Amryt Pharma PLC Placing to raise EUR 15m (3601R)

TIDMAMYT

RNS Number : 3601R

Amryt Pharma PLC

21 September 2017

THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR JAPAN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. THIS ANNOUNCEMENT, INCLUDING THE APPIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT AND THE APPIX DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF AMRYT PHARMA PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

21 September 2017

AIM: AMYT

ESM: AYP

AMRYT PHARMA PLC

("Amryt" or the "Company")

The biopharmaceutical company focused on rare and orphan diseases

Placing to raise EUR15.0 million (GBP13.3 million) through the issuance

of 66,477,651 new Ordinary Shares at 20 pence per share,

Related Party Transaction

and Notice of General Meeting

Highlights

-- Proposed placing to raise EUR15.0 million (GBP13.3 million) gross, at a price of 20 pence per share from new and existing, institutional and other, investors

   -      including management of the Company 
   --     Proceeds of the Placing, together with existing cash, to be primarily used to fund: 

- the Company's ongoing pivotal Phase III clinical trial for AP101, a potential treatment for Epidermolysis Bullosa ("EB"), a rare, genetic skin disorder

   -      the pre-launch costs of AP101, in anticipation of a successful Phase III trial 
   -      an increase in existing manufacturing capacity for the production of AP101 

- the further commercialisation of Lojuxta, the Company's existing revenue generating drug treatment for Homozygous Familial Hypercholesterolemia ("HoFH"), a rare and life-threatening cholesterol disorder

- the further development of AP102, Amryt's early stage asset that targets resistant acromegaly and Cushing's Disease

   -      working capital and future research and development activities 

-- Proposed placing is conditional, amongst other things, on shareholder approval at a General Meeting to be held on 9 October 2017

- approximately 35.5% of shareholders have already undertaken to vote in favour of the Placing Resolutions

Joe Wiley, CEO of Amryt Pharma, commented:

"We are delighted with the support we have received, both from new and existing investors, for this oversubscribed placing, which has raised EUR15.0 million, equivalent to GBP13.3 million, and significantly widened our shareholder base.

"We are at an exciting stage with AP101, our treatment for EB, a rare and distressing skin disorder which causes exceptionally fragile skin. Our Phase III clinical trial for AP101 is ongoing, with an interim read out due in H1 2018. In anticipation of its successful outcome and subsequent approval, this new money will contribute to funding the pre-launch costs and the expansion of our manufacturing capacity in readiness for the commercial launch of the treatment.

"The funds will also support our continuing investment in Lojuxta, a drug we in-licenced in December 2016, which is used to treat HoFH, a rare and life-threatening cholesterol disorder. We remain very positive about expanding Lojuxta's sales, which were EUR5.75 million in the first half of 2017. In addition, as we reported previously, its existing commercial infrastructure can be used to support other products.

"The balance of the funds will be used to continue the development of our early stage asset, AP102, a potential best-in-class therapy for resistant acromegaly and Cushing's Disease, both significant market opportunities with a clear unmet medical need. We plan to seek approval from the regulatory authorities to commence clinical trials of AP102 in humans in 2018.

"Amryt has achieved a tremendous amount in a relatively short space of time and we firmly believe that the Company is well-positioned for future growth. As we develop the business further, we will consider additional in-licensing opportunities, as well as acquisitions or investments in other promising assets."

Further information on the background to the Placing and use of proceeds are set out below. Terms used in this announcement shall have the meanings given to them in the Company's shareholder circular dated 21 September 2017, which will be posted to all shareholders today and is available to download on the company's website: http://www.amrytpharma.com/.

Enquiries:

 
 Amryt Pharma plc                 C/o KTZ Communications 
 Joe Wiley, CEO 
  Rory Nealon, CFO/COO 
 
                                  +44 (0) 20 
 Shore Capital                     7408 4090 
 Nomad, Joint Broker and 
  Joint Bookrunner 
 Bidhi Bhoma, Edward Mansfield 
 
 
                                  +44 (0) 20 
 WG Partners                       3705 9321 
 Joint Bookrunner 
 Nigel Barnes, Nigel Birks 
  and Chris Lee 
 
                                  +353 (1) 679 
 Davy                              6363 
 ESM Adviser 
 John Frain, Anthony Farrell 
 
                                  +44 (0) 20 
 KTZ Communications                3178 6378 
 Financial PR 
 Katie Tzouliadis, Irene 
  Bermont-Penn, Emma Pearson 
 

Market Abuse Regulation (EU Regulation 596/2014)

This announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain and those persons who received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

   1.     Background to and reasons for the Placing 

The Company has made significant progress since completion of the RTO in April 2016. The Group's business has been enhanced substantially through the initiation of its AP101 Phase III study in EB and the in-licencing of the Lojuxta product line. The Company continues to see and review new business opportunities and is active in seeking to expand its product portfolio to enhance shareholder value.

While the Group has sufficient cash resources for its near-term needs and retains discretion over a substantial part of its development and other expenditure, the Directors believe that the Group requires and would benefit from additional finance, in particular to assist in funding its pivotal phase III clinical trial for AP101 for the treatment of EB, the further commercialisation of Lojuxta, the Company's existing revenue generating drug treatment for HoFH, a rare and life threatening cholesterol disorder, the pre-launch costs of AP101, in anticipation of a successful phase III trial, capital expenditure to increase the manufacturing capacity for the production of AP101, and funding the further development of AP102 into the clinic in 2018. AP102 has the potential to become a best-in-class therapy for resistant acromegaly and Cushing's Disease, both large market opportunities with a clear unmet medical need.

The Directors believe that such investment will facilitate the creation of material shareholder value over the longer term.

   2.     Information on Amryt 
   2.1.   Introduction 

Amryt is a commercial stage pharmaceutical company focused on acquiring, developing and delivering innovative new treatments to help improve the lives of patients with rare and orphan diseases. The Board believes that the Orphan Drug market represents a significant market opportunity with worldwide Orphan Drug sales forecast to total US$209bn (CAGR 2017 to 2022: +9.24%) (Source: EvalulatePharma World Review 2017, Outlook to 2022) and Orphan Drugs forecast to represent 22.1% of worldwide prescription sales by 2022 (Source: Excluding generic drugs - EvalulatePharma World Review 2017, Outlook to 2022).

