Joules Group plc Placing of Ordinary Shares (6418I)

TIDMJOUL

RNS Number : 6418I

Joules Group plc

02 April 2020

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

Joules Group plc

("Joules", the "Company")

Placing of Ordinary Shares

Further to Joules' COVID-19 update on 19 March 2020, the Company today announces it is undertaking a placing (the "Placing"), intending to raise gross proceeds of GBP15m through the issuance of new ordinary shares of 1 pence each ("Ordinary Shares") (the "Placing Shares") to certain existing shareholders and institutional and other investors, including Directors of the Company.

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this Announcement.

Details of the Placing

Peel Hunt LLP ("Peel Hunt") and Liberum Capital Limited ("Liberum") are acting as joint bookrunners in relation to the Placing. Peel Hunt, Liberum and the Company have entered into a placing agreement dated 2 April 2020 in connection with the Placing.

Placing Highlights

-- GBP15m gross proceeds would provide the Company sufficient liquidity headroom in a COVID-19-related downside scenario, as well as allow the Company to emerge relatively stronger from this unprecedented situation .

-- Agreement in principle from Barclays Bank plc to provide an additional GBP15m headroom on the Company's existing revolving credit facility ("RCF") for 12 months, conditional on the Company raising a minimum of GBP15m via the Placing, and subject to documentation.

-- Placing will be conducted through an accelerated bookbuild process that will open with immediate effect following this Announcement.

-- All of the Directors of the Company intend to participate in the Placing for an aggregate GBP1.2m.

-- The final number of Placing Shares, and the price at which such shares will be subscribed for (the "Placing Price"), will be agreed by Peel Hunt, Liberum and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.

-- The timing for the close of the Bookbuild, the allocation of the Placing Shares and the Placing Price shall be determined together by Peel Hunt, Liberum and the Company. The Placing is not underwritten.

-- The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

Reasons for Placing

Joules has a strong brand as well as a strong long-term balance sheet. As announced on 19 March 2020, in the weeks following the announcement of the Group's Interim results on 21 January 2020, the Group's key retail channels performed in line with expectations. In addition, the brand demonstrated its strength, with consumer awareness at its highest ever level of 46.4%, up 4.6ppt on the prior year, and the Joules brand's health score also reaching record levels (both metrics as measured by YouGov's monthly survey). However, like many other UK retailers, the impact of COVID-19 has had a material impact on the business, including the Company having to close its entire store portfolio, in accordance with the UK Government's guidance. The Group's e-commerce channel has also been impacted, as consumers have shown increasing caution with their disposable income, although since the store closures online trading has been ahead of the Group's revised expectations. The Board expects COVID-19 to continue to have a material impact on the retail industry and its business over the coming months.

The Company has taken several mitigating actions already in order to conserve cash given the expected significant reduction in sales. These actions involve the cooperation of many of the Company's key stakeholders including stock suppliers, non-stock suppliers, landlords and employees and the Company continues to progress these discussions. All Board members have taken temporary salary reductions along with certain senior management, with some being compensated via the grant of share options. The Company has also participated in several of the UK Government's support initiatives announced to date, including rates relief for its store portfolio, the Job Retention Scheme for furloughed workers, and the deferral of some payments due to HMRC. These actions will result in permanent cash savings for the business of c.GBP53m, as well as the deferral of c.GBP21m of payments due over the next six months.

In addition to these mitigating actions, the Company has fully drawn down its existing debt facilities to maximise liquidity and has received an agreement in principle from its lender, Barclays Bank plc, for GBP15m additional headroom on the Company's RCF for a period of 12 months, conditional on the Company raising GBP15m gross proceeds via the Placing, and subject to documentation.

