Augmentum Fintech Plc Proposed Placing of New Ordinary Shares

 
TIDMAUGM 
 
26 October 2020 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF 
THE MARKET ABUSE REGULATION (EC NO. 596/2014) ("MAR"). 
 
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR 
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN 
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF 
THIS ANNOUNCEMENT WOULD BE UNLAWFUL. 
 
Neither this Announcement nor any part of it constitutes an offer or invitation 
to underwrite, an offer to sell or acquire or the solicitation of an offer to 
subscribe for or acquire any securities in any jurisdiction in which any such 
offer or solicitation would be unlawful and the information contained herein is 
not for publication or distribution, in whole or in part, directly or 
indirectly, in or into the United States, Australia, Canada, the Republic of 
South Africa, Japan, any member state of the EEA or any jurisdiction in which 
such publication or distribution would be unlawful. The securities referred to 
herein have not been and will not be registered under the U.S. Securities Act 
of 1933 (as amended), under the securities legislation of any state of the 
United States or under the applicable securities laws of Australia, Canada, the 
Republic of South Africa, Japan or any member state of the EEA. 
 
LEI: 213800OTQ44T555I8S71 
 
                             Augmentum Fintech plc 
 
                    (the "Company" or "Augmentum Fintech") 
 
                    Proposed Placing of New Ordinary Shares 
 
Further to the announcement made by the Company on 6 October 2020, the board of 
directors of Augmentum Fintech, the UK's only publicly listed fintech 
investment company, (the "Board") is pleased to announce its intention to 
conduct a placing of new ordinary shares of GBP0.01 each in the capital of the 
Company ("Ordinary Shares") ("Placing Shares") to raise gross proceeds of up to 
approximately GBP28 million (the "Placing") at a price of 120 pence per new 
Ordinary Share (the "Issue Price"). 
 
In addition to the Placing, there will be an offer made by the Company on the 
PrimaryBid platform of Ordinary Shares ("Retail Shares") at the Issue Price 
(the "Retail Offer" and together with the Placing Shares, the "New Ordinary 
Shares") to provide retail investors with an opportunity to participate in the 
equity fundraising alongside institutional investors. A separate announcement 
will be made shortly regarding the Retail Offer and its terms. For the 
avoidance of doubt, the Retail Offer is not part of the Placing. 
 
Highlights 
 
  * Placing and Retail Offer (together, the "Fundraise") to raise total gross 
    proceeds of up to approximately GBP28 million, on a non-pre-emptive basis 
 
  * Proceeds of the Fundraise are to be used to fund investments selected from 
    the Company's near-term qualified pipeline, which currently contains 
    approximately GBP120 million of investment opportunities across all target 
    sectors and geographies, and continues to grow 
 
  * The maximum number of New Ordinary Shares available to be issued pursuant 
    to the Fundraising is 23,371,380, representing approximately 20% of the 
    Company's existing issued share capital (excluding shares held in treasury) 
 
  * The Issue Price is 120 pence per New Ordinary Share. This represents a 
    premium of approximately 3.4% to the Company's audited Net Asset Value per 
    Ordinary Share as at 31 March 2020 of 116.1 pence per Ordinary Share 
 
  * The Issue Price represents a discount of approximately 6.3% to the closing 
    price per Ordinary Share on 23 October 2020 of 128 pence per Ordinary Share 
 
  * The Placing closes at 5.00 p.m. on 29 October 2020 
 
  * The Company has today issued a trading update 
 
  * Nplus1 Singer Capital Markets Limited ("Nplus1") and Peel Hunt LLP ("Peel 
    Hunt") are acting as joint brokers and joint bookrunners in connection with 
    the Placing (the "Joint Bookrunners") 
 
Commenting on today's announcement, Neil England, Chairman of Augmentum Fintech 
plc said: 
 
"The trend towards a digital economy has accelerated as a result of the change 
in life and work routines over the past year. The fintech sector has been a 
beneficiary of this acceleration. Augmentum is unique as a fintech specialist 
with a closed end structure offering patient capital to companies as they 
scale-up. We are well positioned in the sector with strong access to dealflow 
and our near term pipeline continues to grow. We believe there are further 
opportunities for the Company to deliver attractive returns for its 
shareholders." 
 
Background to the Company 
 
Augmentum Fintech invests in fast growing fintech businesses that are 
disrupting the financial services sector. Augmentum Fintech is the UK's only 
publicly listed investment company focusing on the fintech sector in the UK and 
wider Europe, having launched on the main market for listed securities (the " 
Main Market") of London Stock Exchange plc (the "London Stock Exchange") in 
2018, giving businesses access to patient capital and support, unrestricted by 
conventional fund timelines and giving public markets investors access to a 
largely privately held investment sector during its main period of growth. 
 
The Company has today separately issued a trading update. 
 
Reasons for the Fundraise and use of proceeds 
 
The Board, as advised by its portfolio manager, Augmentum Fintech Management 
Limited (the "Portfolio Manager"), believes that there continue to be 
attractive opportunities for the Company to deliver returns for its 
shareholders through investment in a portfolio of fintech businesses in the UK 
and wider Europe and to generate capital growth over the long term for 
shareholders. 
 
The Company intends to use the net proceeds of the Fundraise to acquire 
investments in accordance with the Company's investment objective and 
investment policy, in particular including those investments that form part of 
the near-term qualified pipeline, which currently contains approximately GBP120 
million of investment opportunities across all target sectors and geographies, 
and continues to grow. 
 
Overview of the Fundraise 
 
Pursuant to the Placing and Retail Offer, the Company may issue up to 
23,371,380 New Ordinary Shares to raise up to approximately GBP28 million (gross) 
or approximately GBP27.5 million (net of expenses) at the Issue Price of 120 
pence per Ordinary Share. The Fundraise is not pre-emptive. 
 
The Placing will commence immediately following this announcement and will be 
closed at 5.00 p.m. on 29 October 2020 but may be closed earlier or later at 
the discretion of the Joint Bookrunners. A separate announcement will be made 
shortly regarding the Retail Offer and its terms. For the avoidance of doubt, 
the Retail Offer is not part of the Placing. 
 
The Placing Shares will, following their proposed admission to listing on the 
premium segment of the Official List of the Financial Conduct Authority (the " 
Official List") and to trading on the premium segment of the Main Market of the 
London Stock Exchange ("Admission"), rank pari passu in all respects with the 
existing Ordinary Shares and the Retail Shares. 
 
The Issue Price is calculated by reference to the net asset value per Ordinary 
Share as at 31 March 2020 (audited) of 116.1 pence plus a premium. 
 
The maximum number of Placing Shares that can be issued pursuant to the Placing 
is 23,371,380. This maximum number is governed by the maximum number of shares 
that can be issued by the Company pursuant to the authority to allot granted by 
the Company's shareholders at its general meeting held on 1 July 2019 to issue 
up to 150 million Ordinary Shares and/or C Shares in aggregate (such authority 
to expire on 31 December 2020 unless previously revoked or varied by the 
Company in general meeting) but limited by the maximum number of shares that 
the Company can issue without the need to publish a prospectus under applicable 
law and regulation. This number of Placing Shares represents approximately 20% 
of the Company's current total issued share capital (excluding shares held in 
treasury). The maximum number of Placing Shares issued pursuant to the Placing 
will be reduced by the number of new Retail Shares issued under the Retail 
Offer, which is limited to 6,000,000 Retail Shares and is subject to scaling 
back in certain circumstances. 
 
Each of Nplus1 and Peel Hunt has agreed to use its respective reasonable 
endeavours to procure subscribers (the "Placees") pursuant to the Placing for 
the Placing Shares at the Issue Price on the terms and subject to the 
conditions set out in the placing agreement which has been entered into 
between, inter alia, the Company and the Joint Bookrunners. The Placing is not 
being underwritten. In the event that commitments under the Placing exceed the 
maximum number of Placing Shares available, applications under the Placing will 
be scaled back at the absolute discretion of the Joint Bookrunners (but after 
consultation with the Company). The Placing is conditional upon, inter alia, 
Admission of the Placing Shares occurring not later than 8.00 a.m. on 3 
November 2020 (or such later date and time as may be agreed between the Company 
and the Joint Bookrunners, not being longer than 13 November 2020). 
 
