales, 
                            being the Operator of CREST; 
 FCA                       the Financial Conduct Authority; 
 FCA Rules                 the rules of the FCA; 
 FSMA                      the Financial Services and Markets 
                            Act 2000; 
 General Meeting           the extraordinary general meeting 
                            of RM2 to be held at 5 Rue de 
                            la Chapelle, Luxembourg, L-1352, 
                            Luxembourg at 7 a.m. BST / 8 
                            a.m. CET on or around 20 October 
                            2015 at which the Shareholder 
                            Resolutions will be proposed; 
 Group                     RM2 and its subsidiaries; 
 holding company           means a parent undertaking (as 
                            defined by section 1162 CA 2006) 
                            or a holding company (as defined 
                            by section 1159 CA 2006) and 
                            in interpreting those sections 
                            for the purposes of this Agreement, 
                            a company is to be treated as 
                            the holding company or the parent 

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