The Company has built a diversified portfolio of drugs to treat patients with rare and orphan diseases through the acquisition of its AP101 and AP102 product lines in April 2016 and through the in-licencing of the Lojuxta product line in December 2016. The Company continues to see and review new business opportunities and the Board is active in seeking to expand the Company's product portfolio to enhance shareholder value.

The Company has a broad pipeline of assets at varying stages of development.

   2.2.   Lead commercial drug - Lojuxta 

In December 2016 the Company entered into an exclusive Licence Agreement with Aegerion to sell Lojuxta (lomitapide) for adults across the EEA and Switzerland and other territories including MENA, Turkey and Israel. Lojuxta is used to treat HoFH, a rare life-threatening disease that impairs the body's ability to remove LDL cholesterol from the blood. This typically results in extremely high blood LDL cholesterol levels leading to aggressive and premature narrowing and blocking of arterial blood vessels. If left untreated, heart attack or sudden death may occur in childhood or early adulthood.

The Licence Agreement has an initial term until 1 January 2024. On expiry of the initial term, Amryt may, at its discretion, extend the Licence Agreement for a further five years initially, with the right to extend in further five year periods, subject to certain conditions. The key terms of the Licence Agreement are as follows:

-- royalty payments from Amryt to Aegerion, paid quarterly, based on a percentage of net sales during a calendar year. The royalty percentage is 18% of net annual sales of up to US$15,000,000 in a calendar year and 20% of net annual sales of more than US$15,000,000 in a calendar year;

-- Amryt must make one-off commercial milestone payments, subject to achieving certain sales targets. A one-off milestone payment of US$1,000,000 is due the first time that aggregate net sales in a calendar year equal US$20,000,000 with a further one-off US$1,500,000 milestone payment due on reaching US$30,000,000 net sales in a calendar year; and

-- Amryt has also taken on the on-going regulatory and post-marketing obligations and commitments in support of Lojuxta including a paediatric study which, subject to success, could open up the market to all HoFH patients.

The Company has now established the commercial, medical and regulatory infrastructure required to support the commercialisation of Lojuxta across its licenced territories utilising affiliates, third party consultants and distributors. This infrastructure can also be leveraged to support additional products such as AP101 if approval is received from the regulatory authorities, and other products that may be acquired or in-licensed in the future.

   2.3.   Lead development drug - AP101 (Episalvan) 

Amryt's lead development drug is AP101. Amryt is developing AP101 as a new treatment for Epidermolysis Bullosa. EB is a rare, distressing and painful genetic skin condition that causes the skin layers and internal body linings to separate and is characterised by extreme skin fragility from birth resulting in EB patients suffering from partial thickness wounds. AP101 uses a betulin-rich extract as its Active Pharmaceutical Ingredient. The API is believed to act by promoting the differentiation and migration of keratinocytes (skin cells with wound repair capabilities) as well as transiently increasing the level of pro inflammatory mediators (which also promote healing). AP101 has completed three positive Phase III studies, two in the indication of split thickness skin graft donor sites (219 patients) and one in the indication of Grade 2a burn wounds (61 patients), and one positive Phase IIa study (in the indication of EB). All of these wound types are PTWs and the repair mechanism for each of these wound types is believed to be the same.

AP101 has Orphan Drug Designation as a treatment for EB in both Europe and the US and has in addition already received marketing approval for the treatment of PTWs in adults from the European Commission in January 2016. Of note, EB also causes PTWs. The Company has also secured key patents for AP101 in Europe, the US and Japan with expiry dates in 2030. The Company is currently conducting a Phase III pivotal study in EB, which, if successful, could result in Orphan Drug approval in EB in both the USA and Europe. The Board believes that the market for AP101 as a treatment for EB is greater than EUR1.3 billion worldwide.

   2.4.   Early stage pipeline 

The Company has an early stage asset, AP102, that is in development to target acromegaly and Cushing's disease. AP102 is a potential best-in-class novel somatostatin analogue, which could treat patients that are resistant to current therapy, potentially without causing some of the severe side effects associated with these therapies. The Board intends to complete pre-clinical development of AP102 in the second half of 2017, and to seek approval from the regulatory authorities to commence clinical trials in humans in 2018.

   3.     Current trading and prospects 
   3.1.   Lojuxta sales progress 

With the completion in December 2016 of the Lojuxta in-licencing deal, Amryt is now a commercial pharmaceutical company with sales across Europe and the Middle East. Amryt's Lojuxta business has grown significantly in the nine months since the Company entered into the Licence Agreement, with annualised sales growing by over 50% in that period. Sales of Lojuxta for the six months ended 30 June 2017 were EUR5.75 million. This has been achieved through the roll-out of Amryt's commercial infrastructure, combining new affiliates together with a number of third party consultants and distributors.

A recent independent study evaluated the benefits of Lojuxta in the treatment of HoFH. The study results have been presented in a paper entitled, "Efficacy of Lomitapide in the Treatment of Familial Homozygous Hypercholesterolemia: Results of a Real-World Clinical Experience in Italy", and published by Advances in Therapy, an international, peer-reviewed journal. This real-world study has shown Lojuxta to be a very powerful and well tolerated LDL cholesterol-lowering agent in patients with HoFH and proved that some patients using Lojuxta were able to stop apheresis and still achieve LDL cholesterol target levels. Prior to treatment, some of these patients had LDL cholesterol levels up to eight times the recommended level.

An additional study, published in July 2017 and titled "Long-Term Efficacy and Safety of the Microsomal Triglyceride Transfer Protein Inhibitor Lomitapide in Patients With Homozygous Familial Hypercholesterolemia", evaluated the benefits of Lojuxta over the long term. Following patients for up to 5.7 years, it showed that Lojuxta is highly effective at lowering LDL cholesterol levels with acceptable tolerability and no new safety signals.

The Board estimates that the annual market for Lojuxta in Amryt's territory of the EEA and Switzerland, MENA, Israel and Turkey as a treatment for HoFH is approximately EUR100 million, providing the opportunity for significant on-going growth from Amryt's current base. The Company is currently actively focused on targeting new markets within these licensed territories and the Board is optimistic that Amryt will secure reimbursement of Lojuxta in some of these additional new markets in 2018.