The terms and conditions that apply to any subscription for Placing Shares 
procured pursuant to the Placing by Nplus1 and Peel Hunt are set out in the 
Appendix to this announcement. 
 
Expected Timetable 
 
                                                                       2020 
 
Placing opens                                                    26 October 
 
Latest time and date for commitments under the      5.00 p.m. on 29 October 
Placing 
 
Publication of results of the Placing                            30 October 
 
Admission and dealings in New Ordinary Shares       8.00 a.m. on 3 November 
commence 
 
CREST accounts credited with uncertificated Placing              3 November 
Shares 
 

Where applicable, definitive share certificates                  9 November 
despatched by post in the week commencing 
 
Any changes to the expected timetable set out above will be notified by the 
Company through a Regulatory Information Service. 
 
Applications will be made to the Financial Conduct Authority and the London 
Stock Exchange for all of the New Ordinary Shares to be admitted to listing on 
the premium listing segment of the Official List and to trading on the premium 
segment of the Main Market respectively. It is expected that Admission will 
become effective and dealings in the Placing Shares will commence at 8.00 a.m. 
on 3 November 2020. 
 
For further information, please contact: 
 
Augmentum 
Tim Levene, Portfolio Manager                   [phone] 
Nigel Szembel, Investor Relations               [phone] 
                                                [e-mail] 
 
Peel Hunt LLP (Joint Broker and Joint           [phone] 
Bookrunner) 
Liz Yong, Luke Simpson, Tom Pocock (Investment 
Banking) 
Alex Howe, Chris Bunstead, Ed Welsby, Richard 
Harris (Sales) 
Sohail Akbar (ECM) 
 
Nplus1 Singer Capital Markets Limited (Joint    [phone] 
Broker and Joint Bookrunner) 
Harry Gooden, Robert Peel, James Moat 
(Investment Banking) 
Sam Greatrex, Alan Geeves, James Waterlow, Paul 
Glover (Sales) 
 
Frostrow                                        [phone] 
Victoria Hale, Company Secretary                [e-mail] 
 
Notes to Editors 
 
Augmentum Fintech invests in fast growing fintech businesses that are 
disrupting the financial services sector. Augmentum Fintech is the UK's only 
publicly listed investment company focusing on the fintech sector in the UK and 
wider Europe, having launched on the Main Market of the London Stock Exchange 
in 2018, giving businesses access to patient capital and support, unrestricted 
by conventional fund timelines and giving public markets investors access to a 
largely privately held investment sector during its main period of growth. 
 
This Announcement (as defined below) should be read in its entirety. In 
particular, you should read and understand the information provided in the 
"Important Notices" section of this Announcement. 
 
                               IMPORTANT NOTICES 
 
THIS ANNOUNCEMENT (INCLUDING THE APPIX TO THIS ANNOUNCEMENT (THE 
"APPIX")) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 
"ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR 
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO 
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES 
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND 
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, 
CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH 
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS 
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING 
SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE 
RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH 
JURISDICTIONS. 
 
Terms used but not otherwise defined in this "Important Notices" section of 
this Announcement have the meaning attributed to them in the Announcement 
unless the context otherwise requires. 
 
This Announcement is not for public release, publication or distribution, in 
whole or in part, directly or indirectly, in or into the United States, 
Australia, Canada, the Republic of South Africa, Japan or any other 
jurisdiction in which such release, publication or distribution would be 
unlawful. 
 
The securities referred to herein have not been and will not be registered 
under the U.S. Securities Act of 1933, as amended (the "Securities Act") or 
with any securities regulatory authority of any state or other jurisdiction of 
the United States, and may not be offered, sold, resold, transferred or 
delivered, directly or indirectly in the United States or to or for the account 
or benefit of, US Persons (as defined in Regulation S under the Securities Act 
("Regulation S"), except pursuant to an applicable exemption from, or in a 
transaction not subject to, the registration requirements of the Securities Act 
and in compliance with any applicable securities laws of any state or other 
jurisdiction of the United States. No public offering of the Placing Shares is 
being made in the United States. 
 
The Company is not and does not intend to become an "investment company" within 
the meaning of the US Investment Company Act of 1940, as amended (the "US 
Investment Company Act"). Accordingly, the Company has not been, and will not 
be, registered under the US Investment Company Act and investors will not be 
entitled to the benefits of the US Investment Company Act. 
 
No action has been taken by the Company, Nplus1 Singer Capital Markets Limited 
("Nplus1") or Peel Hunt LLP ("Peel Hunt") or any of their respective 
affiliates, or any of its or their respective directors, officers, partners, 
employees, advisers or agents (collectively, "Representatives") that would 
permit an offer of the Ordinary Shares and/or the Placing Shares or possession 
or distribution of this Announcement or any other publicity material relating 
to such Ordinary Shares and/or Placing Shares in any jurisdiction where action 
for that purpose is required. Persons receiving this Announcement are required 
to inform themselves about and to observe any restrictions contained in this 
Announcement. Persons (including, without limitation, nominees and trustees) 
who have a contractual or other legal obligation to forward a copy of this 
Announcement should seek appropriate advice before taking any action. Persons 
distributing any part of this Announcement must satisfy themselves that it is 
lawful to do so. 
 
This Announcement is directed at and is only being distributed to: (a) persons 
in member states of the European Economic Area who are "qualified investors", 
as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/ 
1129) (the "Prospectus Regulation") and to whom the Placing Shares may lawfully 
be marketed under the Alternative Investment Fund Managers Directive (Directive 
2011/61/EU) or under the applicable implementing legislation (if any) of the 
relevant member state ("Qualified Investors"), (b) persons in the United 
Kingdom who (i) have professional experience in matters relating to investments 
who fall within the definition of "investment professionals" in Article 19(5) 
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 
2005, as amended (the "Order") or are high net worth companies, unincorporated 
associations or partnerships or trustees of high value trusts as described in 
Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) 
otherwise, persons to whom it may otherwise lawfully be communicated (each such 
person in (a), (b) and (c), a "Relevant Person"). No other person should act on 
or rely on this Announcement and persons distributing this Announcement must 
satisfy themselves that it is lawful to do so. By accepting the terms of this 
Announcement, you represent and agree that you are a Relevant Person. This 
Announcement must not be acted on or relied on by persons who are not Relevant 
Persons. Any investment or investment activity to which this Announcement or 
the Placing relates is available only to Relevant Persons and will be engaged 
in only with Relevant Persons. 
 
No offering document or prospectus will be made available in any jurisdiction 
in connection with the matters contained or referred to in this Announcement or 
the Placing and no such prospectus is required (in accordance with the 
Prospectus Regulation) to be published. 
 
Certain statements in this Announcement are forward-looking statements with 
respect to the Company's expectations, intentions and projections regarding its 
future performance, strategic initiatives, anticipated events or trends and 
other matters that are not historical facts and which are, by their nature, 
inherently predictive, speculative and involve risks and uncertainty because 
they relate to events and depend on circumstances that may or may not occur in 
the future. All statements that address expectations or projections about the 
future, including statements about operating performance, strategic 
initiatives, objectives, market position, industry trends, general economic 
conditions, expected expenditures, expected cost savings and financial results, 
are forward?looking statements. Any statements contained in this Announcement 
that are not statements of historical fact are, or may be deemed to be, 
forward?looking statements. These forward-looking statements, which may use 
words such as "aim", "anticipate", "believe", "could", "intend", "estimate", 
"expect", "may", "plan", "project" or words or terms of similar meaning or the 
negative thereof, are not guarantees of future performance and are subject to 
known and unknown risks and uncertainties. There are a number of factors 
including, but not limited to, commercial, operational, economic and financial 
factors, that could cause actual results, financial condition, performance or 
achievements to differ materially from those expressed or implied by these 
forward?looking statements. Many of these risks and uncertainties relate to 
factors that are beyond the Company's ability to control or estimate precisely, 
such as changes in taxation or fiscal policy, future market conditions, 
currency fluctuations, the behaviour of other market participants, the actions 
of governments or governmental regulators, or other risk factors, such as 
changes in the political, social and regulatory framework in which the Company 
operates or in economic or technological trends or conditions, including 
inflation, recession and consumer confidence, on a global, regional or national 

basis. Given those risks and uncertainties, readers are cautioned not to place 
undue reliance on forward-looking statements. Forward-looking statements speak 
only as of the date of this Announcement. Each of the Company, Nplus1 and Peel 
Hunt expressly disclaims any obligation or undertaking to update or revise 
publicly any forward-looking statements, whether as a result of new 
information, future events or otherwise unless required to do so by applicable 
law or regulation. 
 