Assuming gross proceeds of GBP15m from the Placing, the Company believes it would have sufficient working capital on a COVID-19-related downside scenario and be able to emerge relatively stronger from this unprecedented situation. The Company's downside scenario assumes stores are closed for three months, and, whilst the Company is continuing to operate its e-commerce channel and UK distribution centre, in strict accordance with UK Government's guidelines, it has also reflected the impact of an eight week closure of the facility over April and May, resulting in almost nil sales across the Company over those two months. It then assumes a gradual recovery from the middle of June. If required, the Company has also identified a further c.GBP6.5m of additional cash levers which are not currently assumed to be required in its downside scenario but could be utilised if absolutely necessary.

Certain Directors of the Company have consulted with the Company's major institutional shareholders ahead of the release of this Announcement. The Placing structure has been chosen as it minimises cost, time to completion and use of management time at an important and unprecedented time for the retail industry and Joules.

Expected Timetable for the Placing

 
 Announcement of results of Placing           prior to 8.00 a.m. on 
                                               3 April 2020 
 Admission and commencement of dealing in     8 a.m. on or around 7 
  the Placing Shares                           April 2020 
 CREST accounts to be credited with Placing   8 a.m. on or around 7 
  Shares                                       April 2020 
 

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

Enquiries:

 
 Joules Group plc                            via Hudson Sandler 
  Nick Jones, Chief Executive Officer 
  Marc Dench, Chief Financial Officer 
 Peel Hunt LLP (NOMAD and joint              Tel: +44 (0) 20 
  broker)                                     7418 8900 
  George Sellar / Andrew Clark (Corporate) 
  Al Rae / Sohail Akbar (ECM) 
 Liberum Capital Limited (Joint              Tel: +44 (0) 20 
  broker)                                     3100 2000 
  John Fishley / Edward Thomas / 
  Louis Davies 
 Hudson Sandler ( Financial PR)              Tel: +44 (0) 20 
  Alex Brennan                                7796 4133 
  Lucy Wollam 
 

This announcement is released by Joules Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Marc Dench, Chief Financial Officer.

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

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

About Joules Group plc

Established in Britain by Tom Joule three decades ago, Joules is a premium lifestyle brand with an authentic heritage.

The Joules story began in 1989, when Tom Joule started selling clothing on a stand at a country show in Leicestershire. Today, it is a true multi-channel lifestyle brand; its products are available through its e-commerce websites, retail stores, at rural shows and events and wholesale channels both in the UK and internationally.

Joules carefully designs and sells clothing, footwear and accessories for women, men and children. The business also sells ever-growing collections of homeware, eyewear and lifestyle product ranges through both its licensing partnerships and Friends of Joules, the brands online marketplace for a contemporary country lifestyle.

The brand's values of quality, Britishness, family and humour, coupled with its unique use of colour and print set Joules apart. This approach, along with an unwavering attention to detail and drive to surprise and delight its customers with unexpected details, has been central to the brand's success and remains at the heart of everything Joules creates.

Details of the Placing

The Placing will be conducted by Peel Hunt and Liberum in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine demand for and participation in the Placing. The Bookbuild will commence with immediate effect following this Announcement and is expected to close later today.

The timing of the close of the Bookbuild is at the absolute discretion of Peel Hunt and Liberum in consultation with the Company and Peel Hunt and Liberum reserve the right to close the Bookbuild process earlier or later without further notice. The allocations will be determined by Peel Hunt and Liberum in their absolute discretion following consultation with the Company and will be confirmed orally by Peel Hunt and Liberum following the close of the bookbuilding process. A further announcement will then be made as soon as practicable following the completion of the Bookbuild.

The Placing is not being underwritten.

The Placing is conditional, inter alia, upon:

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

   --                the delivery to the Company of certain customary documentation; 

-- the term sheet in the form appended to the Placing Agreement having been executed by the Company and the Joint Bookrunners by no later than 7.00 p.m. (London Time) on today's date, being 2 April 2020;

-- the publication by the Company of the announcement of the Placing Price through a Regulatory Information Service without delay following the execution of the term sheet and in any event by 8.00 a.m. on 3 April 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

-- Admission taking place by not later than 8.00 am on 7 April 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

If any of the conditions are not satisfied or waived, the Placing Shares will not be issued and all monies received from participants in the Placing ("Placees") will be returned to them (at the Placees' risk and without interest) as soon as possible.