   3.2.   Progress on AP101 studies 

The Company has continued to make good progress in developing its lead product AP101 as a new treatment for EB. In February 2017 the Company was granted a patent in Japan for AP101. On 6 March 2017 the Company completed its discussions with both the FDA and EMA regarding the design of its pivotal Phase III clinical trial for AP101. Subsequently, on 27 March 2017, the Company commenced the pivotal Phase III clinical trial, EASE, to examine AP101's efficacy for EB patients. Adult and paediatric patients with EB are being enrolled into a randomised double blind placebo controlled trial. A total of 164 evaluable patients across approximately 32 sites in 15 countries will be treated for a 90-day blinded period. The proportion of patients with completely healed target wounds within 45 days will be evaluated as the primary endpoint. Secondary endpoints include the time to achieve wound healing and changes in pain and pruritus (itch).

As part of the approved protocol for the study, an independent data monitoring committee will conduct an un-blinded interim efficacy analysis after 50% enrolment. The potential outcomes of this interim analysis include continuation of the study unchanged, discontinuation of the study for futility, or an increase in the number of patients in the study to preserve adequate statistical power. The study has been powered to provide an 80% chance of success based on various assumptions. If the decision at the interim analysis is to continue the study, the ability to increase the number of patients at that time enables the Company to maintain an 80% chance of success in the event that the placebo rates and/or efficacy rates seen in the study vary from the initial assumptions used.

The first patient was enrolled to EASE in April 2017 and the interim analysis readout is expected in the first half of 2018 with top-line data expected in the second half of 2018.

   3.3.   Progress on AP102 pre-clinical studies 

The Company is currently conducting various AP102 pre-clinical studies in advance of seeking approval from the EMA and the FDA to commence studies in humans. The Company expects to complete these pre-clinical studies in the fourth quarter of 2017 and to commence first in human studies in 2018, followed by a proof of concept study that if positive could demonstrate the potential for AP102 to become a best-in-class treatment for acromegaly patients.

   3.4.   Cash balance as at 30 June 2017 and revenues 

As at 30 June 2017, the Company had cash on hand of EUR10.9 million. On 1 December 2016 the Group entered into a five year EUR20 million debt facility agreement with the European Investment Bank. The first tranche of EUR10 million was drawn down by the Company on 3 April 2017.

Revenues for the six months ended 30 June 2017 were EUR6.18 million, including EUR5.75 million generated by sales from Lojuxta and EUR0.43 million generated by sales from Imlan, a derma cosmetic range owned by the Company.

   4.     Executive Directors and senior management 

The Company is led by experienced executive directors supported by a senior management team which has been enhanced further since completion of the RTO by the appointment of a number of senior managers whose biographies are summarised below.

   4.1.   Executive Directors 

Joe Wiley, Chief Executive Officer

Mr Wiley founded Amryt and has over 20 years of experience in the pharmaceutical, medical and venture capital industries. Mr Wiley opened and led Sofinnova Ventures' European office. He was previously a medical director at Astellas Pharma where he liaised with the marketing team and was involved in the launch of a number of speciality pharmaceutical products. Prior to joining Astellas, he held investment roles at Spirit Capital, Inventages Venture Capital and Aberdeen Asset Managers (UK). Mr Wiley trained in general medicine at Trinity College Dublin, specialising in neurology. He has an MBA from INSEAD and is also a Member of the Royal College of Physicians in Ireland.

Rory Nealon, Chief Financial Officer and Chief Operations Officer

Mr Nealon was previously a board member of Trinity Biotech Plc joining as Chief Financial Officer in January 2003. He was subsequently appointed Chief Operations Officer in November 2007. Mr Nealon left Trinity in 2014. Prior to joining Trinity, he was Chief Financial Officer of Conduit plc, an Irish directory services provider with operations in Ireland, the UK, Austria and Switzerland. Prior to joining Conduit, he was an Associate Director in AIB Capital Markets, a subsidiary of AIB Group plc, the Irish banking group. Mr Nealon holds a Bachelor of Commerce degree from University College Dublin, is a Fellow of the Institute of Chartered Accountants in Ireland, a member of the Institute of Taxation in Ireland and a member of the Institute of Corporate Treasurers in the UK.

   4.2.   Senior Management 

Dr. Mark Sumeray - Chief Medical Officer

Mark joined Amryt in September 2016 and has over 17 years' experience in the pharmaceutical, medical devices and biotechnology sectors, both in the US and the UK. Most recently, he spent approximately five years as Chief Medical Officer at Aegerion, a US-based orphan disease biotechnology company. At Aegerion, he had clinical development, medical affairs and pharmacovigilance responsibility for the global approval and launch of a new treatment for a serious and rare genetic disease. Mark led clinical and scientific interactions with health authorities globally, and engaged at senior level with the FDA. Prior to working at Aegerion, Mark was at Bristol-Myers Squibb, where he led the US medical affairs team within the cardiovascular and metabolics area.

David Allmond - Chief Commercial Officer

David joined Amryt in April 2017. David has over 20 years' experience in the pharmaceutical industry in commercial roles. He joins the Company from Aegerion where he was President of EMEA and, in particular, involved in the commercialisation of Lojuxta, the drug used to treat HoFH. Prior to Aegerion, David was Corporate Vice President of Global Marketing for Celgene Corporation where he played a pivotal role in defining strategy for in-line brands, lifecycle/pipeline prioritisation and providing commercial direction for business development. He was previously responsible for marketing and market access within Celgene for Europe, the Middle East and Africa. Prior to that, he was Director of Sales and Marketing Effectiveness at Amgen Ltd.

Kieran Rooney Ph.D - Vice President of Strategic Alliances and Licencing

Kieran recently joined Amryt. Before joining Amryt, he headed a pharmaceutical consulting company, Halo BioConsulting, focusing on business alliances and management consulting. Prior to that, Kieran worked as a consultant for the UK Government and held business development roles at companies including Smith & Nephew, F2G Limited, Pharsight Corporation, and MDS Pharma Services. Kieran is responsible for planning and executing an integrated global business development strategy and has over 25 years' of experience in the biopharmaceutical industry, with significant expertise in business development and commercial strategy.

Dr. Helen Phillips - Head of Medical Affairs

Helen joined Amryt in December 2016 and has over 20 years' experience in large pharmaceutical, specialty and start-up biotechnology companies. Most recently, Helen was VP of Medical Affairs with Aegerion where she was responsible for Lojuxta in the EMEA region. Previously Helen held similar positions at Hospira for Biosimilars, at a Canadian biotechtechnology company Aspreva focusing on rare diseases and at GSK where she was Head of Medical Affairs for the global respiratory medicine development centre. Helen has broad medical affairs leadership expertise across a broad spectrum of therapeutic areas and in particular in rare debilitating diseases.