Nplus1 and Peel Hunt, each of which is authorised and regulated in the United 
Kingdom by the Financial Conduct Authority, are acting exclusively for the 
Company and for no one else in connection with the Placing and will not regard 
any other person (whether or not a recipient of this Announcement) as a client 
in relation to the Placing or any other matter referred to in this Announcement 
and will not be responsible to anyone other than the Company for providing the 
protections afforded to their respective clients or for giving advice in 
relation to the Placing or any other matter referred to in this Announcement. 
 
This Announcement is being issued by and is the sole responsibility of the 
Company. No representation or warranty, express or implied, is or will be made 
as to, or in relation to, and no responsibility or liability is or will be 
accepted by or on behalf of Nplus1 or Peel Hunt (apart from the 
responsibilities or liabilities that may be imposed by the Financial Services 
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established 
thereunder) or by their respective affiliates or any of their respective 
Representatives as to, or in relation to, the accuracy, adequacy, fairness or 
completeness of this Announcement or any other written or oral information made 
available to or publicly available to any interested party or their respective 
advisers or any other statement made or purported to be made by or on behalf of 
Nplus1 or Peel Hunt or any of their respective affiliates or by any of their 
respective Representatives in connection with the Company, the Placing Shares, 
the Placing, the Fundraising or any other matter referred to in this 
Announcement and any responsibility and liability whether arising in tort, 
contract or otherwise therefor is expressly disclaimed. No representation or 
warranty, express or implied, is made by Nplus1 or Peel Hunt or any of their 
respective affiliates or any of their respective Representatives as to the 
accuracy, fairness, verification, completeness or sufficiency of the 
information or opinions contained in this Announcement or any other written or 
oral information made available to or publicly available to any interested 
party or their respective advisers, and any liability therefor is expressly 
disclaimed. 
 
This Announcement does not constitute a recommendation concerning any 
investor's options with respect to the Placing or any other matter referred to 
in this Announcement. Recipients of this Announcement should conduct their own 
investigation, evaluation and analysis of the business, data and other 
information described in this Announcement. This Announcement does not identify 
or suggest, or purport to identify or suggest, the risks (direct or indirect) 
that may be associated with an investment in the Placing Shares and/or the 
Ordinary Shares. The price and value of securities can go down as well as up 
and investors may not get back the full amount invested upon the disposal of 
the shares. Past performance is not a guide to future performance. The contents 
of this Announcement are not to be construed as legal, business, financial or 
tax advice. Each investor or prospective investor should consult his or her or 
its own legal adviser, business adviser, financial adviser or tax adviser for 
legal, business, financial or tax advice. 
 
Any indication in this Announcement of the price at which the Company's shares 
have been bought or sold in the past cannot be relied upon as a guide to future 
performance. Persons needing advice should consult an independent financial 
adviser. No statement in this Announcement is intended to be a profit forecast 
or profit estimate for any period and no statement in this Announcement should 
be interpreted to mean that earnings, earnings per share or income, cash flow 
from operations or free cash flow for the Company for the current or future 
financial periods would necessarily match or exceed the historical published 
earnings, earnings per share or income, cash flow from operations or free cash 
flow for the Company. 
 
All offers of the Placing Shares and/or any other shares to be offered under 
the Fundraising will be made pursuant to an exemption under the Prospectus 
Regulation from the requirement to produce a prospectus. This Announcement is 
being distributed and communicated to persons in the United Kingdom only in 
circumstances in which section 21(1) of FSMA does not apply. 
 
The Placing Shares to be issued pursuant to the Placing will not be admitted to 
trading on any stock exchange other than the main market for listed securities 
of the London Stock Exchange. 
 
The Appendix to this Announcement sets out the terms and conditions of the 
Placing. By participating in the Placing, each Placee will be deemed to have 
read and understood this Announcement (including the Appendix) in its entirety, 
to be participating in the Placing and making an offer to acquire and acquiring 
Placing Shares on the terms and subject to the conditions set out in the 
Appendix to this Announcement and to be providing the representations, 
warranties, undertakings and acknowledgements contained in the Appendix to this 
Announcement. 
 
Members of the public are not eligible to take part in the Placing and no 
public offering of Placing Shares is being or will be made. 
 
Neither the content of the Company's website (or any other website) nor the 
content of any website accessible from hyperlinks on the Company's website (or 
any other website) is incorporated into, or forms part of, this Announcement. 
 
This Announcement has been prepared for the purposes of complying with 
applicable law and regulation in the United Kingdom and the information 
disclosed may not be the same as that which would have been disclosed if this 
Announcement had been prepared in accordance with the laws and regulations of 
any jurisdiction outside the United Kingdom. 
 
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 MiFID II Product Governance 
Requirements) may otherwise have with respect thereto, the Placing Shares have 
been subject to a product approval process, which has determined that such 
Placing Shares are: (i) compatible with an end target market of retail 
investors and investors who meet the criteria of professional clients and 
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, Nplus1 and Peel Hunt will only 
procure investors through the Placing 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. Each distributor is responsible for undertaking its own target market 
assessment in respect of the Placing Shares and determining appropriate 
distribution channels. 
 
                 APPIX: TERMS AND CONDITIONS OF THE PLACING 
 
IMPORTANT INFORMATION FOR INVITED PLACEES (AS DEFINED BELOW) ONLY REGARDING THE 
                                    PLACING 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING (AS DEFINED 
BELOW). THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND 
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION 
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE 
EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING 
OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION")) ( 
"QUALIFIED INVESTORS"), (B) PERSONS IN THE UNITED KINGDOM WHO (I) HAVE 
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE 
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL 
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE 
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR 
PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) 

TO (D) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS, AND (C) OTHERWISE, 
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH SUCH 
PERSON IN (A), (B) and (C), A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR 
RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND PERSONS DISTRIBUTING 
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY 
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A 
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST 
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY 
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS 
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY 
TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS 
ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO 
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN 
THE COMPANY (AS DEFINED BELOW). 
 
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR 
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE 
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE 
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES" 
)), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER 
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE 
UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS 
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF 
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF 
SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE 
UNLAWFUL. 
 
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED 
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR 
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE 
UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR 
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT 
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, 
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE 
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED 
STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED 
STATES, THE UNITED KINGDOM OR ELSEWHERE. 
 
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, 
TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES. 
 
Terms used but not otherwise defined in this Appendix to the Announcement have 
the meaning attributed to them in the Announcement (including the "Important 
Notices" section of the Announcement) unless the context otherwise requires. 
 
Persons who are invited to and who choose to participate in the placing (the 
"Placing") of the Placing Shares by making an oral or written offer to acquire 
Placing Shares (including any individuals, funds or others on whose behalf a 
commitment to acquire Placing Shares is given) ("Placees") will be deemed to 
have read and understood this Announcement in its entirety and to be making 
such offer on the terms and conditions, and to be providing (and shall only be 
permitted to participate in the Placing on the basis that they have provided) 
the representations, warranties, indemnities, acknowledgements, undertakings 
and agreements, contained in this Appendix. In particular, each such Placee 
represents, warrants, acknowledges and agrees to each of Augmentum Fintech plc 
(the "Company"), Nplus1 Singer Capital Markets Limited ("Nplus1") and Peel Hunt 
LLP ("Peel Hunt") that: 
 
