Albert Technologies Ltd Proposed conditional placing (7605P)

TIDMALB

RNS Number : 7605P

Albert Technologies Ltd

31 May 2018

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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 (MAR). ON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Albert Technologies Ltd.

("Albert Technologies" or the "Company")

Proposed conditional placing to raise up to GBP13.6 million (approximately US$18.05 million)

The Board of Albert Technologies, the global software company with a proprietary developed autonomous artificial intelligence marketing platform is pleased to announce a proposed conditional placing of up to 36,756,757 new ordinary shares of NIS0.01 each (the "Ordinary Shares") in the share capital of the Company (the "Placing Shares") at a price of 37 pence per Placing Share (the "Placing Price") to raise up to GBP13.6 million (approximately US$18.05 million (before expenses)) (the "Placing").

Information on the Placing

The Placing will be conducted by way of an accelerated bookbuild process, which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the appendix to this announcement (the "Appendix") (which forms part of this announcement, such announcement and the Appendix together being this "Announcement"). Cantor Fitzgerald Europe ("Cantor Fitzgerald") is acting as bookrunner in connection with the Placing. A placing agreement has been entered into today between the Company and Cantor Fitzgerald in connection with the Placing (the "Placing Agreement").

Highlights

-- Proposed Placing of Placing Shares at a price of 37 pence per Placing Share to raise up to GBP13.6 million (approximately US$18.05 million (before expenses));

-- The Placing Price represents a discount of approximately 1.3% to the Closing Price on 30 May 2018, the last trading day prior to this Announcement;

   --     The Board intend on using the proceeds of the Placing to: 

o expand the Company's direct sales and marketing activities to support continued growth in its client numbers, as well as increasing the use of Albert within the Company's current customers' digital advertising and media buying campaigns;

o continue to develop and scale the Company's reach through further distribution partnerships and agreements with media agencies;

o continue to invest in the development and enhancement of Albert to ensure the platform retains its position as a market leader;

o further enhance the Company's ability to facilitate and improve the on-boarding process for larger scale commercial opportunities;

o invest in people, processes and infrastructure to support the growing business; and

o provide general working capital to the Company.

-- The Placing is conditional upon the approval of the Resolutions by the Shareholders at the General Meeting; and

-- Dealings in the Placing Shares issued pursuant to the Placing are expected to commence at 8.00 am on 25 June 2018.

Overview of the Company

Albert Technologies' proprietary software solution branded "Albert" is an artificial intelligence SaaS solution that is designed to allow major global brands and advertising agencies to run their online advertising campaigns autonomously and deliver a higher return on investment, improve effectiveness and help reduce the cost of human intervention.

The real-time platform analyses a significant amount of advertising and social media data, converts this data into insights and autonomously manages and optimises campaigns across channels, devices and formats.

Albert replaces the manual media buying process with a fully automated solution that delivers continuously improved results through its machine learning functionality. A brand provides Albert with access to its Google, Facebook, Bing, Twitter and other online marketing channels and when a brand manager wishes to launch a new online advertising campaign, all that is needed is to simply log into Albert and deploy that new campaign.

Albert autonomously creates hundreds of micro campaigns across all relevant online marketing channels (Google, Facebook, Bing, Twitter, Instagram, Display, Email, etc.), then reviews these micro campaigns every few minutes and optimises each of them as needed. Albert works in very much the same way that a human campaign manager would, making correlation and cost/benefit-based decisions, but its AI functionality enables Albert to process and learn from actions at a volume and speed that is beyond human capability.

Where an experienced campaign manager could possibly make circa 100 decisions per day, Albert can make thousands per minute. Albert's ability to launch hundreds of micro strategies and review and amend them all every few minutes typically brings about a significant increase in ROI. In addition, all learnings from the decisions made remain in-house, and the brand has full and instant transparency and can easily scale up marketing activities through larger budgets or applications to new brands and new geographies, without hiring new expert campaign managers.

Albert's targeting is based on a combination of previously collected CRM data and incoming campaign data. The algorithm is able to break the information down into customer segments including current/returning customers, site visitors, lookalikes or an entirely new audience. The algorithm takes the knowledge gathered from these segments and creates micro-segments, testing thousands of variables against these segments in seconds. By looking at geography, demographics, behaviours and interests, as well as other customer data points, Albert evolves to identify potential customer profiles. In addition, Albert can execute and optimise campaigns across devices to maximise the efficiency of marketing spend.