   5.     Details of the Placing 

The Placing will raise, in aggregate, EUR15.0 million (GBP13.3 million) (before commissions and expenses) through the conditional placing of the Placing Shares at a price of 20 pence per share with institutional and other investors. The Placing Price represents a discount of approximately 20.4 per cent. to the Company's closing middle market price on 20 September 2017, being the last practicable date prior to the announcement of the Placing.

Due to the requirements of the VCT Legislation, the Company will complete the Placing in two tranches. The VCT Placing Shares will be issued and allotted to VCTs and will be admitted to AIM and ESM on First Admission. The Non-VCT Placing Shares will be issued and allotted to other investors who will not be seeking relief under the VCT Legislation and will be admitted to AIM and ESM on Second Admission.

The Placing Shares, when issued, will represent approximately 24.2 per cent. of the Company's Enlarged Share Capital immediately following Admission. The Placing Shares will rank in full for all dividends and other distributions with a record date on or after the date of First Admission in respect of the VCT Placing Shares and Second Admission in respect of the Non-VCT Placing Shares and will otherwise rank pari passu in all respects with the Ordinary Shares in issue from the date of the relevant Admission.

The Placing of the VCT Placing Shares (which is not being underwritten) is conditional, amongst other things, upon:

a) the Placing Agreement becoming or being declared unconditional in all respects in relation to the Placing of the VCT Placing Shares (save for First Admission) and not having been terminated in accordance with its terms in respect of the VCT Placing Shares prior to First Admission;

   b)    the passing of the Placing Resolutions set out in the Notice of General Meeting; and 

c) by 3.30 p.m. on the business day immediately prior to the expected date of First Admission, the Company not having received written notification from HMRC that the VCT Placing Shares will not qualify pursuant to the VCT Legislation and the Company not having breached certain warranties in respect of its status under the VCT Legislation if repeated at such time;

d) Admission of the VCT Placing Shares becoming effective on or before 8.00 a.m. on 10 October 2017 or such later date as the Company and Shore Capital may agree, being no later than 8.00 a.m. on 31 October 2017.

If any of the conditions are not satisfied, the VCT Placing Shares will not be issued and all monies received will be returned.

The Placing of the Non-VCT Placing Shares (which is not being underwritten) is conditional, amongst other things, upon:

a) the Placing Agreement becoming or being declared unconditional in all respects in relation to the Placing of the Non-VCT Placing Shares (save for Second Admission) and not having been terminated in accordance with its terms in respect of the Non-VCT Placing Shares prior to Second Admission;

   b)            the passing of the Placing Resolutions set out in the Notice of General Meeting; and 

c) Admission of the Non-VCT Placing Shares becoming effective on or before 8.00 a.m. on 11 October 2017 or such later date as the Company and Shore Capital may agree, being no later than 8.00 a.m. on 31 October 2017.

If any of the conditions are not satisfied, the Non-VCT Placing Shares will not be issued and all monies received will be returned.

   5.1.   The Placing Agreement 

Pursuant to the terms of the Placing Agreement, the Bookrunners have conditionally agreed to use their respective reasonable endeavours, as agents for the Company, to procure subscribers for the Placing Shares at the Placing Price with certain institutional and other investors.

The Placing Agreement contains customary warranties from the Company in favour of the Bookrunners in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify the Bookrunners in relation to certain liabilities they may incur in respect of the Placing. The Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to First Admission in respect of the VCT Placing Shares and/or Second Admission in respect of the Non-VCT Placing Shares, in particular, in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement or the occurrence of certain force majeure events which in Shore Capital's opinion makes it impractical or inadvisable to continue with the Placing.

The Placing Agreement provides for payment by the Company to each of the Bookrunners of certain commissions and fees in connection with their appointment. The Company will bear certain other expenses of and incidental to the Placing.

   5.2.   Settlement and dealings 

Applications will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and to the Irish Stock Exchange for the Placing Shares to be admitted to ESM. It is expected that First Admission will become effective and dealings in the VCT Placing Shares will commence on AIM and ESM on 10 October 2017 and that Second Admission will become effective and dealings in the Non-VCT Placing Shares will commence on AIM and ESM on 11 October 2017, subject to the passing of the Placing Resolutions at the General Meeting.

   6.     Use of proceeds 

The Company intends to use the net proceeds from the Placing which are expected to be EUR15.0 million (GBP13.3 million), together with existing cash and cash equivalents, primarily to fund the Company's pivotal phase III clinical trial for AP101 for the treatment of EB, the further commercialisation of Lojuxta, the Company's existing revenue generating drug treatment for HoFH, a rare and life threatening cholesterol disorder, the pre-launch costs of AP101, in anticipation of a successful phase III trial, capital expenditure to increase the manufacturing capacity for the production of AP101 and development of AP102, the Company's early stage asset that targets acromegaly and Cushing's disease.

The balance of the net proceeds will be utilised to fund the Company's other current and future research and development activities and for working capital and other general corporate purposes. The Company may also consider in-licensing, acquiring or investing in additional assets, product technologies or businesses, although it has no specific commitments in this regard.

   7.     Irrevocable undertakings 

The Company has received irrevocable undertakings to vote in favour of the Resolutions from the Directors and certain Shareholders who hold, or are interested in, an aggregate of 73,861,493 Ordinary Shares, representing approximately 35.5 per cent. of the Company's current issued share capital.

   8.     Related party transaction 

Software AG - Stiftung has agreed to subscribe for 17,727,353 Placing Shares in the Placing, which will take its aggregate shareholding in the Company to 61,272,920 Ordinary Shares following Admission which will constitute 22.3 per cent. of the Enlarged Share Capital assuming no change in Software AG - Stiftung's notified position and no other issuance of shares by the Company between the date of this document and Admission.

The subscription for Placing Shares by Software AG - Stiftung, constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules and Rule 13 of the ESM Rules by virtue of such person being a substantial shareholder in the Company. The Directors consider, having consulted with SCC, the Company's nominated adviser for the purposes of the AIM Rules and Davy, the Company's ESM adviser for the purposes of the ESM Rules, that the terms of the transaction are fair and reasonable in so far as its Shareholders are concerned.

