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WTE Westmount Energy Limited

1.50
0.00 (0.00%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Westmount Energy Limited LSE:WTE London Ordinary Share GB00B0S5KR31 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.50 1.40 1.60 1.50 1.50 1.50 25,010 07:31:42
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Offices-holdng Companies,nec -2.7M -2.97M -0.0206 -0.73 2.16M

Westmount Energy Limited Proposed Open Offer and Subscription (3760G)

20/11/2015 7:01am

UK Regulatory


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TIDMWTE

RNS Number : 3760G

Westmount Energy Limited

20 November 2015

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY RIGHTS, ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. RIGHTS, ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE RIGHTS OR ORDINARY SHARES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

20 November 2015

Westmount Energy Limited

("Westmount" or the "Company")

Open Offer of up to 9,830,300 new Ordinary Shares at 4 pence per share

Subscription of up to 6,000,000 new Ordinary Shares at 4 pence per share

Westmount Energy Limited (AIM: WTE), the energy investment company, announces a conditional subscription ("Subscription") to raise up to GBP240,000 in conjunction with an Open Offer to raise up to GBP393,212 before expenses to provide ongoing working capital for the Company.

Reasons for the Fundraising

-- The Board has carefully considered current market conditions within the energy sector and, whilst the sector remains challenging, believes that there are opportunities for investment in the medium term that should create shareholder value.

-- The proceeds from the Open Offer and the Subscription will be used as working capital for Westmount to continue with its identification of investments within the energy sector.

Details of the Fundraising

-- Subscription - Subscription of up to 6,000,000 new Ordinary Shares at 4.0p each to raise up to GBP240,000 by means of a direct subscription with two private investors who are active in the energy sector

-- Open Offer - Up to 9,830,300 new Ordinary Shares at 4.0p to raise up to GBP393,212 before expenses. Qualifying Shareholders are entitled to apply for 1 new Ordinary Share for every 1 Existing Ordinary Share

-- Offer Price - The Offer Price of the new Ordinary Shares at 4.0 pence per ordinary share, represents a discount of 40.7 per cent. to the closing middle market share price of 6.75 pence on 19 November 2015

-- Admission - Admission and commencement of dealings in the new Ordinary Shares on AIM is expected on 14 December 2015

-- Directors Participation - all Directors intend to take up their entitlements in full under the Open Offer

For further information, please contact:

 
 Westmount Energy Limited                 www.westmountenergy.com 
 David King, Director                            Tel: +44 (0)1534 
                                                           835660 
 
 
 Cenkos Securities plc Nomad and                   Tel: +44 (0)20 
  Broker                                                7397 8900 
 Nicholas Wells / Elizabeth Bowman 
 (Corporate Finance) 
 
 
 
 

Cenkos Securities PLC, which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and no other person in connection with the matters described in this announcement. No representation or warranty, express or implied, is made by Cenkos Securities PLC as to any of the contents of this announcement and, without limiting the statutory rights of any person to whom this announcement is issued, no liability whatsoever is accepted by Cenkos Securities PLC for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. Cenkos Securities PLC will not be offering advice nor will it be responsible for providing client protections to recipients of this announcement in respect of the Subscription and Open Offer.

The information reproduced below is extracted from the Circular which has been published and posted to Shareholders today. The full Circular is available on the Company's website: www.westmountenergy.com

Open Offer of up to 9,830,300 new Ordinary Shares at 4 pence per share

Subscription of up to 6,000,000 new Ordinary Shares at 4 pence per share

Introduction

The Board of Westmount has been considering the Company's investment policy and its ability to continue to identify and assess appropriate investments in the energy sector. The Board considers that, whilst there has been uncertainty in the sector in recent history, there will be opportunities to create value for investors in the medium term. Accordingly, it is pleased to announce that the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of 9,830,300 new Ordinary Shares, to raise up to GBP393,212 before expenses, with a basic entitlement of 1 new Ordinary Share for every 1 Existing Ordinary Share, at 4 pence per share, payable in full on application.

The Issue Price is at a discount of 40.7 per cent. to the closing middle market price of 6.75 pence per Existing Ordinary Share on 19 November 2015 (being the last practicable date before the announcement of the Open Offer).