Background to and reasons for the Placing and use of proceeds

2017 was a significant year of transition and evolution of Albert Technologies as it closed its legacy indirect business to focus exclusively on Albert, the Company's proprietary technology developed with eight years of R&D investment.

Having launched Albert as an independent SaaS solution in 2016, the Company saw excellent growth in customers, monthly recurring revenues and average revenue per customer.

The AI Marketing space, which is currently a nascent market, represents a very significant growth opportunity for the Company. A recent MarketsandMarkets report predicts that the AI Marketing space will grow to US $40 billion value by 2025. The Directors believe that a growing number of brands and agencies are seeking transparent, cost-efficient and results-driven technology solutions to manage their digital marketing campaigns. AI plays a critical role in delivering peak performance, higher returns on marketing spend, and ground-breaking efficiencies. The Directors believe that Albert is a recognized industry leader in AI at a time when utilizing the very best marketing technologies for global brands and agencies is becoming increasingly essential. The Directors believe the next few years will see AI technology enter the mainstream in digital advertising.

In 2017, the Company achieved some important milestones in its execution strategy. It made significant progress in deploying a strategy that allowed it to combine a sales strategy that could focus on both small-to-medium-sized business customers as well as large brands and global enterprises. Several strategic partnerships and relationships with global advertising agencies and distribution partners were established in the 2017 financial year including:

-- a 12-month rolling contract with one of the world's largest nutrition, health and wellness companies; and

-- a strategic partnership with a leading business services group in Australia and New Zealand.

The Company has a strong pipeline of new business, as well as some ongoing pilot projects with leading global brands and agencies.

In April 2018, the Company announced the appointment of WPP veteran, Rob Norman, as an adviser to the Board (and a prospective Non-Executive Director). Rob's significant sector knowledge and industry contacts within the brands and agencies are already yielding benefits in business development as the Company pursues both the brand-direct and the agency routes to market.

As at 31 December 2017, the Company had cash, cash equivalents and short-term bank deposits of US$11.1m. As stated in the preliminary results of the Company for the year to 31 December 2017, the Board has adopted a contingency plan to reduce costs in the absence of additional funding to allow it to continue to meet its obligations. Whilst the implementation of this plan would allow the Company to meet its liquidity requirements, the Board also believes that such a plan would constrain the Company's ability to continue the progress being made and to capture the market opportunity.

The Board believes that the Company has an excellent opportunity to capitalise on increasing engagement and interest in the use of AI technology in digital advertising campaigns and to fully exploit the pipeline of opportunities created by the progress made over the last 15 months with the Albert SaaS model. Therefore, the net proceeds of the Placing will provide the Company with the capital required to not only enable it continue to invest in the ongoing development and enhancement of Albert to maintain, what the Directors believe is, a market leading AI marketing platform, but also to continue to convert the pipeline of opportunities into customers and increase its sales and marketing presence to expand the Company's reach. The Board therefore intends to use the net proceeds of the Placing to:

-- expand the Company's direct sales and marketing activities to support continued growth in its client numbers, as well as increasing the use of Albert within the Company's current customers' digital advertising and media buying campaigns;

-- continue to develop and scale the Company's reach through further distribution partnerships and agreements with media agencies;

-- continue to invest in the development and enhancement of Albert to ensure the platform retains its position as a market leader;

-- further enhance the Company's ability to facilitate and improve the on-boarding process for larger scale commercial opportunities;

   --           invest in people, processes and infrastructure to support the growing business; and 
   --           provide general working capital to the Company. 

Current trading and prospects

The Company has continued the momentum it saw in 2017 through into 2018 and trading in the year to date has been in line with the Board's expectations. The Board's strategy remains to capitalise on the increasing interest in the benefits of AI in digital advertising campaigns and to act as a solution provider to both enterprises and media agencies seeking to use AI technology as part of their digital marketing strategy. The simplicity of use and the effectiveness of Albert means that the Group not only sells to small and medium sized enterprises with relatively low digital marketing budgets, but also to global brands and media agencies.