   9.     General Meeting 

The Directors do not currently have the authority to allot all of the Placing Shares and accordingly, the Board is seeking the approval of Shareholders to allot the Placing Shares and to be given a general authority to allot further Ordinary Shares (to replace the authority granted at the 2017 AGM) at the General Meeting. Set out at the end of this document is a notice convening the General Meeting to be held at Holiday Inn London Mayfair, 3 Berkeley Street, Mayfair, London W1J 8NE on 9 October 2017 at 11:00 a.m., at which the Resolutions will be proposed as ordinary or special resolutions as set out below:

1. an ordinary resolution to grant the Directors authority to allot the Placing Shares in connection with the Placing;

2. an ordinary resolution to grant the Directors authority to allot new Ordinary Shares up to a maximum aggregate nominal amount of GBP916,057 which represents approximately one-third of the Enlarged Share Capital. This authority replaces the authority granted at the 2017 AGM;

3. a special resolution to disapply pre-emption rights granted under the Act in respect of the allotment of the Placing Shares for cash in connection with the Placing; and

4. a special resolution to disapply pre-emption rights under the Act in respect of the allotment of new Ordinary Shares under the authority granted by resolution 2 above pursuant to (i) a rights issue or open offer or (ii) otherwise up to an aggregate nominal amount of GBP274,817 (which represents approximately 10% of the Enlarged Share Capital). This replaces the disapplication of pre-emption rights granted at the 2017 AGM.

IMPORTANT NOTICE

This announcement, including the Appendix (together, the "Announcement"), and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. 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. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is 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, Shore Capital Stockbrokers Limited ("Shore Capital") or WG Partners LLP ("WG Partners") or J&E Davy ("Davy") or any of their respective directors, officers, partners, agents, employees or affiliates 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 restrictions contained in this Announcement.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors", as defined in article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person.

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

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.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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

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

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "plans", "projects", "targets", "will" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve known and unknown risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate, amongst other things, to differ materially from the matter expressed or implied by the forward-looking statements. . Given those risks, assumptions and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future performance and speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority ("FCA"), the London Stock Exchange, the Central Bank of

Ireland, the Irish Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to the future price at which the Ordinary Shares may be bought or sold. 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.

Shore Capital and Corporate Limited, which is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital, which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint bookrunner to the Company. Shore Capital and Corporate Limited and Shore Capital are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited and Shore Capital or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

WG Partners, which is a member of the London Stock Exchange and is authorised and regulated in by the FCA, is acting as joint bookrunner to the Company. WG Partners is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting as ESM adviser to the Company for the purposes of the ESM Rules. Davy is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to clients of Davy or for providing advice in relation to the matters referred to in this Announcement.

Save for the responsibilities and liabilities, if any, of Shore Capital and Corporate Limited, Shore Capital and WG Partners under FSMA or the regulatory regime established thereunder, 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 or on behalf of Shore Capital and Corporate Limited, Shore Capital, WG Partners, Davy or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market of that name operated by London Stock Exchange plc ("AIM") and the Enterprise Securities Market, a market operated by Irish Stock Exchange plc ("ESM").

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral (or written) 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 on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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.

This Announcement does not contain a recommendation concerning the Placing.

APPIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY SHORE CAPITAL AND WG PARTNERS WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) (AS AMED) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMED) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IF IN THE UNITED KINGDOM, TO PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FPO AND WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FPO OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA; OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

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

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No copy or part of this Announcement and the information contained in it may be published or distributed, 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.

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; 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 or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

No action has been taken by the Company, Shore Capital and Corporate Limited, Shore Capital, WG Partners or Davy, or any of their respective directors, officers, partners, agents, employees or affiliates 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 restrictions contained in this Announcement.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. 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. Persons into whose possession this Announcement comes are required by the Company, Shore Capital and Corporate Limited, Shore Capital, WG Partners and Davy to inform themselves about, and observe, any such restrictions.

Any indication in this Announcement of the price at which the Company's shares 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.

Shore Capital and Corporate Limited, which is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules. Shore Capital, which is a member of the London Stock Exchange and is authorised and regulated by the FCA, is acting as joint bookrunner to the Company. Shore Capital and Corporate Limited and Shore Capital are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited or Shore Capital or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

WG Partners, which is a member of the London Stock Exchange and is authorised and regulated in by the FCA, is acting as joint bookrunner to the Company. WG Partners is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WG Partners or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting as ESM adviser to the Company for the purposes of the ESM Rules. Davy is acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

Save for the responsibilities and liabilities, if any, of Shore Capital and Corporate Limited, Shore Capital and WG Partners under FSMA or the regulatory regime established thereunder or in respect of fraudulent misrepresentation, 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 or on behalf of the Shore Capital, WG Partners, Davy or by their respective affiliates, agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral or written offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to have given the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Shore Capital and Corporate Limited, Shore Capital and WG Partners. Pursuant to the Placing Agreement, Shore Capital and WG Partners have, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares. The Placing will comprise [***] VCT Placing Shares and [***] Non-VCT Placing Shares.

Due to the requirements of legislation ("VCT Legislation") concerning companies which are or are seeking to become approved venture capital trusts under Part 6 of the Income Tax Act 2007 ("VCTs"), the Company will complete the Placing in two tranches; the first will be of the VCT Placing Shares which will be allotted on First Admission and the second will be of the Non-VCT Placing Shares which will be allotted on Second Admission.

The placing of the VCT Placing Shares is not conditional on the issue of the Non-VCT Placing Shares and Second Admission. Consequently if, following the issue of the VCT Placing Shares, the conditions relating to the issue of the Non-VCT Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms in respect of the Non-VCT Placing Shares, the Non-VCT Placing Shares will not be issued and the Company will not receive the related placing monies. In this situation, the Company will not have sufficient working capital for the next 12 months and may have to seek additional funding.

The Placing of the VCT Placing Shares is conditional, inter alia, on the Company not having received written notification from HMRC by 3.30 p.m. on the business day immediately prior to the expected date of First Admission that the VCT Placing Shares will not qualify pursuant to the VCT Legislation (namely, either that the Company is not a qualifying holding for the purposes of Chapter 4 of Part 6 of ITA 2007 or that the VCT Placing Shares to be issued will not be eligible shares) and the Company not having breached certain warranties in respect of its status under the VCT Legislation (including that the aggregate gross assets of the Company will be less than GBP15 million immediately before and less than GBP16 million immediately after First Admission) if repeated at such time (the "VCT Condition"). If such a notification is received or such warranties are breached when repeated, the VCT Placing Shares will not be issued. However, the Placing of the Non-VCT Placing Shares will be unaffected and will proceed (subject to the Placing Agreement not having been terminated or failing to become unconditional in respect of the Non-VCT Placing Shares prior to Second Admission).

