Eagle Eye Solutions Group PLC Proposed Placing to raise up to £6.0 million (3261G)

TIDMEYE

RNS Number : 3261G

Eagle Eye Solutions Group PLC

26 May 2017

THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.

26 May 2017

Eagle Eye Solutions Group PLC

("Eagle Eye" or the "Company")

Proposed Placing to raise up to GBP6.0 million

Eagle Eye (AIM: EYE), the SaaS technology company that validates and redeems digital promotions in real-time for the grocery, retail and hospitality industries, is pleased to announce that it proposes to raise up to approximately GBP6.0 million (before expenses) through the conditional placing of up to 2,666,667 new ordinary shares of 1p each ("Ordinary Shares") in the Company ("Placing Shares") at a price of 225.0 pence per Placing Share (the "Placing Price") (the "Placing"). The net proceeds of the Placing will be predominantly used to invest in operational and marketing capabilities to capitalise on recent momentum in the business and pursue growth opportunities.

Highlights

-- Opportunity to build on the UK success achieved to date, target expansion in Canada and North America from the Group's existing relationship with Loblaws Inc ("Loblaws") and capitalise on the Company's partnership with TCC Global in Europe;

-- Investment to be funded by internally generated cashflow and the net proceeds of the Placing of approximately GBP5.8 million;

-- Investment will focus on operational and marketing capabilities and also support the working capital requirements of the growing business;

-- A proportion of the net proceeds will also be earmarked to support any significant new customer wins;

-- Investment is to be made during the current financial year and the two financial years ending 30 June 2019, the majority of which is expected to be incurred as operating expenses over and above the Board's current expectations, with some potential impact in the current financial year;

-- The Board expects to close the financial year ending 30 June 2017 slightly ahead of management's revenue expectations as a result of small exploratory investments in key areas which have started to deliver early returns;

-- Certain members of the Board and persons discharging managerial responsibility ("PDMRs") have indicated an interest in subscribing for 678,870 Placing Shares which at the Placing Price equates to approximately GBP1.5 million in aggregate;

-- Placing conditional on, inter alia, the passing of the Resolutions which are to be proposed at a General Meeting of the Company to be held on 12 June 2017 and Admission taking place by no later than 13 June 2017; and

-- Investec Bank plc ("Investec") is acting as nominated adviser and sole broker to the Company.

Tim Mason, Chief Executive of Eagle Eye, said:

"Eagle Eye has delivered operational momentum and we are seeing increasing demand from retailers and brands for our proven and scalable technology to drive a structural shift in their digital marketing capabilities.

"The proposed placing will help Eagle Eye to significantly strengthen the marketing and operational capabilities that underpin our growth strategy and, ultimately, capitalise on our strong first-mover advantage to deliver additional value to our customers and shareholders alike."

A circular, extracts of which are set out below, containing a notice of General Meeting of the Company (the "Circular"), convened for 9.30 a.m. on 12 June 2017 to be held at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW, is expected to be sent to Shareholders today, outlining the terms of the Placing and convening the General Meeting at which the Resolutions will be tabled. A copy of the Circular will also be made available on the Company's website, www.eagleeye.com.

Capitalised terms not otherwise defined in the text of this Announcement are defined in the Appendix to this Announcement.

For further information, please contact:

 
                                          [phone] 
 Eagle Eye Solutions Group PLC             3686 
 Tim Mason, Chief Executive Officer 
  Lucy Sharman-Munday, Chief Financial 
  Officer 
 Investec (Nominated Adviser and          [phone] 
  Broker)                                  5970 
 Dominic Emery / David Anderson, 
  Corporate Finance 
  Matt Lewis / Rob Baker, Corporate 
  Broking 
                                          [phone] 
 Hudson Sandler                            4133 
 Nick Lyon / Alex Brennan / Hattie 
  O'Reilly 
 

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Information on Eagle Eye

www.eagleeye.com

Eagle Eye is a leading SaaS technology company that securely validates and redeems digital promotions in real-time for the grocery, retail and hospitality industries.