The Company has continued to deploy Albert in pilot phase and commercial contracts and the Board are seeing increased traction and interest with global media agencies. Since the start of 2018, the Company has:

   --     signed a pilot agreement with one of the top five global advertising agencies; 

-- secured a 12-month contract with one of the top 25 independent advertising agencies in North America;

   --     started a pilot project with one of Europe's leading telecommunications companies; 

-- commenced a pilot project with a Fortune 50 consumer goods corporation, in a key Latin American territory;

   --     begun a pilot project with one of the top five retailers in Latin America; and 
   --     started a pilot project with one of the world's biggest insurance companies. 

The Company has seen a threefold increase in average monthly revenue per customer during the period from March 2017 to March 2018 and monthly recurring revenues in March had increased to US$0.36 million, approximately four times greater than that in March 2017. Revenue for the first quarter of 2018 was approximately US$1 million, over five times the amount of Q1 revenues for 2017.

The Directors were also delighted to announce the appointment of Rob Norman as an advisor to the Board. Having worked for companies within the WPP media agency network for over three decades, most recently as Global Chief Digital Officer of GroupM, Rob Norman brings significant knowledge, expertise and industry relationships to help the Company continue the significant progress made since the start of 2017.

Board Changes

Following the transition of the business model since its admission to trading on AIM to focus exclusively on the Company's proprietary technology, the Company continues to broaden the experience of the members of the Board. As announced on 30 April 2018, and as set out above, the Company appointed Rob Norman, previously Global Chief Digital Officer and, before that, Chief Executive of GroupM (North America) at WPP's GroupM as an advisor to the Board with the intention that he join the board at the forthcoming AGM. Rob brings with him a wealth of media agency experience.

The Board has been informed by John Allwood of his intention to retire from the Board at the next Annual General Meeting of the Company having served as an Independent Non-Executive Director since its admission to trading on AIM in June 2015, and his decision to start to step back from his commitments. It is the intention of the Board to appoint current Independent Non-Executive Director, Lisa Gordon, into this role on John's retirement.

The Board would like to take this opportunity to thank John for his hard work, his commitment to the Company over the last three years and to wish him well in the future. The Company will monitor and evolve the composition of the Board over the coming years to ensure that it continues to attract high--calibre individuals who will contribute to the continued growth and development of the Company.

Details of the Placing

The Placing is being conducted by way of an accelerated bookbuilding process undertaken by Cantor Fitzgerald acting as sole bookrunner. Pursuant to the Placing, the Company is seeking to raise up to GBP13.6 million (approximately US$18.05 miilion) through the issue of up to 36,756,757 Placing Shares at the Placing Price. The Placing is not underwritten and is subject to the conditions and termination rights set out in the Placing Agreement.

The Placing will be conditional upon, among other things, the approval of the Resolutions at the General Meeting, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

The Ordinary Shares to be issued pursuant to the Placing will rank pari passu with the Existing Ordinary Shares.

Notice of General Meeting

The Placing will be conditional upon the approval of the Resolutions by the Shareholders at the General Meeting to be held at the offices of Bryan Cave Leighton Paisner LLP, Adelaide House, London Bridge, London, United Kingdom EC4R 9HA at 10.00 a.m. on 22 June 2018. A circular to shareholders (the "Circular") containing a notice of General Meeting is being posted to shareholders today and will be available on the Company's website www.albert.ai

Expected Timetable

 
 Announcement of Placing, Bookbuild   7.00 a.m. on 31 
  commences                            May 2018 
-----------------------------------  ---------------- 
 Date of General Meeting              10.00a.m. on 22 
                                       June 2018 
-----------------------------------  ---------------- 
 Admission and commencement           8.00 a.m. on 25 
  of dealings in the Placing           June 2018 
  Shares 
-----------------------------------  ---------------- 
 

Importance of vote

Shareholders should be aware that, if the Resolutions are not approved at the General Meeting, the net proceeds of the Placing will not be received by the Company. As at 31 December 2017 the Company had cash, cash equivalents and short-term bank deposits of US$11.1 million. For the year ended 31 December 2017, total operating expenses incurred by the Company were approximately US$13.3 million. As at the end of April 2018, the Company had cash balances of approximately US$7.3m.