This Appendix gives details of the terms and conditions of, and the mechanics for participation in, the Placing. The Placing is not underwritten.

The Placing Shares will, when issued, be subject to the articles of association of the Company, 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 (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.

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

Applications for Admission

Applications will be made to London Stock Exchange plc and Irish Stock Exchange plc for admission to trading of the Placing Shares on AIM and ESM respectively.

First Admission in respect of the VCT Placing Shares is expected to become effective on or around 10 October 2017 (or such later date as Shore Capital may agree with the Company, not being later than 8.00 a.m. on 31 October 2017) and dealings in the VCT Placing Shares are expected to commence on the same day.

Second Admission in respect of the Non-VCT Placing Shares is expected to become effective on or around 11 October 2017 (or such later date as Shore Capital may agree with the Company, not being later than 8.00 a.m. on 31 October 2017) and dealings in the Non-VCT Placing Shares are expected to commence on the same day.

Principal terms of the Placing

1 Shore Capital and WG Partners are acting as joint bookrunners and as agent of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Shore Capital or WG Partners to participate. Shore Capital and WG Partners and any of their affiliates are entitled to participate in the Placing as principal.

3 The price per Placing Share (the "Placing Price") is a price of 20 pence and is payable to Shore Capital (as agent for the Company) by all Placees. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

4 Each prospective Placee's allocation will be determined by Shore Capital in its absolute discretion following consultation with the Company and will be confirmed orally or in writing (which includes email) by Shore Capital to such Placees, and a trade confirmation/contract note will be dispatched as soon as practicable thereafter and the terms and conditions of this Appendix will be deemed incorporated into the trade confirmation/contract note.

5 Shore Capital's confirmation (as described above) to any person of an allocation of Placing Shares will give rise to an immediate, irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Shore Capital and the Company, under which it agrees to acquire the number of Placing Shares allocated to it and to pay to Shore Capital (or as Shore Capital may direct) in cleared funds an amount equal to the product of the Placing Price and the Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association and all applicable laws. Except with Shore Capital's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

6 Shore Capital may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Shore Capital may also, subject to the prior consent of the Company, allocate the Placing Shares after the time of any initial allocation to any person submitting a bid after time.

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

8 Irrespective of the time at which the Placee's allocation(s) pursuant to the Placing is/are 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 Certain obligations under the Placing will be subject to the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Rights to terminate under the Placing Agreement".

10 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.

11 To the fullest extent permissible by law and applicable FCA rules, neither: (a) Shore Capital nor WG Partners (b) any of their affiliates, agents, directors, officers, consultants of employees nor (c) to the extent not contained within (a) or (b) any person connected with Shore Capital or WG Partners as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of Shore Capital or WG Partners) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person other than the Company whether acting on behalf of a Placee or otherwise. In particular neither Shore Capital nor WG Partners nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Shore Capital's or WG Partners' conduct of the Placing or of such alternative method of effecting the Placing as Shore Capital, WG Partners and the Company may agree.

Conditions of the Placing

The Placing of the VCT Placing Shares is conditional upon the Placing Agreement becoming unconditional in all respects in relation to the Placing of the VCT Placing Shares and not having been terminated in accordance with its terms in respect of the VCT Placing Shares. The Placing of the Non-VCT Placing Shares is conditional upon the Placing Agreement becoming unconditional in all respects in relation to the Placing of the Non-VCT Placing Shares and not having been terminated in accordance with its terms in respect of the Non-VCT Placing Shares.

The obligations of Shore Capital and WG Partners under the Placing Agreement in respect of the VCT Placing Shares are conditional, inter alia, on:

1 the Company having complied with its obligations under the Placing Agreement to the extent that such obligations are required to be performed prior to First Admission;

2 the resolutions necessary to effect the Placing of the Placing Shares being passed without amendment at the General Meeting of the Company;

   3                  the VCT Condition having been satisfied; 

4 the Company delivering, by no later than 3.30 p.m. on the business day immediately prior to the expected date of First Admission, to Shore Capital and WG Partners, a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made or would be breached or be untrue, inaccurate or misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of the certificate; and

5 First Admission having become effective at or before 8.00 am on 10 October 2017 (or such later date, not being later than 31 October 2017, as the Company and Shore Capital may agree).

If the VCT Condition is not fulfilled, the Placing of the VCT Placing Shares will not proceed; however, the Placing of the Non-VCT Placing Shares will be unaffected and will proceed (subject to the Placing Agreement not having been terminated or failing to become unconditional in respect of the Non-VCT Placing Shares prior to Second Admission).

The obligations of Shore Capital and WG Partners under the Placing Agreement in respect of the Non-VCT Placing Shares are conditional, inter alia, on:

1. the Company having complied with its obligations under the Placing Agreement to be performed prior to Second Admission;

2. the resolutions necessary to effect the Placing of the Placing Shares being passed without amendment at the General Meeting of the Company;

3. the Company delivering, by no later than 3.30 p.m. on the business day immediately prior to the expected date of Second Admission, to Shore Capital and WG Partners, a certificate confirming, inter alia, that none of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading when made or would be breached or be untrue, inaccurate or misleading were it to be repeated by reference to the facts and circumstances subsisting on the date of the certificate; and

4. Second Admission having become effective at or before 8.00 am on 11 October 2017 (or such later date, not being later than 31 October 2017, as the Company and Shore Capital may agree).

If (a) any of the conditions to the Placing of the VCT Placing Shares are not fulfilled (or to the extent permitted under the Placing Agreement waived by Shore Capital) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in respect of the Placing of the VCT Placing Shares in the circumstances specified below, the Placing of the VCT Placing Shares will lapse and each relevant Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by a relevant Placee in respect thereof.

If (a) any of the conditions to the Placing of the Non-VCT Placing Shares are not fulfilled (or to the extent permitted under the Placing Agreement waived by Shore Capital) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in respect of the Placing of the Non-VCT Placing Shares in the circumstances specified below, the Placing of the Non-VCT Placing Shares will lapse and each relevant Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by a relevant Placee in respect thereof.

Neither the Company, Shore Capital nor WG Partners or any of their Affiliates shall have any liability to any Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement 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 Shore Capital.

Shore Capital may waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Rights to terminate under the Placing Agreement" and will not be capable of rescission or termination by the Placee.