 1. it is a Relevant Person 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. if the Placee is a natural person, such Placee is not under the age of 
    majority (18 years of age in the United Kingdom) on the date of such 
    Placee's agreement to subscribe for Placing Shares under a Placing and will 
    not be any such person on the date any such agreement to subscribe under 
    the Placing is accepted; 
 3. it is acquiring the Placing Shares 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, acknowledgments, undertakings and 
    agreements contained in this Announcement; 
 4. it understands (or if acting for the account of another person, such person 
    has confirmed that such person understands) the resale and transfer 
    restrictions set out in this Announcement (including this Appendix)? 
 5. it understands that the Placing Shares 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 may 
    not be offered, sold or transferred, directly or indirectly, within the 
    United States or to, or for the account or benefit of, US Persons (as 
    defined in Regulation S of the Securities Act ("Regulation S")) except 
    pursuant to an exemption from 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? 
 6. it and the person(s), if any, for whose account or benefit it is acquiring 
    the Placing Shares are (a)(i) outside the United States and will be outside 
    the United States at the time the Placing Shares are acquired by it and 
    (ii) not a US Person and are acquiring the Placing Shares in an "offshore 
    transaction" within the meaning of Regulation S and are not acquiring the 
    Placing Shares for the account or benefit of a US Person; and 
 7. unless the Company expressly consents otherwise in writing, no portion of 
    the assets used to purchase, and no portion of the assets used to hold, the 
    Placing Shares or any beneficial interest therein constitutes or will 
    constitute the assets of: (a) an "employee benefit plan" as defined in 
    Section 3(3) of the United States Employee Retirement Income Security Act 
    of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (b) a 
    "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, 
    as amended (the "US Tax Code"), including an individual retirement account 
    or other arrangement that is subject to Section 4975 of the US Tax Code; or 
    (c) an entity which is deemed to hold the assets of any of the foregoing 
    types of plans, accounts or arrangements that is subject to Title I of 
    ERISA or Section 4975 of the US Tax Code. In addition, if a Placee is a 
    governmental, church, non-US or other employee benefit plan that is subject 
    to any federal, state, local or non-US law that is substantially similar to 
    the provisions of Title I of ERISA or Section 4975 of the US Tax Code, its 
    purchase, holding, and disposition of the Placing Shares must not 
    constitute or result in a non-exempt violation of any such substantially 
    similar law; 
 8. if any Placing Shares offered and sold pursuant to Regulation S are issued 
    in certificated form, then such certificates evidencing ownership will 
    contain a legend substantially to the following effect, unless otherwise 
    determined by the Company in accordance with applicable law: 
 
"AUGMENTUM FINTECH PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED 
UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMED. IN ADDITION, THE 
SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND 
WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED, OR WITH 
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE 
UNITED STATES."; 
 
 1. if in the future the Placee decides to offer, sell, transfer, assign or 
    otherwise dispose of its Placing Shares, it will do so only in compliance 
    with an exemption from the registration requirements of the Securities Act 
    and under circumstances which will not require the Company to register 
    under the US Investment Company Act of 1940 (as amended) (the "US 
    Investment Company Act"). It acknowledges that any sale, transfer, 
    assignment, pledge or other disposal made other than in compliance with 
    such laws and the above stated restrictions will be subject to the 
    compulsory transfer provisions as provided in the articles of association 
    of the Company; 
 2. it is purchasing the Placing Shares for its own account or for one or more 
    investment accounts for which it is acting as a fiduciary or agent, in each 
    case 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, the US Investment Company Act 
    or any other applicable securities laws; 
 3. it acknowledges that the Company reserves the right to make inquiries of 
    any holder of the Placing Shares or interests therein at any time as to 
    such person's status under US federal securities laws and to require any 
    such person that has not satisfied the Company that holding by such person 
    will not violate or require registration under US securities laws to 
    transfer such Placing Shares or interests in accordance with the articles 
    of association of the Company; 
 4. it acknowledges and understands that the Company is required to comply with 
    UK law and regulation implementing various intergovernmental agreements 
    relating to the automatic exchange of information for international tax 
    compliance ("Exchange of Information Requirements"). It agrees to furnish 
    any information and documents, which the Company may from time to time 

    request for the purpose of compliance with the Exchange of Information 
    Requirements and it further consents to allowing and authorising the 
    Company to disclose and supply any information, forms or documentation to 
    HM Revenue & Customs (who may, if required, in turn pass it on to the tax 
    authorities of any other relevant jurisdiction) and, to the extent relevant 
    it shall procure that the beneficial owner of the Placing Shares provides 
    such consent and authorisation to the Company in respect of any such 
    information forms or documents relating to it; and 
 5. the Company, Nplus1 and Peel Hunt will rely upon the truth and accuracy of 
    the foregoing representations, warranties, acknowledgements and agreements. 
 
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. 
 
No representation is made by the Company, Nplus1 or Peel Hunt to any Placees 
regarding an investment in the Placing Shares. 
 
Bookbuild 
 
Nplus1 and Peel Hunt (together, the "Joint Bookrunners") will today commence 
the bookbuilding process in respect of the Placing (the "Bookbuild") to 
determine demand for participation in the Placing by Placees. This Appendix 
gives details of the terms and conditions of, and the mechanics of 
participation in, the Placing. No commissions will be paid to Placees or by 
Placees in respect of any Placing Shares. Members of the public are not 
entitled to participate in the Placing. 
 
The Joint Bookrunners and the Company shall be entitled to effect the Placing 
by such alternative method to the Bookbuild as they may, in their absolute 
discretion, determine. 
 
Details of the Placing Agreement and of the Placing Shares 
 
The Company has today entered into an agreement (the "Placing Agreement") with 
Augmentum Fintech Management Limited (the "Portfolio Manager"), Frostrow 
Capital LLP (the "AIFM") and the Joint Bookrunners under which, subject to the 
conditions set out therein, each of the Joint Bookrunners has agreed, subject 
to the terms set out in such agreement, severally, and not jointly or jointly 
and severally, as agent for and on behalf of the Company, to use its reasonable 
endeavours to procure Placees for new ordinary shares of one penny each in the 
capital of the Company (the "Ordinary Shares") (the "Placing Shares") 
representing up to approximately 20% of the Company's existing issued share 
capital at a price of 120 pence per Placing Share (the "Issue Price"). 
 
The Placing Shares will, when issued, be credited as fully paid and will 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 
in respect of such Ordinary Shares after the date of issue of the Placing 
Shares. 
 
Applications for listing and admission to trading 
 
Applications will be made to the Financial Conduct Authority (the "FCA") for 
admission of the Placing Shares to listing on the premium listing segment of 
the Official List of the FCA (the "Official List") and to London Stock Exchange 
plc (the "London Stock Exchange") for admission of the Placing Shares to 
trading on the premium segment of the main market for listed securities of the 
London Stock Exchange (the "Main Market") (together, "Admission"). 
 
It is expected that Admission will become effective at or around 8.00 a.m. on 3 
November 2020 and that dealings in the Placing Shares will commence at that 
time. 
 