The Placing Agreement contains customary warranties given by the Company to Peel Hunt and Liberum as to matters relating to the Company and its business and a customary indemnity from the Company to Peel Hunt and Liberum in respect of liabilities arising out of or in connection with the Placing. The Placing Agreement also contains customary rights of termination which could enable Peel Hunt and Liberum to terminate the Placing prior to Admission in certain limited circumstances. Further information on the Placing Agreement is set out in the Appendix to this Announcement.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

Application has been made for the Placing Shares to be admitted to trading on AIM (the "Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares will commence on or around 7 April 2020 (but may be extended by agreement between the Company and Peel Hunt and Liberum).

The terms and conditions of the Placing are set out in the Appendix to this Announcement.

IMPORTANT NOTICE

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. 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"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

No action has been taken by the Company, Peel Hunt, Liberum or any of their respective directors, officers, partners, agents, employees, affiliates, advisors, consultants, persons connected with them as defined in FSMA (as defined below) (together, "Affiliates") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

This Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), (B) if in the United Kingdom, qualified investors who 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 fall within the definition of "high net worth companies, unincorporated associations etc." in Article 49(2)(a) to (d) of the Order or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

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

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

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

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. None of the information in this Announcement has been independently verified or approved by Peel Hunt, Liberum or any of their respective Affiliates.

Certain statements in this Announcement are forward-looking statements, which include all statements other than statements of historical fact and which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the London Stock Exchange or applicable law, the Company, Peel Hunt, Liberum and their respective Affiliates undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Peel Hunt and Liberum, each of which is authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Peel Hunt, Liberum or by their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. 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 shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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

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 in its entirety and to be making such offer to acquire Placing Shares on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

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

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

APPIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF PLACING SHARES IS BEING OR WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY PEEL HUNT AND LIBERUM WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" FALLING WITHIN THE MEANING OF ARTICLE (2)(E) OF THE PROSPECTUS REGULATION; (B) IF IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Peel Hunt, Liberum or their respective Affiliates as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it or any part of it in or into the United States.

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer or invitation to buy or subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. No copy or part of this Announcement or the information contained in it may be published or distributed, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

No action has been taken by the Company, Peel Hunt, Liberum or any of their respective Affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and Liberum to inform themselves about, and observe, any such restrictions.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Peel Hunt and Liberum, each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), are acting exclusively for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

By participating in the Placing, each Placee is deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

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

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with Peel Hunt and Liberum (together, the "Joint Bookrunners"). Pursuant to the Placing Agreement, 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 the Placing Shares. The Joint Bookrunners will today commence 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 for participation in, the Placing. The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company (the "Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.

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

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Peel Hunt will subscribe for ordinary shares and redeemable preference shares in Project Garden Funding Limited, a wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in Project Garden Funding Limited that will be issued to Peel Hunt.

Application for Admission

Application will be made to London Stock Exchange plc for admission of the Placing Shares to trading on AIM ("Admission"). Admission is expected to become effective on or around 7 April 2020 (or such later time/date as the Joint Bookrunners may agree with the Company) and dealings in the Placing Shares will commence on the same day.

Principal terms of the Placing

1 The Joint Bookrunners are acting as joint bookrunners, brokers and agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2 Participation in the Bookbuild will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. Each of the Joint Bookrunners and any of their respective Affiliates are entitled to enter bids in the Bookbuild as principal.

3 The price per Placing Share (the "Placing Price") will be determined at the close of the Bookbuild and will be payable to the Joint Bookrunners (as agents for the Company) by all Placees. No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

4 The completion of the Bookbuild will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company and the results of the Placing shall then be announced on a Regulatory Information Service as soon as is practicable following completion of the Bookbuild.