The Company's digital marketing platform, Eagle Eye AIR, enables the secure, real-time, multi-channel issuance, management and redemption of digital promotions and rewards, replacing previously used paper-based methods. Our Eagle Eye platform creates a network effect between merchants, distributors and brands enabling stronger connections and value to all parties. Through our four products we enable brands and merchants to reduce cost, improve their customer offer and accelerate their innovation.

The Company's current customer base includes leading names in UK grocery, retail and hospitality including Asda, J Sainsbury, Greggs, JD Sports, Ladbrokes, Marks & Spencer, Mitchells & Butlers, Pizza Express, Tesco and Thomas Pink.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

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

IMPORTANT NOTICES

This Announcement is not an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States unless the Placing Shares are registered under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, in each case in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States.

This announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or

circumstances on which any such statement is based.

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

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

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 years would necessarily match or exceed the historical published earnings per share of the Company.

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

Proposed Placing to raise up to GBP6.0 million

Introduction

Eagle Eye, the SaaS technology company that validates and redeems digital promotions in real-time for the grocery, retail and hospitality industries, is pleased to announce that it proposes to raise up to approximately GBP6.0 million (before expenses) through the conditional placing of up to 2,666,667 Placing Shares at a price of 225.0 pence per Placing Share. The net proceeds of the Placing will be predominantly used to invest in operational and marketing capabilities to capitalise on recent momentum in the business and pursue growth opportunities.

The Placing is conditional, inter alia, upon the Company obtaining approval from Shareholders to grant the Board authority to allot the Placing Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares, and Admission. In the event that the Company does not receive authority to allot the Placing Shares at the General Meeting, the Placing will not proceed and the Placing Shares will not be issued.

The Placing Shares will represent approximately 11.9 per cent. of the Ordinary Shares in issue as at the date hereof ("Existing Ordinary Shares") and the Placing Price will represent a discount of approximately 17.6 per cent. to the closing mid-market price of 273.0 pence per Existing Ordinary Share on 25 May 2017, being the latest practicable date prior to the publication of this Announcement. The Placing Price will represent a premium of 7.3 per cent. to the volume weighted average share price of the last 30 days of 209.7 pence per Existing Ordinary Share.

Background to and reasons for the Placing

Following Tim Mason's appointment as Chief Executive Officer in September 2016, the Company has delivered an improving trend against its core strategic and financial pillars: 'Win', bringing more customers on to the Eagle Eye AIR platform; 'Transact', driving higher redemption volumes through the platform; and 'Deepen', enriching relationships with customers utilising the breadth of the Group's product portfolio.

Win

As reported in the Company's interim results for the six months ended 31 December 2016 (the "2017 Interim Results") on 14 March 2017, the Company has made continued progress in adding new brands and retailers to its AIR platform. This momentum has continued in the second half of the current financial year ending 30 June 2017 with the signing of (i) a strategic partnership with TCC Global, a leading retail marketing company specialising in creating retail marketing programmes and continuity loyalty schemes, allowing Eagle Eye to extend its digital promotions offer into the European loyalty market, and (ii) a three year contract with John Lewis for the deployment of its AIR platform.

Transact

The volume of transactions through the Company's platform increased by approximately 81 per cent. to approximately 25.2 million in the six months to 31 December 2016, supported by Asda's nationwide roll-out from November 2015. As customers recognise the scale and depth of the platform, the Company has been able to win an increasing number of brand campaigns. The significant uplift to redemptions from such brand campaigns supports the customer offering that Eagle Eye can successfully drive higher redemption rates through the power of its digital platform.

Deepen

The Company made significant progress in deepening its tier 1 client relationships during the six months ended 31 December 2016 with approximately 52 per cent. of revenue, GBP2.6 million (H1 2016: approximately 29 per cent., GBP0.9 million) being generated by extending its service offering within major clients. The embedding of Eagle Eye's technology within these clients is a strong demonstration of the capability and reliability of its technology as a digital marketing platform.

With growth and momentum on KPIs, the Board believes there is a strategic opportunity to capitalise on existing relationships and reference points, including those with Loblaws in Canada and TCC Global in Europe, and is confident the business is on track to deliver against management's strategic and financial goals.