As set out in the preliminary results of the Company for the year to 31 December 2017 announced on 12 March 2018, the Company management and the Board of Directors believed that the Company's financial resources were adequate to satisfy the Company's expected liquidity requirements through to the end of 2018. In addition, it was announced that the Board had adopted a contingency plan to be effected, in whole or in part, at its discretion, to preserve cash to allow the Company to continue its operations and meet its obligations, to the extent required for at least one year from the date of approval of the consolidated financial statements.

Should the Resolutions not be approved, the Directors believe that it will need to adopt the contingency plan. The adoption of this plan will help to preserve cash as costs are extracted from the Company but, as set out above, the Directors believe that whilst the adoption of such a plan will allow it to meet its financial obligations, it will constrain the Company's ability to convert the pipeline of opportunity into clients, capitalise on the market opportunity the Directors believe is available to the Company and continue the growth demonstrated over the last 12 months.

Recommendation

The Directors consider that the Resolutions set out in the Notice and being put to the General Meeting are in the best interests of the Company and its Shareholders and are most likely to promote the success of the Company for the benefit of the Shareholders as a whole. Accordingly, in the circular being posted to Shareholders, the Directors will unanimously recommend that Shareholders vote in favour of the proposed Resolutions, as they intend to do in respect of their holdings amounting to an aggregate of 29,265,431 Ordinary Shares, representing approximately 46.9% of the Company's Existing Ordinary Shares.

For further information, please contact:

 
 Albert Technologies Ltd 
 Or Shani, Chief Executive Officer    Tel: [phone] 
  Yoram Freund, Chief Financial        7137 
  Officer 
  https://albert.ai/ 
 Cantor Fitzgerald Europe 
 Marc Milmo                           [phone] 
  Catherine Leftley                    7000 
 Powerscourt 
 Elly Williamson                      [phone] 
  John Elliott                         1446 
 

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

FORWARD LOOKING STATEMENTS

To the extent that this Announcement contains certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance, a number of risks and uncertainties exist. The Company cautions readers that any forward-looking statement is no guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements.

A forward-looking statement can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds of the Placing, the liquidity position of the Company, the future performance of the Company, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Company operates, the Company's future financial position, plans and objectives for future operations and any other statements that are not historical fact.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's 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. These forward-looking statements reflect the Company's judgement at the date of this Announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Cantor Fitzgerald is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. Cantor Fitzgerald is acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing, and Cantor Fitzgerald 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 Bookbuild or 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 Cantor Fitzgerald or by any of their 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 therefor is expressly disclaimed.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cantor Fitzgerald will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Cantor Fitzgerald is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The Placing Shares to be issued and/or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than to AIM.

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

APPIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION - FOR INVITED PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA 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.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED 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 DIRECTIVE 2003/71/EC AS AMED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED). RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES (OR DEPOSITARY INTERESTS REPRESENTING THEM) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMED (THE "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 ABSENT REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Cantor Fitzgerald Europe ("Cantor Fitzgerald") or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

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

This Announcement should be read in its entirety.

Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this Announcement (including this Appendix) is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on AIM, a market operated by the London Stock Exchange, on which Albert Technologies shares currently in issue are also admitted to trading.

Persons (including individuals, funds or otherwise) who choose to participate in the Placing, by making an oral or written offer to subscribe for and/or acquire any Placing Shares, 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 this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for and/or acquire any Placing Shares has been given. 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 (or depositary interests representing them) acquired by it in the Placing will not have been acquired on behalf of, nor will they have been acquired with a view to their offer or resale to, persons in any 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 Cantor Fitzgerald has been given to the offer or resale; or (ii) where Placing Shares (or depositary interests representing them) 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;

3. in the case of depositary interest holders only, if such applicant's application is successful, any Placing Shares to be issued to such applicant will be issued to Link Asset Services, who will hold them pursuant to the terms of a depositary agreement entered into by the Company and Link Asset Services in connection with the instruments to be issued by Albert Technologies Ltd representing Ordinary Shares (the "Depositary Agreement"), and Link Asset Services will credit such applicant's CREST account with the applicable number of depositary interests representing Ordinary Shares;

4. it is acquiring the Placing Shares (or depositary interests representing them) for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and

5. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

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

Details of the Placing

Cantor Fitzgerald has today entered into an agreement with Albert Technologies Limited (the "Placing Agreement") under which, subject to the conditions set out in that agreement, Cantor Fitzgerald has agreed to use its reasonable endeavours to procure subscribers for the number of Placing Shares at the Placing Price that is to be determined as set out below with certain institutional and other investors.

