Marlowe PLC Acquisition and Proposed Placing (7428Z)

TIDMMRL

RNS Number : 7428Z

Marlowe PLC

21 May 2019

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") IS DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

21 May 2019

Marlowe plc

Acquisition of Clearwater Group Limited

Proposed Placing to raise up to GBP20 million by way of Accelerated Bookbuild

Marlowe plc ("Marlowe" or the "Group"), the specialist services group focused on developing companies which assure safety and regulatory compliance, announces that it has entered into a conditional agreement to acquire Clearwater Group Limited ("Clearwater") for a total enterprise value of GBP11 million on a cash and debt free basis (the "Acquisition").

Founded in 1990 and employing approximately 375 staff across 11 locations, Clearwater, which has been owned by Baird Capital Partners Europe since 2015, provides a range of services mainly related to water treatment, hygiene and compliance across the UK and Ireland. Clearwater has approximately 2,400 customers across a broad range of end markets including healthcare, education, food processing, leisure and public services. For the year ended 31 December 2018, Clearwater recorded an adjusted EBITDA loss of GBP0.17 million on revenues of GBP27.9 million. The majority of Clearwater's revenues are recurring and derived from long-term contracted customer relationships.

The Acquisition strengthens Marlowe's position as a major player in the water treatment and hygiene market, with the Group's enlarged business expected to have run-rate revenues in the water services market of c.GBP75m. The Acquisition will also broaden Marlowe's technical capabilities and enhance its route density nationally. The Acquisition is expected to be at least 10% earnings accretive by the financial year ending 31 March 2021. Upon completion, Clearwater will be integrated into WCS Group, Marlowe's Water operation, which will allow for significant synergies to be realised whilst broadening the capabilities of the combined business to enhance the range of services it provides to customers.

The Group also announces a proposed conditional placing to raise gross proceeds of up to GBP20 million through the issue of up to 4,694,836 new ordinary shares of 50 pence each (the "Placing Shares") at 426 pence per share (the "Issue Price") to certain new and existing investors (the "Placing").

The Placing will be conducted by way of an accelerated bookbuild process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. Cenkos and Berenberg are acting as joint bookrunners in connection with the Placing.

Alex Dacre, Chief Executive of Marlowe plc, said:

"The acquisition of Clearwater brings significant additional scale and expertise to the Group and further accelerates our strategy of broadening our capabilities in water treatment and hygiene. We are confident that this acquisition will generate attractive returns for Marlowe's shareholders."

For further information:

 
 Marlowe plc                               www.marloweplc.com 
 Alex Dacre, Chief Executive               Tel: [phone] 
                                            6194 
 Mark Adams, Group Finance Director        [e-mail] 
 
 Cenkos Securities plc (Nominated Adviser & Joint Broker) 
 Nicholas Wells                            Tel: [phone] 
                                            8900 
 Ben Jeynes 
 Harry Hargreaves 
 
 Joh. Berenberg, Gossler & Co. KG, London Branch (Joint Broker) 
 Ben Wright                                Tel: [phone] 
                                            7800 
 Mark Whitmore 
 
 FTI Consulting 
 Nick Hasell                               Tel: [phone] 
                                            1340 
 Alex Le May 
 

About Marlowe plc

Marlowe is a UK leader in specialist services which assure the safety and regulatory compliance of commercial properties, whilst managing risk for businesses across the country. The Group was formed to create sustainable shareholder value through the acquisition and development of businesses that provide regulated inspection, testing and compliance services. It is focused on health & safety, fire safety, security, water safety, water treatment, air quality and environmental services - all of which are vital to the wellbeing of its customers operations and are invariably governed by regulation. Marlowe currently provides services to over 10% of Britain's commercial properties and is increasingly attractive to customers who require a single outsourced, nationwide, provider of a comprehensive range of regulated safety services. Our customers can be found in most office complexes, high streets & leisure facilities, manufacturing plants and industrial estates, and include SMEs, local authorities, facilities management providers, multi-site NHS trusts and FTSE 100 companies.

Current Trading

As announced on 29 April 2019, Marlowe continued to make good progress in the financial year ended 31 March 2019, with significant growth in both revenues and profits. Revenue for the financial year grew 62% to approximately GBP130 million (2018: GBP80.6 million) reflecting the contribution from acquisitions and broad-based organic growth across both of the Group's divisions. In a trading update issued on 29 April 2019, the Company stated that current 12 month run-rate revenues are approximately GBP150 million and that it expected adjusted EBITDA for the year ended 31 March 2019 to be slightly ahead of market expectations.