Use of proceeds

The net proceeds of the Placing of approximately GBP5.8 million are expected to allow the Group to capitalise on recent successes through supporting increased operating expenditure in key areas of sales, technical expertise and client management, combined with continued investment in infrastructure to support the delivery of 'best in class' customer service. In addition, the Company intends to invest approximately GBP0.5 million in product marketing and brand positioning. The funds raised will also provide the Company with the required level of working capital to support new customer wins in the medium term.

Specifically, the investment programme outlined below is expected to be part funded by the net proceeds of the Placing, together with internally generated free cash flow. This investment is expected to be made during the current financial year ending 30 June 2017 and during the subsequent two financial years ending 30 June 2019, with some potential impact in the current financial year. The majority of the investment of the net proceeds of the Placing in the business is expected to be incurred as operating expenses over and above the Board's current expectations during the period of investment.

UK - approximately GBP0.5 million

The Company is seeking to capitalise on its momentum in the UK to date, a proven market for Eagle Eye. There remains a large opportunity for growth, building on the addition of two tier 1 grocers to the platform, J Sainsbury and Asda, in 2015 and 2016 respectively. In addition, the Company seeks to capitalise on opportunities present in the food & beverage sector where the Group has been successful in securing six out of 10 of the top UK food & beverage branded outlet providers as customers (source: Allegra Strategies Research Analysis 2013). Continued investment in sales and technical expertise, together with the client relationship team, will also position the Group to deepen its foothold with existing customers.

Canada and North America - approximately GBP3.0 million

The Company intends to seize upon the success of its relationship with Loblaws through increased investment in a senior operations and support team, the infrastructure available to scale and serve growth in the North American market, as well as the associated increased logistical costs incurred as a result. An executive strategic support team will be targeting significant addressable markets across grocery, other retail and food & beverage.

TCC Global Partnership and Europe - approximately GBP1.0 million

The Company's partnership with TCC Global has opened up an opportunity to target key retailers across continental Europe to not only sell Eagle Eye's entry level product but also to deepen newly formed relationships. In order to accelerate this opportunity, investment is required to build the scale of sales and technical support provided to TCC Global in the targeting and conversion of identified clients as well as the increased penetration of existing clients.

With the broad spread across geographies and customer targets, the Board has also earmarked up to GBP1.0 million of net proceeds from the Placing to be available to support any significant new customer wins and capitalise on such opportunities quickly.

Current Trading and Outlook

As set out in the 2017 Interim Results, the Company delivered an acceleration of the rate of half-on-half revenue growth, delivering approximately 44 per cent. growth for the six months ended 31 December 2016 to approximately GBP5.1 million compared with approximately 19 per cent. growth for the six months ended 31 December 2015 to approximately GBP3.0 million.

Since then, the business has continued to gain positive traction, including the signing of two key milestone agreements, the exclusive partnership with TCC Global and the contract with John Lewis. The Company's success in winning new customers is driving increased transactions through the AIR platform.

The Company is growing a strong pipeline of opportunities in the retail sector across UK and Europe. With this in mind, the Company has made small exploratory investments in key areas which have started to deliver early returns.

Against this backdrop, the revenue momentum in the business has continued in the second half of the current financial year and the Board expects to close the financial year ending 30 June 2017 slightly ahead of management's revenue expectations.

The Placing

The Company proposes to raise up to approximately GBP6.0 million (before expenses) by way of a conditional placing of up to 2,666,667 Placing Shares at a placing price of 225.0 pence per Ordinary Share. The Placing Shares will represent approximately 10.6 per cent. of the entire issued share capital of the Company immediately following Admission (assuming no exercise of share options) (the "Enlarged Share Capital"). The Placing Price will represent a discount of approximately 17.6 per cent. to the closing middle market price of 273.0 pence per Ordinary Share on 25 May 2017 (being the latest practicable date prior to the date of this Announcement).

Upon Admission, the Enlarged Share Capital is expected to comprise 25,059,221 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, this figure of 25,059,221 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Eagle Eye under the FCA's Disclosure Guidance and Transparency Rules.

The Placing Shares will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission.

As a result of the number of Placing Shares to be issued pursuant to the terms of the Placing, Shareholders who do not participate in the Placing will experience dilution in their ownership and voting interests.

The Placing Agreement

The Company has entered into the Placing Agreement with Investec, pursuant to which, Investec has agreed to act as agent for the Company to use its reasonable endeavours to place the Placing Shares with institutional and other investors. The Placing is not being underwritten.