5 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 Liberum, as the case may be. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for.

6 The Bookbuild is expected to close later today but may be closed earlier or later at the absolute discretion of the Joint Bookrunners in consultation with the Company. The Joint Bookrunners may, in agreement with the Company, accept bids either in whole or in part that are received after the Bookbuild has closed and allocate Placing Shares after the time of any initial allocation to any person submitting a bid after time.

7 Each prospective Placee's allocation will be determined by the Joint Bookrunners in their absolute discretion following consultation with the Company and will be confirmed orally or in writing by the Joint Bookrunners to such Placees, and a trade confirmation will be dispatched as soon as practicable thereafter and the terms and conditions of this Appendix will be deemed incorporated into the trade confirmation.

8 The Joint Bookrunners' oral and/or written confirmation to any person of an allocation of Placing Shares will give rise to an immediate, separate, irrevocable and legally binding commitment by that person, in favour of the Joint Bookrunners and the Company, under which it agrees and is obligated to (i) acquire the number of Placing Shares allocated to it and (ii) pay the Joint Bookrunners (or as they may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to it and that the Company has agreed to allot and issue to that Placee, on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the Joint Bookrunners' consent, such commitment will not be capable of variation or revocation after the time at which it is submitted. The Company will make a further Announcement following the close of the Bookbuild detailing the number of Placing Shares for which Placees have been procured. Each Placee's obligation will be owed to the Company and to the Joint Bookrunners.

9 Subject to paragraphs 4 and 5 above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at its discretion and may scale down any bids for this purpose on such basis as it may determine.

10 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.

11 Each Placee's allocation and commitment to subscribe for Placing Shares 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.

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 the Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time on the basis explained below under "Registration and Settlement".

14 All obligations under the 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 "Rights to terminate under the Placing Agreement".

15 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.

16 To the fullest extent permissible by law and applicable FCA rules, neither the Joint Bookrunners nor any of their respective Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person other than the Company whether acting on behalf of a Placee or otherwise. In particular, neither of the Joint Bookrunners nor any of their respective Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing 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 are conditional, inter alia, on the following "Conditions":

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

   2                  the delivery to the Company of certain customary documentation; 

3 the term sheet in the form appended to the Placing Agreement having been executed by the Company and the Joint Bookrunners by no later than 7.00 p.m. (London Time) on today's date, being 2 April 2020;

4 the publication by the Company of the announcement of the Placing Price through a Regulatory Information Service without delay following the execution of the term sheet and in any event by 8.00 a.m. on 3 April 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree);

5 Admission taking place by not later than 8.00 am on 7 April 2020 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

If (a) any of the conditions are not fulfilled (or, to the extent permitted under the Placing Agreement, waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement (or such later time or date as the Company and the Joint Bookrunners may agree), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and terminate at such time and no claim may be made by a Placee in respect thereof. Neither the Company, nor the Joint Bookrunners nor any of their respective Affiliates shall have any liability to any Placees (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and/or the Joint Bookrunners.

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

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

Rights to terminate under the Placing Agreement

The Joint Bookrunners may, at any time before Admission, terminate their obligations under the Placing Agreement by giving notice to the Company if, inter alia:

1 the application for Admission and/or the Company's application to Euroclear for the Placing Shares to be admitted as participating securities in CREST is withdrawn by the Company and/or refused by the London Stock Exchange or Euroclear (as appropriate);

2 it shall come to the notice of either Joint Bookrunner that any statement contained in this Announcements or certain of the other documents delivered in relation to the Placing is or has become untrue or incorrect or misleading, or any matter has arisen which would constitute a material omission from the Announcements or such other documents;

3 there has been a breach by the Company of any of the warranties in the Placing Agreement which in the opinion of the Joint Bookrunners (in their absolute discretion) is material or any of the warranties is not true, is not accurate or is misleading at any time and date as at which it is given and made;