In connection with the Open Offer, the Board also announces that the Company has entered into a conditional subscription agreements with each of Mr John Craven and Mr Dermot Corcoran, investors in the energy sector, to subscribe for up to 3,000,000 Ordinary Shares each in the Company in a personal capacity at the Issue Price ("New Investor Subscription"). The New Investor Subscription is not conditional on the Open Offer completing but is conditional on approval of the Shareholder Resolution to approve the conversion of all of the shares in the Company to shares of no par value. The Open Offer is conditional upon completion of the New Investor Subscription. If the New Investor Subscription is not completed then the Company will not proceed with the Open Offer and the Open Offer will lapse.

The Open Offer is an invitation by the Company to Qualifying Shareholders to apply to acquire up to an aggregate of 9,830,300 new Ordinary Shares at a price of 4 pence per share. If you hold Existing Ordinary Shares on the Record Date or have a bona fide market claim, other than, subject to certain exceptions, where you are a Shareholder with a registered address or located in the United States or another Restricted Jurisdiction, you will be entitled to apply for Open Offer Shares under the Open Offer. Qualifying Shareholders will also be offered the opportunity to apply for additional shares in excess of their entitlement to the extent that other Qualifying Shareholders do not take up their Open Offer Entitlement in full. For the avoidance of doubt, Shareholders with no Open Offer Entitlement (by virtue of their owning fewer than 2,500 Existing Ordinary Shares), but excluding any Overseas Shareholder who has a registered address in the United States of America or any other Restricted Jurisdiction, may still apply for such number of Excess Shares under the Excess Application Facility as will increase their aggregate holding of Ordinary Shares in the Company to at least 5,000 Ordinary Shares in the Company.

Admission is expected to occur on 8.00 a.m. on 14 December 2015. The Open Offer is not underwritten.

The Company may use its discretion in respect of any Excess Shares not taken up by Qualifying Shareholders to allot them to such placees and Shareholders who are not Qualifying Shareholders, pursuant to the terms of the Open Offer, as the Company may determine. At present, should there be sufficient Excess Shares not taken up in the Open Offer, Gerard Walsh and Thomas O'Gorman intend to subscribe for their pro rata entitlement under the Open Offer and additional excess entitlements to bring their aggregate fully diluted holding to not more than 29.9% of the Enlarged Shares following the Open Offer.

Reasons for the Open Offer, Subscription and Use of Proceeds

The Company operates solely as an energy investment company. The investment strategy of the Company is to provide seed capital to small companies that are identified as having significant growth possibilities and to invest in early stage listed energy companies. The Company is dependent on its investment portfolio to fund the corporate running costs. The Board has carefully considered the current market and believes that there are opportunities for investment in the medium term that will create shareholder value. Accordingly, the Board is recommending the Open Offer to existing shareholders and has entered into conditional subscription agreements as part of the New Investor Subscription which is an agreement with two strategic investors in the sector to raise up to GBP240,000.

Assuming that the Open Offer Shares are fully taken up, the Open Offer is expected to raise up to GBP393,212 before expenses. The proceeds from the Open Offer and the New Investor Subscription will be used for the ongoing working capital. In addition, the investment by the new investors should provide the Company with access to additional deal flow.

Directors' Participation in the Open Offer

The Company has been informed by all of the Directors that they intend to accept their respective entitlements under the Open Offer in full. The aggregate basic entitlements of all the Directors under the Open Offer is 2,630,000 Open Offer Shares.

(MORE TO FOLLOW) Dow Jones Newswires

November 20, 2015 02:01 ET (07:01 GMT)

The Board has received irrevocable undertakings from Messrs Walsh and O'Gorman that they will subscribe for their pro rata entitlement in the Open Offer. In addition and subject to availability and the discretion of the Board, they intend to subscribe for a certain number of Excess Shares not taken up by Qualifying Shareholders to the extent that their beneficial holdings of Ordinary Shares in the Company will not exceed 29.9 per cent. of the Ordinary Shares in the Company following Admission.

An announcement will be released to the market in due course notifying the market of the acceptance by Directors and their families or connected persons of any Open Offer Entitlements and Excess Shares and the effect on their subsequent shareholdings in the Company.

Related Party Transaction

Messrs Walsh and O'Gorman each have a beneficial interest in 1,100,000 Ordinary Shares in the Company and have irrevocably undertaken to subscribe for their pro rata entitlement in the Open Offer and a certain number of Excess Shares to the extent that their beneficial holdings of Ordinary Shares in the Company will not exceed 29.9 per cent. of the Ordinary Shares following Admission. This commitment constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Company's independent director, David King, having consulted with the Company's nominated adviser, Cenkos Securities Plc, considers that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned.