Participation in, and principal terms of, the Placing 
 
 1. The Joint Bookrunners are acting as joint bookrunners and agents of the 
    Company in connection with the Placing. 
 2. Participation in the Placing will only be available to persons who may 
    lawfully be, and are, invited to participate by the Joint Bookrunners. Each 
    of the Joint Bookrunners and their respective agents and affiliates are 
    each entitled to enter bids in the Bookbuild as principal. 
 3. The final number of Placing Shares will be determined by the Joint 
    Bookrunners (but after consultation with the Company) following completion 
    of the Bookbuild. The number of Placing Shares will be announced on a 
    FCA-listed regulatory information service (a "Regulatory Information 
    Service") following the completion of the Bookbuild. 
 4. To bid in the Bookbuild, prospective Placees should communicate their bid 
    by telephone or in writing to their usual sales contact at Peel Hunt or 
    Nplus1. Each bid should state the number of Placing Shares which the 
    prospective Placee wishes to subscribe for at the Issue Price. Bids may be 
    scaled down by the Joint Bookrunners on the basis referred to in paragraph 
    11 below. 
 5. A bid in the Bookbuild will be made on the terms and subject to the 
    conditions in this Appendix and will be legally binding on the Placee on 
    behalf of which it is made and, except with the Joint Bookrunners' consent, 
    will not be capable of variation or revocation after the time at which it 
    is submitted. Each Placee's obligations will be owed to the Company and the 
    Joint Bookrunners. Each Placee will also have an immediate, separate, 
    irrevocable and binding obligation, owed to each of the Joint Bookrunners 
    as agent of the Company, to pay in cleared funds immediately on the 
    settlement date, in accordance with the registration and settlement 
    requirements set out below, an amount equal to the product of the Issue 
    Price and the number of Placing Shares such Placee has agreed to subscribe 
    for and the Company has agreed to allot to them. 
 6. The Bookbuild is expected to close at 5pm on 29 October 2020, but may be 
    closed earlier or later at the absolute discretion of the Joint 
    Bookrunners. The Joint Bookrunners may, in agreement with the Company, 
    accept bids that are received after the Bookbuild has closed. 
 7. Each prospective Placee's allocation will be agreed between the Joint 
    Bookrunners in their absolute discretion (but after consultation with the 
    Company) and will be confirmed orally or in writing by either of the Joint 
    Bookrunners (each as agent of the Company) following the close of the 
    Bookbuild. This confirmation to such Placee will constitute an irrevocable 
    legally binding commitment upon that person (who will at that point become 
    a Placee) in favour of the Joint Bookrunners and the Company to subscribe 
    for the number of Placing Shares allocated to it at the Issue Price on the 
    terms and conditions set out in this Appendix and in accordance with the 
    Company's articles of association and each Placee will be deemed to have 
    read and understood this Announcement (including this Appendix) in its 
    entirety. 
 8. All obligations under the Bookbuild and Placing will be subject to 
    fulfilment or, where applicable, waiver 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 "Right to terminate under the Placing 
    Agreement". 
 9. By participating in the Bookbuild, each Placee will agree that its rights 
    and obligations in respect of the Placing will terminate only in the 
    circumstances described below and will not be capable of rescission or 
    termination by the Placee. 
10. Each prospective Placee's allocation and commitment will be evidenced by a 
    contract note or trade confirmation issued to such Placee by either of the 
    Joint Bookrunners. The terms of this Appendix will be deemed incorporated 
    by reference therein. 
11. Subject to paragraphs 5 and 6 above, the Joint Bookrunners may choose to 
    accept bids, either in whole or in part, on the basis of allocations 
    determined by the Joint Bookrunners, in their absolute discretion, but 
    after consultation with the Company and may scale down any bids for this 
    purpose on such basis as they may determine. The Joint Bookrunners may 
    also, notwithstanding paragraphs 5 and 6 above, (i) allocate Placing Shares 
    after the time of any initial allocation to any person submitting a bid 
    after that time; and (ii) allocate Placing Shares after the Bookbuild has 
    closed to any person submitting a bid after that time. The Company reserves 
    the right (upon agreement with the Joint Bookrunners) to reduce or seek to 
    increase the amount to be raised pursuant to the Placing. 
12. Except as required by law or regulation, no press release or other 
    announcement will be made by the Joint Bookrunners or the Company using the 
    name of any Placee (or its agent), in its capacity as Placee (or agent), 
    other than with such Placee's prior written consent. 
13. Irrespective of the time at which a Placee's allocation pursuant to the 
    Placing is confirmed, settlement for all Placing Shares to be subscribed 
    for pursuant to the Placing will be required to be made at the same time, 
    on the basis explained below under "Registration and settlement". 
14. To the fullest extent permissible by law, neither the Joint Bookrunners nor 
    the Company or any of their respective affiliates or any of their 
    respective agents, directors, officers, employees or advisers 
    (collectively, "Representatives") shall have any responsibility or 
    liability to Placees (or to any other person whether acting on behalf of a 
    Placee or otherwise). In particular, none of the Joint Bookrunners, the 
    Company, or any of their respective affiliates or any of their respective 
    Representatives shall have any responsibility or liability (including to 
    the fullest extent permissible by law, any fiduciary duties) in respect of 
    the conduct of the Bookbuild or of such alternative method of effecting the 

    Placing as the Joint Bookrunners and the Company may agree. 
 
Conditions of the Placing 
 
The Placing is conditional upon the Placing Agreement becoming unconditional 
and not having been terminated in accordance with its terms. The obligations of 
the Joint Bookrunners under the Placing Agreement in respect of the Placing 
Shares are conditional on, inter alia: 
 
 1. certain obligations in respect of announcements being met by the Company by 
    the times and dates specified in the Placing Agreement; 
 2. Admission occurring not later than 8.00 a.m. on 3 November 2020 (or such 
    later date and time as may be agreed between the Company and the Joint 
    Bookrunners, not being longer than 13 November 2020); 
 3. each of the Company, the AIFM and the Portfolio Manager complying with its 
    obligations under the Placing Agreement and under the terms and conditions 
    of the Placing, to the extent that the same fall to be performed prior to 
    Admission; 
 4. there not having occurred or arisen prior to Admission any material new 
    factor, mistake or inaccuracy relating to the information included in this 
    Announcement; 
 5. none of the warranties given by the Company, the AIFM and the Portfolio 
    Manager to the Joint Bookrunners in the Placing Agreement (the "Warranties 
    ") being untrue or inaccurate or misleading at the date of the Placing 
    Agreement or becoming untrue or inaccurate or misleading at any time from 
    the date of the Placing Agreement up to and including Admission by 
    reference to the facts and circumstances from time to time subsisting; 
 6. the Company allotting, subject only to Admission, the Placing Shares in 
    accordance with the terms of the Placing Agreement; and 
 7. no Material Adverse Change (as defined in the Placing Agreement) having 
    occurred prior to the date of Admission. 
 
The Joint Bookrunners have discretion to waive compliance with certain of the 
conditions and/or agree an extension in time for their satisfaction. Any such 
extension or waiver will not affect Placees' commitments as set out in this 
Announcement. 
 
If (a) any of the conditions contained in the Placing Agreement, including 
those described above, are not fulfilled (or, where permitted, waived or 
extended by the Joint Bookrunners) or become incapable of fulfilment on or 
before the date or time specified for the fulfilment thereof (or such later 
date and/or time as the Joint Bookrunners may agree); or (b) the Placing 
Agreement is terminated in the circumstances specified below, the Placing will 
not proceed and the Placees' rights and obligations hereunder in relation to 
the Placing Shares shall cease and terminate at such time and each Placee 
agrees that no claim can be made by the Placee in respect thereof. 
 
Neither the Joint Bookrunners nor any of their respective affiliates nor any of 
their respective Representatives shall have any responsibility or 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 in 
the absolute discretion of the Joint Bookrunners. 
 
Right to terminate under the Placing Agreement 
 
At any time before Admission, each of the Joint Bookrunners is entitled to 
terminate the Placing Agreement in the following circumstances, amongst others: 
(i) the Warranties not being true and accurate or having become misleading (or 
would not be true and accurate or would be misleading if they were repeated at 
any time before the date of Admission) by reference to the facts subsisting at 
the relevant time; (ii) there having been a breach by the Company, the AIFM or 
the Portfolio Manager of any of the terms of the Placing Agreement (other than 
the Warranties); (iii) in the opinion of such Joint Bookrunner following 
consultation with the Company and the Portfolio Manager, there has been a 
Material Adverse Change (as defined in the Placing Agreement); or (iv) the 
occurrence of a Force Majeure Event (as defined in the Placing Agreement) which 
would be likely in the good faith opinion of such Joint Bookrunner to prejudice 
the success of the Placing. 
 
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 the Joint 
Bookrunners of any right of termination or other discretion under the Placing 
Agreement shall be within the absolute discretion of the Joint Bookrunners, and 
that they do not need to make any reference to, consult with, or seek consent 
from, Placees and that the Joint Bookrunners shall have no liability to Placees 
whatsoever in connection with any such exercise or failure so to exercise. 
 
No prospectus 
 
No offering document or prospectus has been or will be prepared or submitted to 
be approved by the FCA or submitted to the London Stock Exchange or in any 
other jurisdiction in relation to the Placing and no such prospectus is 
required (in accordance with the Prospectus Regulation) to be published. 
Placees' commitments will be made solely on the basis of their own assessment 
of the Company, the Placing and the Placing Shares based on information 
contained in this Announcement (including this Appendix) released by the 
Company today and any information publicly announced to a Regulatory 
Information Service by or on behalf of the Company on or prior to the date of 
this Announcement, and subject to the further terms set forth in the contract 
note or trade confirmation to be provided to individual prospective Placees. 
Each Placee, by accepting a participation in the Placing, agrees that the 
content of this Announcement and all other publicly available information 
previously and simultaneously released by or on behalf of the Company is 
exclusively the responsibility of the Company and has not be independently 
verified by either of the Joint Bookrunners. Each Placee, by accepting a 
participation in the Placing, further confirms that it has neither received nor 
relied on any other information, representation, warranty or statement made by 
or on behalf of the Company, the Joint Bookrunners or any other person and 
neither the Joint Bookrunners nor the Company nor any of their respective 
affiliates nor any of their respective Representatives will be liable for any 
Placee's decision to participate in the Placing based on any other information, 
representation, warranty or statement which the Placee 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 or limit the liability of any person for fraud or fraudulent 
misrepresentation by that person. 
 