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

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to trading on AIM. Admission is conditional upon, amongst other things, Shareholders passing the Resolutions, the conditions of the Placing Agreement being satisfied and the PIacing Agreement not having been terminated in accordance with its terms. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 25 June 2018.

Participation in, and principal terms of, the Placing

Cantor Fitzgerald is proceeding with a share placing bookbuild process (the "Bookbuild") for the purpose of assessing demand from institutional and other investors for subscribing for or purchasing Placing Shares at the Placing Price. Cantor Fitzgerald is arranging the Bookbuild as agent for and on behalf of the Company. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Cantor Fitzgerald.

The number of Placing Shares to be issued and/or sold will be agreed between Cantor Fitzgerald and the Company following completion of the Bookbuild by Cantor Fitzgerald. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

Cantor Fitzgerald will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally by Cantor Fitzgerald as agent of the Company ("Confirmation"). No element of the Placing will be underwritten. Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for and/or acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for and/or acquired by that Placee regardless of the total number of Placing Shares (if any) subscribed for and/or acquired by any other investor(s).

Cantor Fitzgerald reserves the right to scale back the number of Placing Shares to be subscribed for and/or acquired by any Placee in the event of an oversubscription under the Placing. Cantor Fitzgerald also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to Cantor Fitzgerald, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Cantor Fitzgerald and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Cantor Fitzgerald, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subcribe for. Each Placee will be deemed to have read and understood the Appendix in their entirety, to the participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Cantor Fitzgerald, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Cantor Fitzgerald as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

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

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event the Placing Agreement does not otherwise become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by the Placee to Cantor Fitzgerald in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.

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 otherwise be capable of rescission or termination by the Placee.

By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including the Appendices, 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 the Appendices.

To the fullest extent permissible by law, neither the Company, Cantor Fitzgerald nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular Cantor Fitzgerald, nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Cantor Fitzgerald's conduct of the Bookbuild or of such alternative method of affecting the Placing as Cantor Fitzgerald and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Resolutions being proposed at the General Meeting being passed by Shareholders and the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Cantor Fitzgerald under the Placing in respect of the placing of the Placing Shares are conditional on, amongst other things:

(a) the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);

   (b)          the Resolutions having been passed; and 

(c) Admission having occurred not later than 8.00 a.m. 25 June 2018 or such later date as the Company and Cantor Fitzgerald may agree, but in any event not later than 8.00 a.m. on 9 July 2018.

If (i) the Resolutions are not passed by Shareholders (ii) any of the conditions contained in the Placing Agreement are not fulfilled or waived (to the extent such conditions may be waived) by Cantor Fitzgerald by the respective time or date where specified, (iii) any of such conditions become incapable of being fulfilled or (iv) the Placing Agreement is terminated, the Placing will not proceed and the Placee's 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.

Cantor Fitzgerald, at its sole discretion and upon such terms as it thinks fit, may waive compliance by the Company with all or any of the Company's obligations (as applicable) in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

Termination of the Placing Agreement

Cantor Fitzgerald is entitled at any time up to and including Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

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

(b) there has been a breach by the Company of any of its undertakings, covenants or obligations under the Placing Agreement which the Bank considers, in its sole judgement (acting in good faith) to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Placing or Admission; or

(c) any of the warranties given by the Company in the Placing Agreement is or becomes (by reference to the facts, matters or circumstances from time to time subsisting) untrue, inaccurate or misleading; or

(d) in the opinion of the Bank there shall have been, whether or not foreseeable at the date of the Placing Agreement, a material adverse effect which the Bank considers, in its sole judgement (acting in good faith), to be (singly or in the aggregate) material in the context of the Group taken as a whole, the Placing or Admission; or

(e) a 'force majeure' event occurs which Cantor Fitzgerald considers, in its sole judgment (acting in good faith), to be (singly or in aggregate) material in the context of the Group taken as a whole, the Placing or Admission.

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

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

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only, and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, prospectus or admission document 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 this Announcement (including this Appendix) and any information previously published by the Company by notification to a Regulatory Information Service.

Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Cantor Fitzgerald or any other person and none of Cantor Fitzgerald nor the Company 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. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place by way of the issue to Placees of depository interests representing the Placing Shares within the system administered by Euroclear UK & Ireland Limited ("CREST"). The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Cantor Fitzgerald, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Participation in the Placing is only available to persons who are invited to participate in it by Cantor Fitzgerald.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally with Cantor Fitzgerald. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in this Announcement (including this Appendix) and subject to the Company's Articles of Association.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with Cantor Fitzgerald, stating the number of depositary interests in respect of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Cantor Fitzgerald and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Cantor Fitzgerald.

For the avoidance of doubt, Placing allocations will be booked with a trade date of 21 June 2018 and a settlement date of 25 June 2018.

The Company will deliver the depositary interests representing Placing Shares to the CREST account operated by Cantor Fitzgerald as agent for the Company and Cantor Fitzgerald will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of depositary interests in respect of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will take place on 25 June 2018, on a delivery versus payment basis.

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

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares or any depositary interests representing them are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares or any depositary interests representing them 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 or depositary interests representing them should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

The relevant settlement details are as follows:

 
 CREST participant ID of 
  Cantor Fitzgerald                               635 
---------------------------  ------------------------ 
 Expected trade date                     21 June 2018 
---------------------------  ------------------------ 
 Settlement date                         25 June 2018 
---------------------------  ------------------------ 
 ISIN Code for the Placing               IL0011354904 
  Shares 
---------------------------  ------------------------ 
 Deadline for Placees to      12.00 p.m. (UK time) on 
  input instructions into                21 June 2018 
  CREST 
---------------------------  ------------------------ 
 

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants, confirms and agrees (as the case may be) that:

1. it has read this Announcement, including this Appendix, in its entirety and that its acquisition of Placing Shares (or depositary interests representing them) is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. it has received this Announcement solely for its use and has not redistributed or duplicated it;

3. no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;

4. its participation in the Placing is subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;

5. the ordinary shares in the capital of the Company are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

6. neither Cantor Fitzgerald nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares (or depositary interests representing them) or the Company other than this Announcement; nor has it requested any of Cantor Fitzgerald, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7. the content of this Announcement is exclusively the responsibility of the Company and that Cantor Fitzgerald, nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously 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 the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for and/or acquire any the Placing Shares (or depositary interests representing them) is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Cantor Fitzgerald or the Company or their

respective affiliates and neither Cantor Fitzgerald nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

8. it may not rely, and has not relied, on any investigation that Cantor Fitzgerald, or any of its respective affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares (or depositary interests representing them) or the Company or its Group, and none of such persons has made any representation, express or implied, with respect to the Company, its Group, the Placing Shares or the accuracy, completeness or adequacy of any publicly available or filed information or any representation relating to the Company or its Group; each Placee further acknowledges that it has conducted its own investigation of the Company, its Group and the Placing Shares and has received all information it believes necessary or appropriate in connection with its investment in the Placing Shares (or depositary interests representing them);

9. it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares (or depositary interests representing them);

10. except as set out in paragraph 10(a) below, it has neither received nor relied on any 'inside information' (for the purposes of the EU Market Abuse Regulation 596/2014 ("MAR") and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of material non-public information;

a. if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

11. Cantor Fitzgerald nor any person acting on its behalf nor any of its respective affiliates has or shall have any liability for 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;

12. it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof including the Money Laundering Sourcebook of the FCA (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;

13. if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for and/or acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of Cantor Fitzgerald has been given to the proposed offer or resale;

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

15. it 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 (Directive 2003/71/EC) (including any relevant implementing measure in any member state);

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

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

18. if in the United Kingdom, it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls 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 lawfully be communicated;

19. any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;

20. it and any person acting on its behalf is entitled to subscribe for and/or acquire any Placing Shares (or depositary interests representing them) under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities 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, and that its subscription of Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.