Results

The Company today published its results for the year ended 30 June 2015. The past year has been very challenging for investors in oil & gas assets. During the year Westmount generated a loss of GBP222,239 and had net assets of GBP522,073 as at 30 June 2015. As reported at the interim stage the board has financed the ongoing corporate overheads of the company by disposing of shares in its investment portfolio to finance ongoing administration costs.

Current Trading and Prospects

As noted in the Company's Final results, over the past year, the fall in the oil price together with the risk off investment environment has resulted in a difficult environment to evaluate, execute and finance merger and acquisition activity in the energy sector. Share prices across the sector have been adversely affected, in particular companies exposed to high cost production and debt have been the hardest hit. Given the new oil price environment, efforts are continuing to find a suitable transaction or investment. The additional working capital raised as part of the Subscription and Open Offer today will allow the Company to continue to pursue these investments.

Principal Terms of the Open Offer

A total of 9,830,300 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price, payable in full on application. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to other Shareholders under the Excess Application Facility.

Although Qualifying Shareholders can apply for as many Open Offer Shares as they wish, Qualifying Shareholders will receive an entitlement to apply for Open Offer Shares pursuant to the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 1 Existing Ordinary Share

registered in their name on the Record Date. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility.

The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their respective Open Offer Entitlements. For the avoidance of doubt, Shareholders with no Open Offer Entitlement (by virtue of their owning fewer than 2,500 Existing Ordinary Shares), but excluding any Overseas Shareholder who has a registered address in the United States of America or any other Restricted Jurisdiction, may still apply for such number of Excess Shares under the Excess Application Facility as will increase their aggregate holding of Ordinary Shares in the Company to at least 5,000 Ordinary Shares in the Company.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form for certificated Shareholders. Applicants can apply for fewer or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for fewer or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.

Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited to CREST on 23 November 2015. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will be enabled for settlement in CREST until 3:00pm on 4 November 2015. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST application and payment in respect of the Open Offer is 11.00a.m. on 9 December 2015.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of this document and on the accompanying Application Form.

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Application will be made to the London Stock Exchange for the admission of the Open Offer Shares which are subscribed for to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 14 December 2015 at which time it is also expected that the Open Offer Shares will be enabled for settlement in CREST.

Details of the Subscription

The Board has recently considered certain proposals for further investment in the Company to provide additional working capital for the business of the Company.

One such proposal, the New Investor Subscription involves the subscription by each of Dermot Corcoran and John Craven for up to 3,000,000 new Ordinary Shares each (an aggregate of up to 6,000,000 new Ordinary Shares) in the Company at a proposed issue price of 4p per share, pursuant to a conditional subscription agreement. The terms of the Conditional Subscription Agreements are to provide that the allotment on account of the subscription is to be made after payment has been received and shareholder approval had been obtained to the conversion of the shares of the Company to shares of no par value. It is presently intended that the subscription, allotment and issue of new Ordinary Shares of no par value will take place on or around 14 December 2015. The aggregate subscription price being up to GBP240,000 or such lesser amount based on the multiple of the number of shares subscribed to as part of the New Investor Subscription and GBP0.04.

The New Investor Subscription may involve the subscription by each of John Craven and Dermot Corcoran of less than 3,000,000 new Ordinary Shares each (so in aggregate less than 6,000,000 new Ordinary Shares) if subscriptions at that level would result in John Craven and Dermot Corcoran holding in aggregate such number of shares which would exceed 29.9 per cent. of the Enlarged Shares following the Open Offer.

The New Investor Subscription is not conditional on completion of the Open Offer but is conditional on the Shareholder Resolution being approved. The Open Offer is conditional upon completion of the New Investor Subscription which means that if the New Investor Subscription is not completed then the Company will not proceed with the Open Offer.

Conversion to no par value

As the Ordinary Shares which are the subject of the New Investor Subscription and the Open Offer are to be issued at a discount to the Company's current nominal value per share of 20p, the Company is required to convert its existing issued Ordinary Shares of 20p each and its authorised but unissued Ordinary Shares into shares of no par value.