Registration and settlement 
 
Settlement of transactions in the Placing Shares (ISIN: GB00BG12XV81) following 
Admission will take place within the CREST system, subject to certain 
exceptions. The Joint Bookrunners and the Company reserve the right to require 
settlement for and delivery of the Placing Shares (or a portion thereof) to 
Placees in certificated form or by such other means that they deem necessary if 
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. 
 
Following the close of the Bookbuild, each Placee allocated Placing Shares in 
the Placing will be sent a contract note or trade confirmation stating the 
number of Placing Shares to be allocated to it at the Issue Price and 
settlement instructions. It is expected that any such contract note will be 
despatched on or around 30 October 2020 and that this will also be the trade 
date. 
 
Each Placee agrees that it will do all things necessary to ensure that delivery 
and payment is completed in accordance with the standing CREST or certificated 
settlement instructions that it has in place with the relevant Joint 
Bookrunner. 
 
The Company will deliver the Placing Shares to a CREST account operated by the 
relevant Joint Bookrunner as agent for the Company and the relevant Joint 
Bookrunner will enter its delivery instruction into the CREST system. The input 
to CREST by a Placee of a matching or acceptance instruction will then allow 
delivery of the relevant Placing Shares to that Placee against payment. 
 
It is expected that settlement will be on 3 November 2020 on a T+2 basis and on 
a delivery versus payment basis in accordance with the instructions given to 
the Joint Bookrunners. 
 
Interest is chargeable daily on payments not received from Placees on the due 
date in accordance with the arrangements set out above at the rate of two 
percentage points above LIBOR as determined by the Joint Bookrunners. 
 
Each Placee is deemed to agree that, if it does not comply with these 
obligations, the Joint Bookrunners 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 account and benefit of each of the Joint Bookrunners, 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 or other similar taxes (together with any interest or penalties 
thereon) imposed in any jurisdiction which may arise upon the sale of such 
Placing Shares on such Placee's behalf. By communicating a bid for Placing 

Shares, each Placee confers on each of the Joint Bookrunners all such 
authorities and powers necessary to carry out any such transaction and agrees 
to ratify and confirm all actions which the Joint Bookrunners lawfully takes on 
such Placee's behalf. 
 
If Placing Shares are to be delivered to a custodian or settlement agent, 
Placees should ensure that the contract note or trade confirmation is copied 
and delivered immediately to the relevant person within that organisation. 
 
Insofar as Placing Shares are registered in a Placee's name or that of its 
nominee or in the name of any person for whom a Placee is contracting as agent 
or that of a nominee for such person, such Placing Shares should, subject as 
provided below, be so registered free from any liability to UK stamp duty or 
stamp duty reserve tax. If there are any other circumstances in which any stamp 
duty or stamp duty reserve tax or other similar taxes (and/or any interest, 
fines or penalties relating thereto) is payable in respect of the allocation, 
allotment, issue or delivery of the Placing Shares (or for the avoidance of 
doubt if any stamp duty or stamp duty reserve tax is payable in connection with 
any subsequent transfer of or agreement to transfer Placing Shares), neither 
the Joint Bookrunners nor the Company shall be responsible for the payment 
thereof. 
 
Placees will not be entitled to receive any fee or commission in connection 
with the Placing. 
 
Representations and warranties 
 
By submitting a bid and/or participating in the Placing, each prospective 
Placee (and any person acting on such Placee's behalf) irrevocably 
acknowledges, confirms, undertakes, represents, warrants and agrees (as the 
case may be) with the Joint Bookrunners and the Company, in each case as a 
fundamental term of its application for Placing Shares, that: 
 
 1. it has read and understood this Announcement (including this Appendix) in 
    its entirety and that its participation in the Bookbuild and the Placing 
    and its acquisition of Placing Shares is subject to and based upon all the 
    terms, conditions, representations, warranties, indemnities, 
    acknowledgements, agreements and undertakings and other information 
    contained herein and it undertakes not to redistribute or duplicate this 
    Announcement and that it has not relied on, and will not rely on, any 
    information given or any representations, warranties or statements made at 
    any time by any person in connection with Admission, the Bookbuild, the 
    Placing, the Company, the Placing Shares or otherwise; 
 2. no offering document or prospectus has been or will be prepared in 
    connection with the Placing or is required under the Prospectus Regulation 
    and it has not received and will not receive a prospectus or other offering 
    document in connection with Admission, the Bookbuild, the Placing, the 
    Company or the Placing Shares; 
 3. the Placing does not constitute a recommendation or financial product 
    advice and the Joint Bookrunners have not had regard to its particular 
    objectives, financial situation and needs? 
 4. it has neither received nor relied on any "inside information" as defined 
    in the EU Market Abuse Regulation (EU) No. 596/2014 ("MAR") concerning the 
    Company or its shares or other securities or related financial instruments 
    in accepting its invitation to participate in the Placing; 
 5. it has the power and authority to carry on the activities in which it is 
    engaged, to subscribe and/or acquire Placing Shares and to execute and 
    deliver all documents necessary for such subscription and/or acquisition; 
 6. neither the Joint Bookrunners nor the Company nor any of their respective 
    affiliates, agents, directors, officers or employees or any person acting 
    on behalf of any of them has provided, and none of them will provide, it 
    with any material regarding the Placing Shares or the Company or any other 
    person other than this Announcement, nor has it requested any of the Joint 
    Bookrunners, the Company or any of their respective affiliates or any 
    person acting on behalf of any of them to provide it with any such 
    material; 
 7. (i) it has made its own assessment of the Company, the Placing Shares and 
    the terms of the Placing based on this Announcement and any information 
    publicly announced to a Regulatory Information Service by or on behalf of 
    the Company on or prior to the date of this Announcement (the "Publicly 
    Available Information"); (ii) the Ordinary Shares are admitted to listing 
    on the Official List and admitted to trading on the Main Market and the 
    Company is therefore required to publish certain business and financial 
    information in accordance with the rules of the FCA and the rules and 
    practices of the London Stock Exchange and relevant regulatory authorities 
    (the "Exchange Information"), which includes a description of the nature of 
    the Company's business, most recent balance sheet and profit and loss 
    account, and similar statements for preceding years, and it has reviewed 
    such Exchange Information as it has deemed necessary or that it is able to 
    obtain or access the Exchange Information without undue difficulty; and 
    (iii) it has had access to such financial and other information (including 
    the business, financial condition, prospects, creditworthiness, status and 
    affairs of the Company, the Placing and the Placing Shares, as well as the 
    opportunity to ask questions) concerning the Company, the Placing and the 
    Placing Shares as it has deemed necessary in connection with its own 
    investment decision to acquire any of the Placing Shares and has satisfied 
    itself that the information is still current and relied on that 
    investigation for the purposes of its decision to participate in the 
    Placing; 
 8. (i) neither the Company nor the Joint Bookrunners nor any of their 
    respective affiliates has made any warranties or representations to it, 
    express or implied, with respect to the Company, the Placing and the 
    Placing Shares or the accuracy, completeness or adequacy of the Publicly 
    Available Information or the Exchange Information, and each of them 
    expressly disclaims any liability in respect thereof; and (ii) it will not 
    hold the Joint Bookrunners or any of their respective affiliates 
    responsible for any misstatements in or omissions from any Publicly 
    Available Information or any Exchange Information. Nothing in this 
    paragraph or otherwise in this Announcement excludes the liability of any 
    person for fraudulent misrepresentation made by that person; 
 9. the content of this Announcement is exclusively the responsibility of the 
    Company and that neither the Joint Bookrunners nor any of their respective 
    affiliates nor any of their respective Representatives nor any person 
    acting on their behalf has or shall have any responsibility or liability 
    for any information, representation or statement contained in this 
    Announcement or any information previously or subsequently 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 any information previously 
    published by or on behalf of the Company 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 acquire the Placing Shares is contained in this Announcement and any 
    Publicly Available Information including (without limitation) the Exchange 
    Information, such information being all that it deems necessary and/or 
    appropriate to make an investment decision in respect of the Placing Shares 
    and that it has neither received nor relied on any other information given, 
    investigation made or representations, warranties or statements made by 
    either of the Joint Bookrunners or the Company or any of their respective 
    affiliates or any of their respective Representatives or any person acting 
    on their behalf and neither the Joint Bookrunners nor the Company nor any 
    of their respective affiliates nor any of their respective Representatives 
    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; 
10. in making any decision to take up Placing Shares, it has such knowledge and 
    experience in financial, business and international investment matters as 
    is required to evaluate the merits and risks of taking up the Placing 
    Shares. It further confirms that it is experienced in investing in 
    securities of a similar nature to the Ordinary Shares and in the sector in 
    which the Company operates and is aware that it may be required to bear, 
    and is able to bear, the economic risk of participating in, 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, and not upon any view expressed or 
    information provided by or on behalf of the Joint Bookrunners; 
11. (i) it and each account it represents is not and, at the time the Placing 
    Shares are acquired, will not be, a resident of Australia, Canada, the 
    Republic of South Africa, Japan or any other jurisdiction in which it is 
    unlawful to make or accept an offer to acquire the Placing Shares, and it 
    and each account it represents is either (a) outside the United States and 
    will be outside the United States at the time the Placing Shares are 
    acquired by it and (b) acquiring the Placing Shares in an "offshore 