The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 13 June 2017 (or such later time and/or date as the Company and Investec may agree, but in any event by no later than 8.30 a.m. on 30 June 2017). If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the placees will be returned to them (at the placees' risk and without interest) as soon as possible thereafter.

The Placing Agreement contains provisions entitling Investec to terminate the Placing Agreement at any time prior to Admission in certain circumstances that are customary for an agreement of this nature, including circumstances where any of the warranties given by the Company are found not to be true or accurate or were misleading, or the occurrence of certain force majeure events. If this right is exercised, the Placing will not proceed.

The Placing Agreement contains customary warranties given by the Company to Investec in connection with the Company and its business and a customary indemnity given by the Company to Investec in respect of liabilities arising out of or in connection with the Placing.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 13 June 2017 on which date it is also expected that the Placing Shares will be enabled for settlement in CREST.

Directors' and PDMRs' participation in the Placing

The following Directors and PDMRs have indicated an interest to subscribe, in aggregate, for 678,870 Placing Shares pursuant to the Placing as follows:

 
                                                                 Number       Ordinary 
                                                  Ordinary   of Placing         Shares 
                                                    Shares       Shares       expected      Percentage 
                                                   held at     expected          to be     of Enlarged 
                                                   date of        to be      held post           Share 
Director              Role               this Announcement   subscribed    Admission**       Capital** 
                      Chief Executive 
Tim Mason              Officer                78,797          100,000       178,797          0.71% 
                      Chief Financial 
Lucy Sharman-Munday    Officer                15,000           5,000         20,000          0.08% 
                      Non-executive 
Malcolm Wall           Chairman               33,535           3,994         37,529          0.15% 
                      Non-executive 
Bill Currie            Director             2,640,385         314,437      2,954,822         11.79% 
Sir Terry             Non-executive 
 Leahy                 Director             1,977,030         235,440      2,212,470         8.83% 
                      Chief Operating 
David Aylmer           Officer*                 -              8,888         8,888           0.04% 
                      Chief Sales 
Helen Slaven           Officer*                 -             11,111         11,111          0.04% 
 

Note: * PDMR

** Assuming no change in the notified positions of the above Shareholders and no other issuance of shares by the Company between the date of this Announcement and Admission.

Recommendation

The Placing is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting. As mentioned above, Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Placing will not proceed and the Company will need to significantly scale back its strategic expansion plans or seek alternative sources of finance to finance such initiatives.

Accordingly, the Directors believe that the Placing is in the best interests of the Company and Shareholders, taken as a whole and the Directors unanimously recommend Shareholders vote in favour of the Resolutions, as the Directors (who hold Ordinary Shares) intend to do in respect of their own holdings of Ordinary Shares, amounting to, in aggregate, 6,256,419 Ordinary Shares as at 25 May 2017, being the last practicable date prior to the date of this Announcement, representing approximately 27.9 per cent. of Eagle Eye's existing ordinary share capital.

Placing Statistics

 
 Number of Ordinary Shares in issue 
  before the Placing                          22,392,554 
 Number of Placing Shares to be issued 
  pursuant to the Placing                      2,666,667 
 Placing Price                               225.0 pence 
 Gross proceeds of the Placing            GBP6.0 million 
 Estimated expenses of the Placing        GBP0.2 million 
 Number of Ordinary Shares in issue 
  immediately following the Placing(*)        25,059,221 
 Placing Shares as a percentage of        10.6 per cent. 
  the Enlarged Share Capital 
 

* Assuming that the Placing has completed and that no further Ordinary Shares have been issued other than the Placing Shares and no share options have been exercised.

Expected Timetable of Principal Events

 
                                                 2017 
 Anticipated date of posting                   26 May 
  the Circular 
 Last time and date for receipt        9.30 a.m. on 8 
  of Proxy Forms and CREST Proxy                 June 
  Instructions 
 General Meeting                      9.30 a.m. on 12 
                                                 June 
 Admission and dealings in the        8.00 a.m. on 13 
  Placing Shares expected to                     June 
  commence on AIM 
 Where applicable, expected                   13 June 
  date for CREST accounts to 
  be credited for Placing Shares 
  in uncertificated form 
 Where applicable, expected                by 27 June 
  date for despatch of definitive 
  share certificates in respect 
  of Placing Shares in certificated 
  form 
 

Notes:

1. References to times in this announcement are to London time (unless otherwise stated).

2. The dates and timing of the events in the above timetable and in the rest of this Announcement are indicative only and may be subject to change.

3. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service.

APPIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

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

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS: (A) WHO, IF IN THE UNITED KINGDOM, HAVE BEEN SELECTED BY INVESTEC AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; (B) WHO, IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, ARE "QUALIFIED INVESTORS" (AS DEFINED IN IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF 4 NOVEMBER 2003 (TOGETHER WITH ANY IMPLEMENTING DIRECTIVE MEASURE IN SUCH MEMBER STATES, THE "PROSPECTUS DIRECTIVE")); (C) WHO, IF IN THE UNITED STATES, ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT); OR (D) ARE OTHERWISE PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 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 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS 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 HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

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

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (each such person whose participation is accepted by Investec in accordance with this Appendix being hereinafter referred to as a "Placee" and together, as the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:

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

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

3. (a) it is not in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.

The Company and Investec will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. No action has been taken by the Company or Investec that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purposes is required. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Furthermore, the Placing Shares have not been recommended by any US federal or state securities commission or regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or confirmed the accuracy or determined the adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The Placing Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placing Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered, taken up, transferred or sold directly or indirectly in or into South Africa or to a resident of South Africa. The Placing Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada.

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

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

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

Details of the Placing

Investec has entered into the Placing Agreement with the Company under which Investec has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary undertakings and warranties given by the Company to Investec including as to the accuracy of information contained in this Announcement and the Circular, to matters relating to the Company and its business and a customary indemnity given by the Company to Investec in respect of liabilities arising out of or in connection with the Placing.

The Placing is conditional upon, inter alia, the Resolutions being passed by the requisite majorities at the General Meeting. A circular explaining the background to and reasons for the Placing, and containing the Notice of General Meeting will be sent to shareholders. A copy of the Circular and the Notice of General Meeting will also be available at the Company's website at www.eagleeye.com.

The Placing is also conditional upon, inter alia, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

Investec has absolute discretion as to the enforcement of any obligations, undertakings, representations and warranties of the Company in the Placing Agreement and the making of any amendments to the Placing Agreement.

Investec has no responsibility or liability to the Placees in relation to the exercise of its discretion or in relation to any other right or discretion given to it or which it is entitled to exercise, whether under the Placing Agreement or otherwise.

The Placing Shares will, when issued, be issued free of any right of pre-emption, third-party right or interest, encumbrance, lien or other security interest and credited as fully paid and will rank pari passu in all respects with the existing Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Shares after the relevant date of issue of the Placing Shares.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of its Shares in the period of 180 days from the date of Admission without the prior consultation with, and written consent of, Investec (such consent not to be unreasonably withheld).

Application for admission to trading

Application will be made to the London Stock Exchange for Admission. It is expected that settlement of the Placing Shares and Admission will become effective on 13 June 2017 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

   1.         Investec will arrange the Placing as agent for and on behalf of the Company. 

2. Investec is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA, and is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement.

3. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Investec. Investec and the Company will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

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

   5.         The Placing Price will be a fixed price of 225.0 pence (225.0p) per Placing Share. 

6. A Placee's commitment to subscribe for a fixed number of Placing Shares will be agreed with and confirmed to it orally by Investec and a Contract Note will be despatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to the Placee by Investec constitutes an irrevocable, legally binding contractual commitment of the Placee in favour of the Company and Investec (as agent for the Company) to subscribe for the number of Placing Shares allocated to it at the Placing Price and on the terms set out in this Appendix and in accordance with the Company's Articles of Association.

7. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Investec which has not been withdrawn or revoked prior to publication of this Announcement, shall not be capable of withdrawal or revocation following the publication of this Announcement without the consent of Investec.