4 there has been a breach of any of the Company's or JerseyCo's obligations under the Placing Agreement, the Subscription and Transfer Agreement and the Put and Call Option Agreement (each as defined in the Placing Agreement); or

5 in the opinion of the Joint Bookrunners, a material adverse change in respect of the Company has occurred; or

6 there has occurred an adverse change in the financial market in the United Kingdom, the United States, or in any member or associate member of the European Union or in other international financial markets, any change or development reasonably likely to lead to a change in national or international political, financial, economic, monetary or market conditions, or currency exchange rates or controls or any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis (including, but not limited to, in the good faith opinion of the Joint Bookrunners, a significant worsening of the situation relating to COVID-19 in the United Kingdom), in any case the effect of which, in the good faith opinion of the Joint Bookrunners, makes it impractical or inadvisable to proceed with the Placing in the manner contemplated in this Announcement or may adversely impact dealings in the Placing Shares following Admission or is likely materially and adversely to affect the price at which the Placing Shares are traded on the London Stock Exchange; or

7 any of the conditions in the Placing Agreement has not been satisfied or (to the extent capable of being waived) waived by the Joint Bookrunners by the date specified therein (or such later time and/or the date as the Company and the Joint Bookrunners may agree).

Upon termination, the Company and the Joint Bookrunners 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, each Placee agrees 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 (acting in good faith where required) and that the Joint Bookrunners will not need to make any reference to the Placees in this regard and that to the fullest extent permitted by law the Joint Bookrunners and the Company (or the Company's directors, officers or employees) shall not have any liability whatsoever to the Placees in connection with any such exercise.

No prospectus

No offering document or prospectus has been or will be prepared, submitted or approved by the FCA in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service and subject to the further terms set forth in the 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 is exclusively the responsibility of the Company and confirms to the Joint Bookrunners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Placing participation in the oral and/or written confirmation given to Placees and the trade confirmation referred to above) or any of their respective Affiliates, any persons acting on their behalf or the Company and neither of the Joint Bookrunners nor any of their respective Affiliates, nor any persons acting on behalf of the foregoing, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).

By participating in the Placing, each Placee acknowledges, and agrees with the Joint Bookrunners, for itself and as agent for the Company that, except in relation to the information obtained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BZ059357) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a T+2 basis unless otherwise notified by the Joint Bookrunners and is expected to occur on 7 April 2020. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

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

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 the base rate of Barclays Bank Plc.

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

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither 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 participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1 represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms and conditions of the Placing as referred to and included in this Announcement (including this Appendix);

2 acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

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

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

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

6 acknowledges that neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested that the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

7 acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for Placing Shares is the information contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for Placing Shares and acknowledges that it is not relying on any investigation that the Joint Bookrunners, any of their respective Affiliates or any person acting on behalf of any of the foregoing may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

8 represents and warrants that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for Placing Shares. It further represents and warrants that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It also represents and warrants that it has had sufficient time to consider and has conducted its own investigation with respect to the offer and subscription for Placing Shares, including the tax, legal and other economic considerations, and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

9 represents and warrants that it has not relied on any confidential price sensitive information concerning the Company in making its investment decision to participate in the Placing and is not purchasing the Placing Shares on the basis of material non-public information or inside information (as defined under the Market Abuse Regulation (EU 596/2014) ("MAR");

10 represents and warrants that it has the funds available to pay for the Placing Shares it has agreed to subscribe for and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other placees or sold at such price as the Joint Bookrunners determine;

11 acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, their respective Affiliates or any person acting on behalf of any of the foregoing and understands that (i) neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing has or shall have any liability for public information or any representation; (ii) neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of this Announcement or otherwise; and (iii) neither of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of this Announcement or otherwise;