The proposal to convert the shares of the Company to shares of no par value is to be put to the Company's members at the Annual General Meeting of the Company which is scheduled to take place on 11 December 2015. The New Investor Subscription is conditional on investors voting to approve the resolution to convert all the shares of the Company to shares of no par value.

Overseas Shareholders

(MORE TO FOLLOW) Dow Jones Newswires

November 20, 2015 02:01 ET (07:01 GMT)

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward this document or the Application Form to such persons, is drawn to the information which appears in paragraph 8 of Part 3 of the Circular.

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation the United States of America), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.

Action to be Taken

Qualifying non-CREST Shareholders wishing to apply for Open Offer Shares or Excess Shares must complete the Application Form which accompanies this document in accordance with the instructions set out in paragraph 5.1 of Part 3 of the Circular and on the Application Form and return it with the appropriate payment to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later than 11.00a.m. on 9 December 2015.

If you do not wish to apply for any Open Offer Shares under the Open Offer, you should not complete or return the Application Form.

If you are a Qualifying CREST Shareholder, no Application Form will be sent to you. Qualifying CREST Shareholders will have Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to their stock accounts in CREST. You should refer to the procedure for application set out in paragraph 5.2 of Part 3 of the Circular. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 5.2 of Part 3 of the Circular by no later than 11.00a.m. on 9 December 2015.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer.

Expected timetable of events

 
 Record Date for the Open Offer          5.30p.m. on 18 November 
                                                            2015 
 Announcement of the Open Offer                 20 November 2015 
 Ex-entitlement Date                            20 November 2015 
 Posting of this document and                   20 November 2015 
  Application Form to Qualifying 
  non-CREST Shareholders 
 Open Offer Entitlements and Excess             23 November 2015 
  CREST Open Offer Entitlements 
  credited to stock accounts of 
  Qualifying CREST Shareholders 
 Recommended latest time and date           4.30pm on 3 December 
  for requesting withdrawal of                              2015 
  Open Offer Entitlements from 
  Crest 
 Latest time and date for depositing      3.00p.m. on 4 December 
  Open Offer Entitlements into                              2015 
  CREST 
 
 Latest time and date for splitting       3.00p.m. on 7 December 
  Application Forms (to satisfy                             2015 
  bona fide market claims only) 
 Latest time and date for acceptance     11.00a.m. on 9 December 
  of the Open Offer and receipt                             2015 
  of completed Application Forms 
  and payment in full under the 
  Open Offer or settlement of relevant 
  CREST instruction (if appropriate) 
 Latest time and date for receipt        11.00a.m. on 9 December 
  of proxy forms for Annual General                         2015 
  Meeting 
 Announcement of result of Open                 11 December 2015 
  Offer 
 Admission and commencement of           8.00a.m. on 14 December 
  dealings in the Open Offer Shares                         2015 
  on AIM 
 Open Offer Shares credited to           8.00a.m. on 14 December 
  CREST members' accounts                                   2015 
 Annual General Meeting                          11.00a.m. on 11 
                                                   December 2015 
 Despatch of definitive share                by 31 December 2015 
  certificates for Open Offer Shares 
  in certificated form 
 

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

All references are to London time unless stated otherwise.