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

9. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company and Investec, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

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

11. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, inter alia, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

13. Investec is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement. To the fullest extent permissible by law, none of the Company, Investec or any of their respective affiliates, agents, directors, officers or employees, shall have any liability to Placees nor shall they owe any Placee fiduciary duties in respect of any claim they may have (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, Investec or any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Investec's conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither Investec nor any of its affiliates, agents, directors, officers or employees shall have any liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

Investec's obligations under the Placing Agreement are conditional on, inter alia:

   (a)       the passing of the Resolutions at the General Meeting; 

(b) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(c) Admission taking place not later than 8.00 a.m. on 13 June 2017, or such later time and/or date being no later than 8.30 a.m. on 30 June 2017, as the Company may agree with Investec.

Investec's obligations under the Placing Agreement are also conditional on, inter alia, in the sole judgement of Investec (acting in good faith):

(a) the warranties given by the Company in the Placing Agreement being true and accurate and not misleading (and remaining true and accurate and not misleading if they were repeated at any time before Admission) by reference to the facts then subsisting; and

(b) there not having occurred since the date of the Placing Agreement any development or event (or any development or event reasonably likely to include a prospective change) which will or is reasonably likely to have an adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of the Group as a whole whether or not arising in the ordinary course of business, which in each case is material in the context of the Placing ("Material Adverse Effect").

If (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by Investec in writing by the time or date where specified (or such later time or date as the Company and Investec may agree, not being later than 8.30 a.m. on 30 June 2017), or (ii) the Placing Agreement is terminated as described below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Investec may, in its absolute discretion, waive the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that certain conditions, including the conditions relating to the passing of the Resolutions at the General Meeting and Admission taking place (and the time by which Admission must occur), may not be waived and the period for compliance with such conditions may not be extended. Any such waiver will not affect Placees' commitments as set out in this Announcement.

Neither Investec, the Company, nor any of their respective affiliates, agents, directors, officers or employees, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec and the Company.

Right to terminate under the Placing Agreement

Investec is entitled in its absolute discretion, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a) in the sole judgement of Investec (acting in good faith), any of the warranties in the Placing Agreement would, if repeated at any time up to Admission (by reference to the facts and circumstances existing), be untrue or inaccurate or misleading;

(b) a breach by the Company of any of its obligations under the Placing Agreement (to the extent such obligations fall to be performed prior to Admission);

(c) in the sole judgement of Investec (acting in good faith), there has occurred any Material Adverse Effect since the date of the Placing Agreement; or

(d) there has been a change in national or international monetary, political, financial, or economic conditions; an incident of terrorism, outbreak or escalation of hostilities, war or any other calamity or crisis; a disruption, suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or foreign exchange controls or a material disruption in commercial banking, or any other adverse change (or prospective adverse change) regarding taxation affecting the Shares, in each case as would be likely in the sole judgement of Investec to prejudice the success of the Placing, dealings in the Shares in the secondary market or which makes it, in the sole judgement of Investec (acting in good faith), impractical to proceed with the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Investec of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Investec (acting in good faith), and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Investec, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Investec, any of their respective affiliates, agents, directors, officers or employees, or any other person and neither Investec, the Company, nor any of their respective affiliates, agents, directors, officers or employees nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Investec, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Investec are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. 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: GB00BKF1YD83) following Admission will take place within CREST provided that, subject to certain exceptions, Investec reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a Contract Note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec (as agent for the Company) 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 CREST or certificated settlement instructions that it has in place with Investec.

It is expected that settlement in respect of the Placing Shares will be on 13 June 2017 on a T+11 basis in accordance with the instructions set out in the 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 two percentage points above LIBOR as determined by Investec.

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

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation.

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

Representations, warranties and further terms

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

1. represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;

2. acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3. acknowledges that the Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the last 12 months and that the Placee is able to obtain or access such information or comparable information without undue difficulty;

4. acknowledges that neither Investec, the Company, nor any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Investec, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that neither Investec, its affiliates, agents, directors, officers or employees, nor any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not 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 that it has read this Announcement and the Exchange Information and the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is 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 neither received nor relied on any other information given or representations, warranties or statements made by Investec, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of Investec (the views of such Research Departments not representing and being independent from those of the Company and the Corporate Finance Department of Investec and not being attributable to the same)), and neither Investec nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Investec, its affiliates, agents, directors, officers or employees or any other person acting on its or their behalf has or may have conducted;

6. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7. acknowledges that Investec does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Investec is not acting for it or its clients and that Investec will not be responsible for providing protections to it or its clients;

8. acknowledges that neither Investec, its affiliates, agents, directors, officers or employees, nor any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9. neither Investec, its ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective affiliates, agents, directors, officers or employees shall be liable to Placees for any matter arising out of Investec's roles as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which you may have in respect thereof;

   10.       represents and warrants that it is not in the United States; 

11. acknowledges that the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and 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, and that the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States; therefore, it agrees that it will not offer, sell, pledge or otherwise transfer any Placing Shares in the United States unless and until the Placing Shares are registered under the US Securities Act (which it acknowledges the Company has no obligation to do) or unless the Placing Shares are offered, sold, pledged or transferred in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the laws of any state or other jurisdiction of the United States;

12. represents and warrants that neither it, nor the beneficial owner if different of such Placing Shares, will be a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa;

13. acknowledges and agrees that the relevant clearances have not been and will not be obtained from the securities commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities legislation of Australia, New Zealand, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

14. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

15. represents and warrants that: (i) it is aware of and has complied with its obligations under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU) No. 596/2014; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001 and the Money Laundering Regulations 2007; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the

Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Investec such evidence, if any, as to the identity or location or legal status of any person which Investec may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Investec on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Investec may decide in its sole discretion;

16. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that 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 which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Investec has been given to the offer or resale;

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

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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

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

20. if in a Member State of the European Economic Area, unless otherwise specifically agreed with Investec in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

21. if in the United Kingdom, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

22. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

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

24. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Investec may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Investec on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

25. acknowledges that neither Investec, any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Investec and that Investec has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

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

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

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

29. agrees that the Company, Investec and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Investec on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

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

31. acknowledges that no action has been or will be taken by any of the Company, Investec or any person acting on behalf of the Company or Investec 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;

32. acknowledges that it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

33. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the Contract Note 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;

34. acknowledges that Investec, or any of its affiliates acting as an investor for their own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing;

35. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

36. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Investec and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company or Investec 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Investec in the event that any of the Company or Investec has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Investec accordingly.

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

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

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

When a Placee or person acting on behalf of the Placee is dealing with Investec, any money held in an account with Investec on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the 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 Investec's money in accordance with the client money rules and will be used by Investec in the course of its own business and the Placee will rank only as a general creditor of Investec.

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

Past performance is no guide to future performance and the value of shares can fluctuate and can go down as well as up, and accordingly on disposal of the Shares which you acquired you may not realise the full amount of your investment. Persons needing advice should consult an independent financial adviser.

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit, in the Announcement:

'Act' means the Companies Act 2006, as amended from time to time;

'Admission' means the admission of all the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;

'AIM' means the market of that name operated by the London Stock Exchange;

'AIM Rules for Companies' means the provisions of the London Stock Exchange's AIM Rules for Companies as amended from time to time governing, inter alia, admission to AIM and the continuing obligations of AIM companies;

'Announcement' means this announcement (including the appendix to this announcement);

'Business Day' means any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday;

'Contract Note' means the trade confirmation to be sent to each Placee stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec (as agent for the Company) and settlement instructions;

'CREST' means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

'CREST Regulations' means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;

'Directors' or 'Board' means the directors of the Company as at the date of this Announcement;

'FSMA' means the Financial Services and Markets Act 2000 (as amended);

'General Meeting' means the general meeting of the Company to be convened for 9.30 a.m. on 12 June 2017 (or any adjournment of that meeting);

'London Stock Exchange' means London Stock Exchange plc;

'Notice of General Meeting' means the notice given to the shareholders of the Company in respect of the General Meeting setting out the Resolutions;

'Placing Agreement' means the placing agreement dated 26 May 2017 between the Company and Investec in respect of the Placing;

'Resolutions' means the resolutions to be passed by the shareholders in respect of the Placing at the General Meeting;

'Shares' means the ordinary shares of GBP0.01 each in the capital of the Company;

'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern Ireland; and

'United States' or 'US' means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

This information is provided by RNS

The company news service from the London Stock Exchange

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May 26, 2017 02:01 ET (06:01 GMT)