12 represents and warrants that (i) it is entitled to acquire Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement including this Appendix) which may be required thereunder and has complied with all necessary formalities; (iii) it has all necessary capacity and authority and is entitled to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations, and to make the representations and agreements contained on this Appendix; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing in any territory; (v) it has not taken any action which will or may result in the Company, or the Joint Bookrunners or any of their respective Affiliates or any person acting on behalf of any of the foregoing being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (vi) if it is a pension fund or investment company it is aware of and acknowledges that it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

13 represents and warrants that it is outside of the United States and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act;

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

15 represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation 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 the offer or resale;

16 represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in the United Kingdom or any member state of the European Economic Area except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in a member state of the European Economic Area within the meaning of the Prospectus Regulation;

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

18 represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by either of the Joint Bookrunners in their capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

19 represents and warrants that it is aware of, has complied with and will comply with all applicable laws with respect to anything done by it, or on its behalf, in relation to the Placing Shares (including, without limitation, all relevant provisions of FSMA and the Financial Services Act 2012) in respect of anything done in, from or otherwise involving the United Kingdom;

20 represents and warrants that it is aware of and has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA (together, the "Money Laundering Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations;

21 represents and warrants that if it is in a Member State of the European Economic Area or the United Kingdom, it is a Relevant Person. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

22 represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;

23 undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any trade confirmation issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either the Joint Bookrunners or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall of the net proceeds of such sale below the Placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

24 acknowledges that if it has received any confidential price sensitive information (including inside information as defined under MAR) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of MAR and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

25 acknowledges that it is aware of its obligations regarding insider dealing, including, without limitation, as contained within in the Criminal Justice Act 1993 and MAR, and confirms that it has and will continue to comply with those obligations;

26 acknowledges that neither the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and that neither the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on behalf of any of the foregoing has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

27 acknowledges that it irrevocably appoints each of the Joint Bookrunners and any of their respective duly authorised officers as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

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

29 acknowledges that the agreement to settle each Placee's allocation of Placing Shares (and/or the allocation of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable and the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and acknowledges that neither the Company nor the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;

30 represents and warrants that it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of the Joint Bookrunners, the Company, any of their respective Affiliates or any person acting on behalf of any of the foregoing will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company and the Joint Bookrunners on an after -- tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

31 acknowledges that the Placing Shares will be issued subject to the terms and conditions set out in this Announcement (including this Appendix);

32 acknowledges that in order to ensure compliance with the Money Laundering Regulations, each of the Joint Bookrunners (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Joint Bookrunners or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at the Joint Bookrunners' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, the Joint Bookrunners (for themselves and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

33 acknowledges that when a Placee or any 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 Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from 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 business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunner;

34 acknowledges and understands that the Company, the Joint Bookrunners and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties, agreements and undertakings which are given to the Joint Bookrunners and the Company and are irrevocable;

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

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

37 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 in this Announcement;

38 acknowledges that its commitment to subscribe for Placing Shares on the terms set out in this Announcement including this Appendix will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

39 acknowledges that each of the Joint Bookrunners, and their respective Affiliates, acting as an investor for its or their own account(s) may subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Joint Bookrunners and/or any of their respective Affiliates acting as investors for their own account(s). Each Placee further acknowledges that the Joint Bookrunners and their respective Affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners and any of their respective Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Joint Bookrunners nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

40 if it is subscribing for the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

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

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

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

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that either of the Company and/or either of the Joint Bookrunners has incurred any such liability to stamp duty or stamp duty reserve tax.

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

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

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

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

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.

Each Placee may be asked to disclose in writing or orally to the Joint Bookrunners:

   (a)          if he is an individual, his nationality; or 

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of 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 Company's ordinary shares may decline and investors could lose all or part of their investment; the Company's ordinary shares offer no guaranteed income and no capital protection; and an investment in the Company's ordinary 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, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

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

END

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(END) Dow Jones Newswires

April 02, 2020 11:47 ET (15:47 GMT)