Rights to terminate under the Placing Agreement

Shore Capital may (acting in good faith) at any time before First Admission in respect of the Placing of the VCT Placing Shares or Second Admission in respect of the Placing of the Non-VCT Placing Shares, terminate Shore Capital's and WG Partners' obligations under the Placing Agreement in respect of the Placing of the VCT Placing Shares and/or the Non-VCT Placing Shares, as applicable, by giving notice to the Company if, inter alia:

1 any statement contained in this Announcement, or certain of the other documents delivered in relation to the Placing, has been discovered to be untrue, incorrect or misleading in any respect which Shore Capital considers, acting in good faith, is materially adverse in the context of the Placing; or

2 there has been a breach of any of the warranties or any other obligation of the Company under the Placing Agreement which Shore Capital considers, acting in good faith, is materially adverse in the context of the Placing; or

3 an event has occurred or a matter has arisen on or after the date of the Placing Agreement and before the First Admission or Second Admission (as applicable) which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of the warranties untrue or incorrect, which Shore Capital considers, acting in good faith, to be materially adverse in the context of the Placing; or

4 any of the conditions set out in the Placing Agreement (other than in respect of the Placing of the Non-VCT Placing Shares, the VCT Condition) shall have become incapable of fulfilment before the latest time provided according to the terms of the Placing Agreement and has not been waived according to the terms of the Placing Agreement; or

5 there has been: a general moratorium on commercial banking activities in London declared by the relevant authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom; the declaration, outbreak, escalation or threatening of war or other hostilities, or the occurrence of any acts of terrorism, involving the United Kingdom or the declaration by the United Kingdom of a national emergency; a material change in taxation adversely affecting the Company or its prospects or the Placing; any other occurrence of any kind which (by itself or together with any other such occurrence) in the opinion of Shore Capital, acting in good faith, is likely to materially and adversely affect the market's perception of the Company or the financial position or trading position or prospects of the Company; or any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment or any other calamity or crisis which, in any case, in the opinion of Shore Capital, acting in good faith, is materially adverse to the Placing, which Shore Capital considers in good faith makes it impractical or inadvisable to continue with the Placing.

By participating in the Placing, each Placee agrees with Shore Capital that the exercise by Shore Capital of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Shore Capital (acting in good faith) and that Shore Capital will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law Shore Capital and the Company (or the Company's directors, officers or employees) shall not have any liability whatsoever to the Placees in connection with any such exercise.

No prospectus

No offering document or prospectus has been or will be prepared, submitted or approved by the FCA or the Central Bank of Ireland (or any other authority) in relation to the Placing and no such offering document or prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service 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 content of this Announcement and the publicly available information released by or on behalf of the Company prior to this Announcement is exclusively the responsibility of the Company and confirms to Shore Capital, WG Partners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information), Shore Capital or WG Partners (other than the amount of the relevant Placing participation in the oral or written confirmation given to Placees and the trade confirmation/contract note referred to below) or any of its Affiliates, any persons acting on its behalf or the Company and neither Shore Capital nor WG Partners nor any of their respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing 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, each Placee acknowledges to and agrees with the Company, Shore Capital and WG Partners 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 to participate 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 (ISIN GB00BDD1LS57 and SEDOL BDD1LS5) following the relevant Admission will take place within the CREST system, subject to certain exceptions. Shore Capital reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, 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.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation/contract note in accordance with the standing arrangements in place with Shore Capital stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Shore Capital and settlement instructions. 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 that it has in place with Shore Capital or as set out in the trade confirmation/contract note.

It is expected that settlement will be on 10 October 2017 in respect of the VCT Placing Shares and on 11 October 2017 in respect of the Non-VCT Placing Shares, in accordance with the instructions set out in the trade confirmation/contract note.

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on Shore Capital's receipt of payment in full for such Placing Shares by the relevant time to be stated in the trade confirmation/contract note referred to above, or by such later time and date as Shore Capital and the Company may in their absolute discretion determine, or otherwise in accordance with the trade confirmation/contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 3 percentage points above the base rate of 0.25%.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Company or Shore Capital may sell (and both of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Shore Capital(a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company (and to Shore Capital as applicable) for the full amount of any losses or shortfall and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation/contract note 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 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 Shore Capital 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.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1 represents and warrants that 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 and conditions of the Placing as referred to and included in this Announcement (including this Appendix);

2 acknowledges that the VCT Placing Shares will be allotted on First Admission and that the placing of the VCT Placing Shares is not conditional on the issue of the Non-VCT Placing Shares and Second Admission. Consequently if, following the issue of the VCT Placing Shares, the conditions relating to the issue of the Non-VCT Placing Shares are not satisfied, or the Placing Agreement is terminated in accordance with its terms in respect of the Non-VCT Placing Shares, the Non-VCT Placing Shares will not be issued and the Company will not receive the related placing monies. In this situation, the Company will not have sufficient working capital for the next 12 months and may have to seek additional funding;

3 acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing or is required under the Prospectus Directive and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

4 acknowledges that the Ordinary Shares are admitted to trading on AIM and the ESM market of the Irish Stock Exchange and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules, the ESM Rules and the EU Market Abuse Regulation (2014/596/EU) ("MAR") (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

5 represents and warrants that it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current;

6 agrees to indemnify on an after-tax basis and hold harmless each of the Company, Shore Capital, WG Partners, its Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement including this Appendix and further agrees that the provisions of this Announcement including this Appendix shall survive after completion of the Placing;

7 acknowledges that neither Shore Capital nor WG Partners nor any of their Affiliates nor 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 Shore Capital, WG Partners nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

8 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Shore Capital nor WG Partners nor any of their respective Affiliates 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 and neither Shore Capital nor WG Partners nor any of their respective Affiliates nor any person acting on its 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 Placing Shares is the information contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for Placing Shares and acknowledges that it is not relying on any investigation that Shore Capital nor WG Partners nor any of their respective Affiliates 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;

9 acknowledges that it has sufficient knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for 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 and it will not look to the Company, Shore Capital, WG Partners or any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

10 represents and warrants that it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information;

11 represents and warrants that it has the funds available to pay for the Placing Shares it has agreed to subscribe for and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Shore Capital determines without any liability to the Placees. It will, however, 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;