About the Acquisition

Marlowe is acquiring Clearwater as part of its strategy to become a UK leader in specialist water treatment, hygiene and compliance services. The Board believes the Acquisition will:

-- secure WCS Group's place as a major player in the water treatment and hygiene sector with combined run-rate annual revenues of c. GBP75 million;

-- broaden the technical capabilities of WCS Group and enhance route density to improve service levels and efficiency; and

   --           increase the scale and customer base of Marlowe. 

For the year ended 31 December 2018, Clearwater's unaudited management accounts recorded a gross profit of GBP12.3 million, an adjusted EBITDA loss of GBP0.17 million and a loss before tax, after one-off exceptional costs and loan interest payments of GBP1.0 million, of GBP1.7 million on revenues of GBP27.9 million. As at 30 April 2019, Clearwater's net assets being acquired by the Group are estimated to be approximately GBP4.9 million.

The total enterprise value of GBP11 million is payable in cash on completion, and shall be funded from the net proceeds of the First Placing. The Acquisition is expected to be at least 10% earnings accretive by the financial year ending 31 March 2021. The Group expects to incur restructuring costs of up to GBP4 million in connection with the proposed transformation programme.

Details of the Placing

The Placing will be conducted by way of an accelerated bookbuild process ("Bookbuild") which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. Cenkos and Berenberg are acting as joint bookrunners in connection with the Placing. The Bookbuild is expected to close no later than 12.00 noon (London time) on 22 May 2019. However, the timing of the closing of the Bookbuild, the final number and allocation of Placing Shares will be determined at the discretion of the Group, Cenkos and Berenberg. The Placing is not underwritten.

A further announcement will be made following closing of the Placing, confirming the final details of the transaction.

The Issue Price represents a nil premium to the closing price of 426 pence per Existing Ordinary Share on 20 May 2019.

Of the total of up to 4,694,836 Placing Shares, the issue of 3,118,159 new ordinary shares ("First Placing Shares") is not subject to shareholder approval.

The issue of up to 1,576,677 further new ordinary shares pursuant to the Placing ("Second Placing Shares") is conditional, inter alia, on the granting by shareholders of authorities to the Directors to dis-apply the pre-emption rights contained within the Articles and to issue shares and admission of the Second Placing Shares to trading on AIM becoming effective. If Shareholders do not pass the appropriate Resolutions, the issue of the Second Placing Shares will not proceed.

The issue of the First Placing Shares is not conditional on the passing of the Resolutions or on the issue of the Second Placing Shares.

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.

Application will be made for the Placing Shares to be admitted to trading on AIM, subject in the case of the Second Placing Shares to the passing of the Resolutions at the General Meeting. It is expected that Admission of the First Placing Shares will become effective and that dealings in the First Placing Shares will commence on AIM on 23 May 2019 and that Admission of the Second Placing Shares will become effective and that dealings in the Second Placing Shares will commence on AIM on 11 June 2019.

The Placing Shares will rank, on issue, pari passu in all respects with the Existing Ordinary Shares and will be issued free from all liens, charges and encumbrances.

Placing Agreement

On 21 May 2019, the Company, Cenkos and Berenberg entered into the Placing Agreement pursuant to which Cenkos and Berenberg agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers for the Placing Shares pursuant to the Placing. The obligations of the Joint Bookrunners under the Placing Agreement are conditional, inter alia, upon:

(i) the Acquisition Agreement not having lapsed, been terminated or rescinded (or allegedly been terminated or rescinded) and having been completed in accordance with its terms (excluding the condition relating to Admission);

(ii) the Admission of the First Placing Shares occurring not later than 23 May 2019 or such later time and/or date as the Joint Bookrunners and the Company may agree (but in any event not later than 6 June 2019; and

(iii) after Admission of the First Placing Shares, the Admission of the Second Placing Shares occurring not later than 11 June 2019 or such later time and/or date as the Joint Bookrunners and the Company may agree (but in any event not later than 25 June 2019.

Under the Placing Agreement, which may be terminated by Cenkos and Berenberg in certain circumstances prior to Admission, the Company has given certain warranties and indemnities to Cenkos and Berenberg concerning, inter alia, the accuracy of the information contained in this Announcement. The Placing is not being underwritten.