Definitions

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

 
 "Admission"                       to the extent that Qualifying 
                                    Shareholders apply to 
                                    subscribe for Open Offer 
                                    Shares under the Open 
                                    Offer, the admission 
                                    of the Open Offer Shares 
                                    subscribed under the 
                                    Open Offer to trading 
                                    on AIM 
 "AIM"                             the AIM market operated 
                                    by London Stock Exchange 
 "AIM Rules for Companies"         the AIM Rules for Companies 
                                    and guidance notes as 
                                    published by the London 
                                    Stock Exchange from time 
                                    to time 
 "Annual General Meeting"          the Annual General Meeting 
                                    of the Company due to 
                                    take place at the offices 
                                    of Stonehage Fleming 
                                    at No 2 The Forum, Grenville 
                                    Street, St Helier JE1 
                                    4HH 
 "Application Form"                the personalised application 
                                    form on which Qualifying 
                                    non-CREST Shareholders 
                                    may apply for new Ordinary 
                                    Shares under the Open 
                                    Offer, which accompanies 
                                    this document 
 "Board" or "Directors"            the directors of the 
                                    Company as at the date 
                                    of this document 
 "Capita Asset Services"           a trading name of Capita 
                                    Registrars Limited 
 "Cenkos Securities"               Cenkos Securities plc 
 "Company" or "Westmount"          Westmount Energy Limited 
 "Companies Law"                   the Companies (Jersey) 
                                    Law 1991 (as amended) 
 "Conditional Subscription         the conditional subscription 
  Agreement"                        agreements entered into 
                                    between the Company and 
                                    each of John Craven and 
                                    Dermot Corcoran on 19 
                                    November 2015 setting 
                                    out the terms of the 
                                    New Investor Subscription 
 "CREST"                           the relevant system (as 
                                    defined in the CREST 
                                    Regulations) in respect 
                                    of which Euroclear is 
                                    the operator (as defined 
                                    in the CREST Regulations) 
 "CREST Manual"                    the rules governing the 
                                    operation of CREST, consisting 
                                    of the CREST Reference 
                                    Manual, CREST International 
                                    Manual, CREST Central 
                                    Counterparty Service 
                                    Manual, CREST Rules, 
                                    Registrars Service Standards, 
                                    Settlement Discipline 
                                    Rules, CCSS Operations 
                                    Manual, Daily Timetable, 
                                    CREST Application Procedure 
                                    and CREST Glossary of 
                                    Terms (all as defined 
                                    in the CREST Glossary 
                                    of Terms promulgated 
                                    by Euroclear on 15 July 
                                    1996 and as amended since) 
 "CREST member"                    a person who has been 
                                    admitted to CREST as 
                                    a system-member (as defined 
                                    in the CREST Manual) 
 "CREST member account             the identification code 
  ID"                               or number attached to 
                                    a member account in CREST 
 "CREST participant"               a person who is, in relation 
                                    to CREST, a system-participant 
                                    (as defined in the CREST 
                                    Regulations) 
 "CREST participant ID"            shall have the meaning 
                                    given in the CREST Manual 
                                    issued by Euroclear 
 "CREST payment"                   shall have the meaning 
                                    given in the CREST Manual 
                                    issued by Euroclear 
 "CREST Regulations"               the Companies (Uncertificated 
                                    Securities) Jersey Order 

(MORE TO FOLLOW) Dow Jones Newswires

November 20, 2015 02:01 ET (07:01 GMT)