12 acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Shore Capital or WG Partners nor any of their Affiliates, nor any person acting on their or any of their Affiliates behalf and understands that (i) neither Shore Capital nor WG Partners nor any of their Affiliates nor any of their Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither Shore Capital nor WG Partners nor any of their Affiliates, nor any person acting on their or any of their Affiliates 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 this Announcement or otherwise and (iii) neither Shore Capital nor WG Partners nor any of their Affiliates, 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 this Announcement or otherwise;

13 represents and warrants that (i) it is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it 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 any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (iii) it has all necessary capacity and authority and is entitled to commit to participate in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (v) it has not taken any action which will or may result in the Company, Shore Capital nor WG Partners nor any of their Affiliates, nor any person acting on their or any of their Affiliates behalf to be in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (iv) if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

14 represents and warrants that (i) the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it is aware of the restrictions on the offer, sale and transfer of the Placing Shares pursuant to Regulation S and acknowledges that the Company shall not recognise any offer, sale, pledge or other transfer of the Placing Shares made other than in compliance with the above stated restrictions, and it will not offer, sell, transfer or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, (iii) it and the person, if any, for whose account or benefit the purchaser is acquiring the Placing Shares, is and continues to be outside of the United States and has not purchased the Placing Shares for the account or benefit of any person in the United States or entered into any arrangement for the transfer of the Placing Shares or any economic interest therein to any person in the United States, (iv) it is not an affiliate of the Company or a person acting on behalf of such affiliate, (v) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S, (v) it is acquiring the Placing Shares in an offshore transaction meeting the requirements of Regulation S under the Securities Act and (vi) if it is acquiring the Placing Shares as a fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such account and has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;

15 represents and warrants that it is not, and any person who it is acting on its behalf is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in any Restricted Jurisdiction, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of any Restricted Jurisdiction and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

16 represents and warrants 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 European Economic Area ("EEA") which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of Shore Capital has been given to the offer or resale;

17 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in the United Kingdom or any member state of the EEA 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 the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the EEA);

18 represents and warrants 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 it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by Shore Capital or WG Partners in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

19 represents and warrants that it is aware of and 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;

20 represents and warrants that it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Antiterrorism Crime and Security Act 2001, the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the 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;

21 if in a Member State of the EEA, represents and warrants that it is a "Qualified Investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

22 if in the United Kingdom, represents and warrants that it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (high net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("FPO") and/or in another exemption under the FPO and/or is an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) of the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

23 represents and warrants that it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

24 represents and warrants that it has not offered and will not offer or sell any Placing Shares to persons in the EEA prior to Second Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

25 represents and warrants that its participation in the Placing would not give rise to 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 on Takeovers and Mergers;

26 undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any trade confirmation/contract note issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either Shore Capital or WG Partners or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, 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;

27 acknowledges that if it has received any confidential price sensitive information about the Company in advance of the Placing, it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations/legislation and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

28 acknowledges that neither Shore Capital nor WG Partners, nor any of their respective Affiliates 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 that neither Shore Capital nor WG Partners, nor any of their respective Affiliates 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 Shore Capital's and WG Partner's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

29 acknowledges that it irrevocably appoints any member of Shore Capital 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;

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

31 acknowledges that the agreement to settle each Placee's allocation of Placing Shares (and/or the allocation 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 Shore Capital nor WG Partners will be responsible. If this is the case, the Placee should take its own advice and notify Shore Capital or WG Partners accordingly;

32 represents and warrants that it, or the person specified by it for registration as a holder of the Placing Shares, 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), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Shore Capital nor WG Partners, the Company, any of their respective Affiliates or any person acting on behalf of them 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 agrees to indemnify the Company and Shore Capital on an after--tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Shore Capital who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

33 acknowledges that it shall (or shall procure that its nominee shall, as appropriate) make notification to the Company of the interests in Ordinary Shares in accordance with Chapter 5 of the Disclosure and Transparency Rules, to be received by the Company within two business days of becoming the holder of Placing Shares;

34 acknowledges that in order to ensure compliance with the Money Laundering Regulations 2007, Shore Capital (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Shore Capital or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Shore Capital's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at Shore Capital'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 Shore Capital (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Shore Capital 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;

35 acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Shore Capital, any money held in an account with Shore Capital on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under 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 Shore Capital's money in accordance with the client money rules and will be used by Shore Capital in the course of its business; and the Placee will rank only as a general creditor of Shore Capital;

36 acknowledges and understands that the Company, Shore Capital and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties, agreements and undertakings which are given to each of Shore Capital and WG Partners, on its own behalf and on behalf of the Company, are irrevocable;

   37             acknowledges that time is of the essence as regard its obligations in respect of its participation in the Placing under these terms and conditions; 

38 acknowledges that the basis of allocation will be determined by Shore Capital in its absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

39 irrevocably authorises the Company, Shore Capital and/or WG Partners to produce this Announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement;

40 acknowledges that its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix 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;

41 acknowledges that Shore Capital and WG Partners may, and their affiliates acting as an investor for its or their own account(s) may, subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Shore Capital and /or WG Partners and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

42 acknowledges that no action has been or will be taken by the Company, Shore Capital or WG Partners or any person acting on their behalf 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;

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

44 acknowledges that its participation in the Placing, these terms and conditions and any contractual or non-contractual obligations arising out of, or in relation thereto, shall be governed by and construed in accordance with English law and that the courts of England shall have exclusive jurisdiction to hear and decide any proceedings which may arise out of or in connection with these terms and conditions, except that enforcement proceedings in respect of the Placee's obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Shore Capital, WG Partners or the Company in any jurisdiction; and

45 represents and warrants 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, and does make, the acknowledgements, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to Shore Capital, WG Partners and the Company for all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person).

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company, Shore Capital and WG Partners (for its own benefit and, where relevant, the benefit of its Affiliates) and any person acting on their behalf and are irrevocable.

No claim shall be made against the Company, Shore Capital, WG Partners or Davy or their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this Announcement or the performance of its obligations pursuant to this Announcement or otherwise in connection with the Placing.

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 Shore Capital nor WG Partners 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 Shore Capital and WG Partners in the event that either of the Company and/or Shore Capital and/or WG Partners 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. Shore Capital shall notify the Placees and any person acting on behalf of the Placees of any such changes.

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

The rights and remedies of Shore Capital and WG Partners 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 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.

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

All times and dates in this Announcement may be subject to amendment.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IOELMMPTMBJTBAR

(END) Dow Jones Newswires

September 21, 2017 02:00 ET (06:00 GMT)