Use of proceeds of the Placing

In addition to funding the Acquisition, the net proceeds of the Placing (expected to be approximately GBP19.3 million) will be applied by the Company to repay a portion of its existing GBP30 million Revolving Facility with HSBC and NatWest, to provide funds for restructuring costs to be incurred following the Acquisition and to provide additional resources to fund further acquisitions as part of Marlowe's ongoing targeted acquisition strategy.

Expected Timetable of Principal Events

 
                                                                  2019 
 Announcement of the Acquisition and               4.36 p.m. on 21 May 
  Placing 
 Latest time for announcement of the                 12 noon on 22 May 
  results of the Placing 
 Posting of the Circular and Form of                            22 May 
  Proxy 
 First Admission and commencement of               8.00 a.m. on 23 May 
  dealings of the First Placing Shares 
 First Placing Shares credited to CREST                         23 May 
  stock accounts 
 Despatch of definitive share certificates      week commencing 3 June 
  for First Placing Shares 
 Latest time and date for receipt of              11.00 a.m. on 5 June 
  Forms of Proxy 
 General Meeting                                  11.00 a.m. on 7 June 
 Second Admission and commencement of             8.00 a.m. on 11 June 
  dealings of the Second Placing Shares 
  if the Resolutions being passed 
 Second Placing Shares credited to CREST                       11 June 
  stock accounts, subject to the Resolutions 
  being passed 
 Despatch of definitive share certificates     week commencing 17 June 
  for Second Placing Shares, subject 
  to the Resolutions being passed 
 

Notes:

   (i)    References to times are to London time (unless otherwise stated). 

(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by the Group via an announcement to an RIS.

(iii) The timing of the events in the above timetable are indicative only.

Definitions

The following definitions apply throughout this Announcement, unless the context requires otherwise or unless it is otherwise specifically provided:

 
 "Acquisition"                   the proposed acquisition by the Group 
                                  of the entire issued share capital of 
                                  the Target described in the Circular 
 "Acquisition Agreement"         the share purchase agreement dated 21 
                                  May 2019 relating to the Acquisition, 
                                  made between the Seller, Marlowe 2016 
                                  Limited, Baird Capital Partners Europe 
                                  II L.P., the Company, Spencer Davis, 
                                  Karl Wharton and Andrew Perry 
 "Admission"                     together First Admission and Second Admission 
 "AIM"                           AIM, a market operated by the London 
                                  Stock Exchange 
 "AIM Rules"                     the AIM rules for companies published 
                                  by London Stock Exchange 
 "Announcement"                  this announcement including the Appendix 
 "Berenberg"                     Joh. Berenberg, Gossler & Co. KG, London 
                                  Branch, a Kommanditgesellschaft (a German 
                                  form of limited partnership) established 
                                  under the laws of the Federal Republic 
                                  of Germany registered with the Commercial 
                                  Register at the Local Court of the City 
                                  of Hamburg under registration number 
                                  HRA 42659 
 "Bookbuilding Process"          shall have the meaning given to it in 
                                  the Appendix-Terms and Conditions of 
                                  the Placing 
 "Business Day"                  a day (other than a Saturday or Sunday) 
                                  on which commercial banks are open for 
                                  general business in London, England 
 "Cenkos"                        Cenkos Securities plc (registered number 
                                  05210733) 
 "Circular"                      the circular expected to be posted to 
                                  shareholders on 22 May 2019 which for 
                                  the avoidance of doubt does not comprise 
                                  a prospectus (under the Prospectus Rules) 
                                  or an admission document (under the AIM 
                                  Rules) 
 "Group" or "Marlowe"            Marlowe plc (registered number 09952391) 
  or "Company" 
 "Company Affiliate"             shall have the meaning given to it in 
                                  the Appendix-Terms and Conditions of 
                                  the Placing 
 "Completion"                    completion of the Acquisition, pursuant 
                                  to the Acquisition Agreement 
 "Conditions"                    shall have the meaning given to it in 
                                  the Appendix-Terms and Conditions of 
                                  the Placing 
 "CREST"                         the relevant system (as defined in the 
                                  CREST Regulations) in respect of which 
                                  Euroclear is the Operator (as defined 
                                  in the CREST Regulations) 
 "CREST Regulations"             the Uncertificated Securities Regulations 
                                  2001 (SI 2001/3755) (as amended) 
 "Directors" or "Board"          the directors of the Group whose names 
                                  appear on page 3 of the Circular 
 "Enlarged Group"                the Group and its subsidiaries following 
                                  Completion 
 "Enlarged Share Capital"        the issued ordinary share capital of 
                                  Marlowe immediately following Second 
                                  Admission 
 "Euroclear"                     Euroclear UK & Ireland Limited, the operator 
                                  of CREST 
 "Existing Ordinary Shares"      the Ordinary Shares in issue at the date 
                                  of the Circular 
 "FCA"                           the Financial Conduct Authority of the 
                                  UK 
 "First Admission"                 admission of First Placing Shares to 
                                    trading on AIM becoming effective in 
                                    accordance with the AIM Rules which is 
                                    expected to occur at 8.00 a.m. on 23 
                                    May 2019 
 "First Placing"                 the placing of the First Placing Shares 
                                  at the Issue Price pursuant to the Placing 
                                  Agreement 
 "First Placing Shares"          the 3,118,159 new Ordinary Shares issued 
                                  by the Group at the Issue Price as part 
                                  of the Placing pursuant to the then existing 
                                  allotment authority 
 "Form of Proxy"                 the form of proxy accompanying the Circular 
                                  for use at the General Meeting 
 "FPO"                           Financial Services and Markets Act 2000 
                                  (Financial Promotion) Order 2005 
 "FSMA"                          the Financial Services and Markets Act 
                                  2000 (as amended) 
 "General Meeting"               the general meeting of the Group as described 