    transaction" within the meaning of Regulation S; (ii) it is not acquiring 
    any of the Placing Shares as a result of any form of "directed selling 
    efforts" within the meaning of Regulation S or as a result of any form of 
    "general solicitation" or "general advertising" within the meaning of Rule 
    502(c) under the Securities Act; 
12. it understands, and each account it represents has been advised, that the 
    Placing Shares have not been and will not be registered or qualified for 
    distribution by way of a prospectus under the securities legislation of the 
    United States, Australia, Canada, the Republic of South Africa, Japan and, 
    subject to certain exceptions, may not be offered, sold, taken up, 
    renounced, distributed or delivered or transferred, directly or indirectly, 
    within or into those jurisdictions; 
13. it understands, and each account it represents has been advised that, (i) 
    the Placing Shares have not been and will not be registered under the 
    Securities Act or with any regulatory authority of any other state or other 
    jurisdiction of the United States; (ii) the Placing Shares are being 
    offered and sold only in "offshore transactions" within the meaning of and 
    pursuant to Regulation S under the Securities Act; and (iii) the Placing 
    Shares may only be reoffered or resold in transactions exempt from, or not 
    subject to, the registration requirements of the Securities Act and no 
    representation has been made as to the availability of any exemption under 
    the Securities Act or any relevant state or other jurisdiction's securities 
    laws for the reoffer, resale, pledge or transfer of the Placing Shares; 
14. it will not distribute, forward, transfer or otherwise transmit this 
    Announcement or any other materials concerning the Placing (including any 
    electronic copies thereof), directly or indirectly, whether in whole or in 
    part, in or into the United States, Australia, Canada the Republic of South 
    Africa or Japan; 
15. if it is a pension fund or investment company, its acquisition of Placing 
    Shares is in full compliance with applicable laws and regulations; 
16. neither it, nor the person specified by it for registration as holder of 
    Placing Shares is, or is acting as nominee or agent for, and the Placing 
    Shares 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); 
17. it has complied with its obligations under the Criminal Justice Act 1993, 
    MAR and any delegating acts, implementing acts, technical standards and 
    guidelines thereunder, and in connection with money laundering and 
    terrorist financing, under the Proceeds of Crime Act 2002 (as amended), 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 (as amended) (the "Regulations") and the Money 
    Laundering Sourcebook of the FCA 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; 
18. if it is a financial intermediary, as that term is used in Article 5(1) of 
    the Prospectus Regulation: (a) any Placing Shares acquired by it in the 
    Placing will not be acquired on a non-discretionary basis on behalf of, nor 
    will they be acquired with a view to their offer or resale to, persons in 
    any member state of the EEA other than Qualified Investors or persons in 
    the United Kingdom other than Relevant Persons, or in circumstances in 
    which the prior consent of the Joint Bookrunners has been given to each 
    such proposed offer or resale; or (b) where Placing Shares will be acquired 
    by it on behalf of persons in any member state of the EEA other than 
    Qualified Investors or persons in the United Kingdom other than Relevant 
    Persons, the offer of those Placing Shares will not be treated under the 
    Prospectus Regulation as having been made to such persons; 
19. if it is in a member state of the EEA, it is a Qualified Investor; 
20. if it is in the United Kingdom, it and any person acting on its behalf is 
    (a) a Qualified Investor and (b) falls within Article 19(5) and/or Article 
    49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, 
    manage and (if applicable) dispose of any Placing Shares that are allocated 
    to it for the purposes of its business only; 
21. it has not offered or sold and will not offer or sell any Placing Shares to 
    the public in any member state of the EEA or the United Kingdom except in 
    circumstances falling within Article 1(4) of the Prospectus Regulation 
    which do not result in any requirement for the publication of a prospectus 
    pursuant to Article 1 of the Prospectus Regulation; 
22. it has only communicated or caused to be communicated and will only 
    communicate or cause to be communicated any invitation or inducement to 
    engage in investment activity (within the meaning of section 21 of the 
    Financial Services and Markets Act 2000, as amended ("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; 
23. it has complied and will comply with all applicable laws (including all 
    relevant provisions of FSMA) with respect to anything done by it in 
    relation to the Placing Shares in, from or otherwise involving, the United 
    Kingdom; 
24. that no action has been or will be taken by either the Company or the Joint 
    Bookrunners or any person acting on behalf of the Company or the Joint 
    Bookrunners 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; 
25. it is acting as principal only in respect of the Placing or, if it is 
    acting for any other person: (i) it is duly authorised to do so and has 
    full power to make the acknowledgments, undertakings, representations and 
    agreements and give the indemnities herein on behalf of each such person? 
    and (ii) it is and will remain liable to the Company and/or the Joint 
    Bookrunners for the performance of all its obligations as a Placee in 
    respect of the Placing (regardless of the fact that it is acting for 
    another person). Each Placee agrees that the provisions of this paragraph 
    shall survive the resale of the Placing Shares by or on behalf of any 
    person for whom it is acting? 
26. it and any person acting on its behalf is entitled to acquire the Placing 
    Shares under the laws of all relevant jurisdictions which apply to it and 
    it has fully observed such laws and obtained all such governmental and 
    other guarantees, permits, authorisations, approvals and consents which may 
    be required thereunder and complied with all necessary formalities and that 
    it has not taken any action or omitted to take any action which will or may 
    result in the Joint Bookrunners, the Company or any of their respective 
    affiliates or any of their respective Representatives acting in breach of 
    the legal or regulatory requirements of any jurisdiction in connection with 
    the Placing? 
27. it (and any person acting on its behalf) has the funds available to pay 
    for, and has all necessary capacity and has obtained all necessary consents 
    and authorities to enable it to commit to its 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; 
28. it (and any person acting on its behalf) will make payment for the Placing 
    Shares allocated to it in accordance with the terms and conditions of this 
    Announcement (including this Appendix) on the due time and date set out 
    herein, failing which the relevant Placing Shares may be placed with other 
    persons or sold as the Joint Bookrunners may in their absolute discretion 
    determine and without liability to such Placee, and it will remain liable 
    for any amount by which the net proceeds of such sale falls short of the 
    product of the Issue Price and the number of Placing Shares allocated to it 
    and may be required to bear any stamp duty or stamp duty reserve tax or 
    other similar taxes (together with any interest or penalties due pursuant 
    to the terms set out or referred to in this Announcement) which may arise 
    upon the sale of such Placee's Placing Shares on its behalf; 
29. its allocation (if any) of Placing Shares will represent a maximum number 
    of Placing Shares which it will be entitled, and required, to acquire, and 
    that the Joint Bookrunners or the Company may call upon it to acquire a 
    lower number of Placing Shares (if any), but in no event in aggregate more 
    than the aforementioned maximum; 
30. neither the Joint Bookrunners nor any of their respective affiliates nor 
    any of their respective Representatives nor any person acting on behalf of 
    any of them, are making any recommendations to it or advising it regarding 
    the suitability of any transactions it may enter into in connection with 
    the Placing and participation in the Placing is on the basis that it is not 
    and will not be a client of the Joint Bookrunners and the Joint Bookrunners 
    have no duties or responsibilities to it for providing the protections 
    afforded to their respective clients or customers or for giving 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 their rights and obligations thereunder 
    including any rights to waive or vary any conditions or exercise any 
    termination right; 
31. the person whom it specifies for registration as holder of the Placing 
    Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither 
    the Joint Bookrunners nor the Company will be responsible for any liability 
    to stamp duty or stamp duty reserve tax or other similar taxes resulting 
    from a failure to observe this requirement. Each Placee and any person 
    acting on behalf of such Placee agrees to indemnify on an after-tax basis 
    and hold harmless the Company, each of the Joint Bookrunners and their 
    respective affiliates and each of their respective Representatives in 
    respect of the same on an after-tax basis on the basis that the Placing 
    Shares will be allotted to the CREST stock account of the Joint Bookrunners 
    (or any one of them) who will hold them as nominee on behalf of such Placee 
    until settlement in accordance with its standing settlement instructions; 
32. it will indemnify, on an after-tax basis, and hold harmless the Company, 
    the Joint Bookrunners and their respective affiliates and their respective 
    Representatives from any and all costs, claims, liabilities and expenses 
    (including legal fees and expenses) arising, directly or indirectly, out of 
    or in connection with any breach by it of the representations, warranties, 
    acknowledgements, agreements and undertakings in this Appendix and further 
    agrees that the provisions of this Appendix shall survive after completion 
    of the Placing; 
33. in connection with the Placing, the Joint Bookrunners and any of their 
    respective affiliates acting as an investor for their own account may 
    acquire Placing Shares and in that capacity may acquire, retain, purchase 
    or sell for their own account such Ordinary Shares in the Company and any 
    securities of the Company or related investments and may offer or sell such 
    securities or other investments otherwise than in connection with the 
    Placing. Accordingly, references in this Announcement to shares being 
    issued, offered or placed should be read as including any issue, offering 
    or placement of such shares to the Joint Bookrunners and their respective 
    affiliates in such capacity. In addition, the Joint Bookrunners may enter 
    into financing arrangements and swaps with investors in connection with 
    which the Joint Bookrunners may from time to time acquire, hold or dispose 
    of such securities of the Company, including the Placing Shares. The Joint 
    Bookrunners do not intend to disclose the extent of any such investment or 
    transactions otherwise than in accordance with any legal or regulatory 
    obligation to do so; 
34. its commitment to acquire Placing Shares on the terms set out in this 
    Announcement (including this Appendix) and in the contract note or trade 
    confirmation will continue notwithstanding any amendment that may in the 
    future be made to the terms and conditions 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 or the Joint Bookrunners' conduct of 
    the Placing; 
35. neither the Company nor the Joint Bookrunners owe any fiduciary or other 
    duties to any Placee in respect of any acknowledgements, confirmations, 
    representations, warranties, undertakings or indemnities in the Placing 
    Agreement; 
36. time shall be of the essence as regards its obligations to settle payment 
    for the Placing Shares and to comply with its other obligations under a 
    Placing; 
37. these terms and conditions and any agreements entered into by it pursuant 
    to these terms and conditions (including 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 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 agreements and such 
    non-contractual obligations, except that enforcement proceedings in respect 
    of the obligation to make payment for the Placing Shares (together with any 
    interest chargeable thereon) may be taken by the Joint Bookrunners 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; and 
38. the Company, the Joint Bookrunners and their respective affiliates and 
    their respective Representatives and others will rely upon the truth and 
    accuracy of the acknowledgements, representations, warranties, indemnities, 
    undertakings and agreements set forth herein and which are given to the 
    Joint Bookrunners on their own behalf and on behalf of the Company and are 
    irrevocable and it irrevocably authorises the Company and the Joint 
    Bookrunners 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. It agrees that if any of the acknowledgements, 
    representations, warranties, undertakings and agreements made in connection 
    with its subscribing and/or acquiring of Placing Shares is no longer 
    accurate, it shall promptly notify the Company and the Joint Bookrunners. 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for 
whom Placees are contracting as agent) free of stamp duty and stamp duty 
reserve tax relates only to their allotment and issue to Placees, or such 
persons as they nominate as their agents, direct from the Company for the 
Placing Shares in question. Such agreement is subject to the representations, 
warranties and further terms above and assumes, and is based on the warranty 
and representation from each Placee, that the Placing Shares are not being 
acquired in connection with arrangements to issue depositary receipts or to 
issue or transfer the Placing Shares into a clearance service. If there are any 
such arrangements, or the settlement relates to any other dealing in the 
Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may 
be payable, for which neither the Company nor the Joint Bookrunners will be 
responsible and each Placee shall indemnify on an after-tax basis and hold 
harmless the Company, the Joint Bookrunners and their respective affiliates and 
their respective Representatives for any stamp duty or stamp duty reserve tax 
or other similar tax paid by them in respect of any such arrangements or 
dealings. If this is the case, each Placee should seek its own advice and 
notify the Joint Bookrunners accordingly. 
 