21. the Placing Shares have not been and will not be registered with any securities regulatory authority of Canadian, Japanese, Australian, South African securities legislation, or the securities legislation of any other jurisdiction where it would be unlawful to do so, and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into Canada, Japan, Australia or the Republic of South Africa or their respective territories and possessions, or the securities legislation of any other jurisdiction where it would be unlawful to do so, except subject to limited exemptions;

22. it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Cantor Fitzgerald, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;

23. its purchase of Placing Shares (or depositary interests representing them) does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

24. it (and any person acting on its behalf) will make payment for the Placing Shares (or depositary interests representing them) allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares (or depositary interests representing them) may be placed with other acquirers or sold as Cantor Fitzgerald may in its discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares (or depositary interests representing them) allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares (or depositary interests representing them);

25. Cantor Fitzgerald nor 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 a client of Cantor Fitzgerald for the purposes of the Placing and that Cantor Fitzgerald does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings 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. the person whom it specifies for registration as holder of the Placing Shares (or depositary Interests representing them) will be (i) itself or (ii) its nominee, as the case may be. Neither Cantor Fitzgerald 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 or Cantor Fitzgerald in respect of the same on the basis that the Placing Shares (or depositary interests representing them) will be allotted to the CREST stock account of Cantor Fitzgerald who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

27. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (or depositary interests representing them) (together with any interest chargeable thereon) may be taken by the Company or Cantor Fitzgerald 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. Cantor Fitzgerald and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Cantor Fitzgerald to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

29. agrees to indemnify on an after tax basis and hold the Company and Cantor Fitzgerald 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 the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing;

30. it will acquire any Placing Shares (or depositary interests representing them) subscribed for and/or acquired by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

31. its commitment to subscribe for and/or acquire any Placing Shares (or depositary interests representing them) on the terms set out herein and in the relevant contract notes 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. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Cantor Fitzgerald. 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 the subscription by it and/or such person direct from the Company for the Placing Shares (or depositary interests representing them) in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares (or depositary interests representing them) is, or is acting as nominee or agent for, and that the Placing Shares (or depositary interests representing them) will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and none of the Company, nor Cantor Fitzgerald shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Cantor Fitzgerald accordingly;

32. no action has been or will be taken by any of the Company, Cantor Fitzgerald or any person acting on behalf of the Company or Cantor Fitzgerald 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;

33. in making any decision to subscribe for and/or acquire any the Placing Shares (or depositary interests representing them), it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares (or depositary interests representing them). It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on 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;

34. it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;

35. it will provide Cantor Fitzgerald with such relevant documents as it may reasonably request to comply with requests or requirements that either they or the Company may receive from regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;

36. it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares (or depositary interests representing them); and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Cantor Fitzgerald;

37. it may not rely on any investigation that Cantor Fitzgerald or any person acting on their behalf may or may not have conducted with respect to the Company or the Placing and Cantor Fitzgerald has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares (or depositary interests representing them), or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for and/or acquire any the Placing Shares (or depositary interests representing them). It acknowledges and agrees that no information has been prepared by Cantor Fitzgerald or the Company for the purposes of this Placing;

38. it will not hold Cantor Fitzgerald or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Cantor Fitzgerald nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

39. the Placing Shares (or depositary interests representing them) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold or otherwise transferred in the United States except pursuant to registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act;

40. it is aware that the Placing Shares (or depositary interests representing them) are being offered outside the United States in reliance on Regulation S promulgated under the Securities Act ("Regulation S");

41. it is, at the time of the offer and acceptance of the Placing Shares (or depositary interests representing them) located outside the United States and is subscribing for shares only in an Offshore Transaction as defined, and in accordance with, Regulation S;

42. it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States;

43. it is purchasing the Placing Shares (or depositary interests representing them) for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the Placing Shares in any manner that would violate the Securities Act; and

44. it understands and acknowledges that neither the Company nor any of its respective affiliates, makes any representation as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares (or depositary interests representing them).

The foregoing acknowledgements, undertakings, representations, warranties, confirmations and agreements are given for the benefit of the Company and Cantor Fitzgerald and each of their respective affiliates.

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 United Kingdom by them or any other person on the subscription by them of any Placing Shares (or depositary interests representing them) or the agreement by them to subscribe for and/or acquire any Placing Shares (or depositary interests representing them).

Each Placee, and any person acting on behalf of the Placee, acknowledges that neither the Company nor Cantor Fitzgerald owes 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 each Placee acknowledges and agrees that Cantor Fitzgerald 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 (or depositary interests representing them).

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

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

MSCSDDESSFASEDI

(END) Dow Jones Newswires

May 31, 2018 02:00 ET (06:00 GMT)