                                    1999 (as amended) 
 "CREST sponsor"                   a CREST participant admitted 
                                    to CREST as a CREST sponsor 
 "CREST sponsored member"          a CREST member admitted 
                                    to CREST as a sponsored 
                                    member 
 "Enlarged Shares"                 all the issued shares 
                                    of the Company following 
                                    completion of the Open 
                                    Offer at Admission and 
                                    assuming that the Open 
                                    Offer is fully subscribed 
 "EU"                              the European Union 
 "Euroclear"                       Euroclear UK & Ireland 
                                    Limited 
 "Excess Application Facility"     the arrangement pursuant 
                                    to which Qualifying Shareholders 
                                    may apply for additional 
                                    Open Offer Shares in 
                                    excess of their Open 
                                    Offer Entitlements in 
                                    accordance with the terms 
                                    and conditions of the 
                                    Open Offer 
 "Excess CREST Open Offer          in respect of each Qualifying 
  Entitlements"                     CREST Shareholder, the 
                                    entitlement (in addition 
                                    to an Open Offer Entitlement) 
                                    to apply for Open Offer 
                                    Shares pursuant to the 
                                    Excess Application Facility, 
                                    which is conditional 
                                    on taking up the Open 
                                    Offer Entitlement in 
                                    full 
 "Excess Shares"                   Open Offer Shares applied 
                                    for by Qualifying Shareholders 
                                    under the Excess Application 
                                    Facility 
 "Ex-entitlement Date"             the date on which the 
                                    Existing Ordinary Shares 
                                    are marked "ex" for entitlement 
                                    under the Open Offer, 
                                    being 19 November 2015 
 "Existing Ordinary Shares"        the 9,830,300 Ordinary 
                                    Shares in issue on the 
                                    date of this document 
 "FCA"                             the Financial Conduct 
                                    Authority of the UK 
 "FSMA"                            Financial Services and 
                                    Markets Act 2000 (as 
                                    amended) 
 "Issue Price"                     4 pence per new Ordinary 
                                    Share 
 "London Stock Exchange"           London Stock Exchange 
                                    plc 
 "Money Laundering Regulations"    Money Laundering Regulations 
                                    2007, the money laundering 
                                    provisions of the Criminal 
                                    Justice Act 1993, Part 
                                    VIII of FSMA (together 
                                    with the provisions of 
                                    the Money Laundering 
                                    Sourcebook of the FCSA 
                                    and the manual of guidance 
                                    produced by the Joint 
                                    Money Laundering Steering 
                                    Group in relation to 
                                    financial sector firms), 
                                    the Terrorism Act 2000, 
                                    the Anti Terrorism Crime 
                                    and Security Act 2001, 
                                    the Proceeds of Crime 
                                    Act 2002 and the Terrorism 
                                    Act 2006 
 "New Investors"                   means John Craven and 
                                    Dermot Corcoran 
 "New Investor Subscription"       the subscription by John 
                                    Craven for 3,000,000 
                                    Ordinary Shares in the 
                                    Company (or such lesser 
                                    number of Ordinary Shares 
                                    in the Company in accordance 
                                    with the relevant Conditional 
                                    Subscription Agreement) 
                                    and the subscription 
                                    by Dermot Corcoran for 
                                    3,000,000 Ordinary Shares 
                                    in the Company (or such 
                                    lesser number of Ordinary 
                                    Shares in the Company 
                                    in accordance with the 
                                    relevant Conditional 
                                    Subscription Agreement) 
                                    at the Issue Price and 
                                    otherwise pursuant to 
                                    the terms and conditions 
                                    of the Conditional Subscription 
                                    Agreements 
 "Open Offer"                      the invitation made to 
                                    Qualifying Shareholders 
                                    to apply to subscribe 
                                    for the Open Offer Shares 
                                    at the Issue Price on 
                                    the terms and subject 
                                    to the conditions set 
                                    out in Part 3 of this 
                                    document and in the Application 
                                    Form 
 "Open Offer Entitlements"         the basic entitlements 
                                    of Qualifying Shareholders 
                                    to subscribe for Open 
                                    Offer Shares allocated 
                                    to Qualifying Shareholders 
                                    on the Record Date pursuant 
                                    to the Open Offer 
 "Open Offer Shares"               the 9,830,300 Ordinary 
                                    Shares being made available 
                                    to Qualifying Shareholders 
                                    pursuant to the Open 
                                    Offer 
 "Ordinary Shares"                 ordinary shares of no 
                                    par value in the Company 
 "Overseas Shareholders"           a Shareholder with a 
                                    registered address outside 
                                    the United Kingdom 
 "Qualifying CREST Shareholders"   Qualifying Shareholders 
                                    holding Existing Ordinary 
                                    Shares in a CREST account 
 "Qualifying non-CREST"            Qualifying Shareholders 
                                    holding Existing Ordinary 
                                    Shares in Shareholders" 
                                    certificated form 
 "Qualifying Shareholders"         holders of Existing Ordinary 
                                    Shares on the register 
                                    of members of the Company 
                                    at the Record Date (but 
                                    excluding any Overseas 
                                    Shareholder who has a 
                                    registered address in 
                                    the United States of 
                                    America or any other 
                                    Restricted Jurisdiction) 
 "Record Date"                     5.30p.m. on 18 November 
                                    2015 
 "Registrar"                       Capita Asset Services 
                                    in its capacity as the 
                                    Companys registrar 
 "Regulatory Information           has the meaning given 
  Service"                          in the AIM Rules for 
                                    Companies 
 "Restricted Jurisdiction"         United States of America, 
                                    Canada, Australia, Japan, 
                                    the Republic of Ireland, 
                                    South Africa and any 
                                    other jurisdiction where 
                                    the making of the Open 
                                    Offer would breach any 
                                    applicable law or regulation 
 "Securities Act"                  US Securities Act of 
                                    1933 (as amended) 
 "Shareholders"                    the holders of Existing 
                                    Ordinary Shares 
 "Shareholder Resolution"          the resolution to be 
                                    put to the Company at 
                                    its Annual General Meeting 
                                    on 11 December 2015 that 
                                    all of the shares in 
                                    the Company are converted 
                                    to shares of no par value 
 "UK"                              the United Kingdom of 

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November 20, 2015 02:01 ET (07:01 GMT)

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