Neither the Company nor either of the Joint Bookrunners is liable to bear any 
capital duty, stamp duty and all other stamp, issue, securities, transfer, 
registration, documentary or other duties or taxes (including any interest, 
fines or penalties relating thereto) payable in or outside the United Kingdom 
by any Placee or any other person on a Placee's acquisition of any Placing 
Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee 
agrees to indemnify on an after-tax basis and hold harmless the Company, the 
Joint Bookrunners and their respective affiliates and their respective 
Representatives from any and all interest, fines or penalties in relation to 
any such duties or taxes to the extent that such interest, fines or penalties 
arise from the unreasonable default or delay of that Placee or its agent. 
 
Each Placee should seek its own advice as to whether any of the above tax 
liabilities arise and notify the Joint Bookrunners accordingly. 
 
Each Placee, and any person acting on behalf of each Placee, acknowledges and 
agrees that the Joint Bookrunners and/or any of their respective affiliates 
may, at their absolute discretion, agree to become a Placee in respect of some 
or all of the Placing Shares. Each Placee acknowledges and is aware that the 
Joint Bookrunners are receiving a fee in connection with their role in respect 
of the Placing as detailed in the Placing Agreement. When a Placee or person 
acting on behalf of the Placee is dealing with either of the Joint Bookrunners 
any money held in an account with the relevant Joint Bookrunner on behalf of 
the Placee and/or any person acting on behalf of the Placee will not be treated 
as client money within the meaning of the rules and regulations of the FCA made 
under FSMA. The Placee acknowledges that the money will not be subject to the 
protections conferred by the client money rules; as a consequence, this money 
will not be segregated from the relevant Joint Bookrunner's money in accordance 
with the client money rules and will be used by the relevant Joint Bookrunner 
in the course of its own business; and the Placee will rank only as a general 
creditor of the relevant Joint Bookrunner. 
 
The rights and remedies of the Joint Bookrunners and the Company under these 
terms and conditions are in addition to any rights and remedies which would 
otherwise be available to each of them and the exercise or partial exercise of 
one will not prevent the exercise of others. 
 
All times and dates in this Announcement may be subject to amendment by the 
Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall 
notify the Placees and any persons acting on behalf of the Placees of any 
changes. 
 
In the case of a joint agreement to subscribe for Placing Shares under a 
Placing, references to a "Placee" in these terms and conditions are to each of 
the Placees who are a party to that joint agreement and their liability is 
joint and several. 
 

In this Announcement, "after­-tax basis" means in relation to any payment made 
to the Company, the Joint Bookrunners or their respective affiliates, agents, 
directors, officers and employees pursuant to this Announcement where the 
payment (or any part thereof) is chargeable to any tax, a basis such that the 
amount so payable shall be increased so as to ensure that after taking into 
account any tax chargeable (or which would be chargeable but for the 
availability of any relief unrelated to the loss, damage, cost, charge, expense 
or liability against which the indemnity is given on such amount (including on 
the increased amount)) there shall remain a sum equal to the amount that would 
otherwise have been so payable. 
 
 
 
END 
 

(END) Dow Jones Newswires

October 26, 2020 03:00 ET (07:00 GMT)