                                  in the Circular, notice of which is set 
                                  out at the end of the Circular 
 "HSBC"                          HSBC UK Bank plc 
 "Investor"                      shall have the meaning given to it in 
                                  the Appendix-Terms and Conditions of 
                                  the Placing 
 "Issue Price"                   426 pence per Placing Share 
 "Joint Bookrunners"             Cenkos and Berenberg 
 "Joint Bookrunner Affiliate"    shall have the meaning given to it in 
                                  the Appendix-Terms and Conditions of 
                                  the Placing 
 "Listing Rules"                 the Listing Rules of the Financial Conduct 
                                  Authority made in accordance with section 
                                  73A(2) of FSMA 
 "London Stock Exchange"         London Stock Exchange plc 
 "Money Laundering Regulations   Money Laundering, Terrorist Financing 
  2017"                           and Transfer of Funds (Information on 
                                  the Payer) Regulations 2017 
 "Ordinary Shares"               ordinary shares of 50 pence each in the 
                                  capital of the Group 
 "Placees"                       those persons who have conditionally 
                                  agreed to subscribe for the Placing Shares 
                                  under the Placing 
 "Placing"                       the proposed conditional issue and allotment 
                                  at the Issue Price of the Placing Shares 
                                  to the Placees as described in the Circular 
 "Placing Agreement"             the conditional agreement dated 21 May 
                                  2019 and made between Cenkos, Berenberg 
                                  and the Group in relation to the Placing, 
                                  further details of which are set out 
                                  in the letter from the Chief Executive 
                                  of the Group set out in the Circular 
 "Placing Shares"                the First Placing Shares and the Second 
                                  Placing Shares, being in aggregate 4,694,836 
                                  new Ordinary Shares issued and to be 
                                  issued by the Group pursuant to the Placing 
 "Proposed Placing" or           the conditional placing of the Second 
  "Second Placing"                Placing Shares at the Issue Price pursuant 
                                  to the Placing Agreement and which is 
                                  conditional on, inter alia, the passing 
                                  of the Resolutions 
 "Prospectus Rules"              the Prospectus Rules made in accordance 
                                  with EU Prospectus Directive 2003/7l/EC 
 "Registrars"                    the registrars of the Company, being 
                                  Link Market Services Limited (registered 
                                  number 02605568) 
 "Resolutions"                   the resolutions to be proposed at the 
                                  General Meeting as set out in the notice 
                                  of General Meeting at the end of the 
                                  Circular 
 "RIS"                           a regulatory information service as defined 
                                  by the Listing Rules 
 "Second Admission"                admission of Second Placing Shares to 
                                    trading on AIM becoming effective in 
                                    accordance with the AIM Rules which is 
                                    expected to occur at 8.00 a.m. on 11 
                                    June 2019 
 "Second Placing Shares"         the 1,576,677 new Ordinary Shares to 
                                  be issued by the Group at the Issue Price, 
                                  conditional on, inter alia, the passing 
                                  of the Resolutions 
 "Securities Act"                United States Securities Act of 1933, 
                                  as amended 
 "Seller"                        Clearwater Technology Bidco Limited (registered 
                                  number 09421083) 
 "Shareholders"                  holders of Ordinary Shares 
 "Target" or "Clearwater"        Clearwater Group Limited (registered 
                                  number 02494701) 
 "UK" or "United Kingdom"        the United Kingdom of Great Britain and 
                                  Northern Ireland 
 
 

IMPORTANT NOTICE

This Announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

The Placing Shares have not been and will not be registered under the United States 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 or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act except pursuant to an exemption from or in a transaction not subject to 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 in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. 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.

No action has been taken by the Group or the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees or 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 2.1(e) of the Prospectus Directive (Directive 2003/71/EC), as amended (the "Prospectus Directive"), (B) if in the United Kingdom, persons 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 "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc." in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000, as amended ("FSMA") 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, investors represent and agree that they 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 apply.

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

Certain statements in this Announcement are forward-looking statements which are based on the Group'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 Group'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 UK Financial Conduct Authority ("FCA"), the London Stock Exchange or applicable law, the Group undertakes 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 Group'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 Group for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Group.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA, and Berenberg, which is authorised and regulated by the Federal Financial Supervisory Authority in Germany and subject to limited regulation in the UK by the Financial Conduct Authority, are acting for the Group and for no one else in connection with the Placing and will not be responsible to anyone other than the Group for providing the protections afforded to clients of Cenkos and Berenberg or for providing advice in relation to the Placing, or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Group, Cenkos or Berenberg or by their affiliates or their respective agents, directors, officers and employees 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 to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to trading on AIM.

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer 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 Group's website (or any other website) nor the content of any website accessible from hyperlinks on the Group's website (or any other website) is incorporated into, or forms part of, this Announcement.

Notice 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 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 securities 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, Cenkos and Berenberg are only procuring 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 of 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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMED (THE "PROSPECTUS DIRECTIVE"), (B) IF IN THE UNITED KINGDOM, PERSONS 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 "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED ("FSMA") 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, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON.

THESE TERMS AND CONDITIONS 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.

Introduction

These terms and conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to either of the Joint Bookrunners (whether orally or in writing) to acquire Placing Shares under the Placing (an "Investor") hereby agrees with the Joint Bookrunners and the Company to be bound by the contract note issued by the relevant Joint Bookrunner to such Investor and these terms and conditions, being the terms and conditions upon which Placing Shares will be sold under the Placing. An Investor shall, without limitation, become so bound when a Joint Bookrunner confirms to such Investor its allocation of Placing Shares under the Placing.

Upon being notified of its allocation of Placing Shares in the Placing, an Investor shall be contractually committed to acquire the number of Placing Shares allocated to them at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that First Admission will take place and dealings in the First Placing Shares will commence on AIM on or around 8.00 a.m. on 23 May 2019 and that Second Admission of the Second Placing Shares will become effective and that dealings in the Second Placing Shares will commence on AIM on 11 June 2019.

Bookbuilding Process

Commencing today, the Joint Bookrunners will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing at the Placing Price.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 12 noon on 22 May 2019, but may be closed at such earlier or later time as the Joint Bookrunners may, in their absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Placing Price.

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement 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 close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at either Cenkos or Berenberg. Each bid should state the number of Placing Shares that the prospective Placee wishes to subscribe for at the Placing Price. If successful, the relevant Joint Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. A Joint Bookrunner's confirmation (either oral or written) of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Joint Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by the relevant Joint Bookrunner to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Joint Bookrunners.

Each Placee's obligations will be owed to the Company and to the relevant Joint Bookrunner. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Joint Bookrunner, as agent of the Company, to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.

To the fullest extent permissible by law, neither Joint Bookrunner, any subsidiary of either Joint Bookrunner, any branch, affiliate or associated undertaking of either Joint Bookrunner or of any such subsidiary nor any of their respective directors, officers, employees, agents or advisers (each a "Joint Bookrunner Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Joint Bookrunner, any Joint Bookrunner Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners may determine.

All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

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, among other things, upon:

   (i)            the release of this Announcement; 

(ii) the Acquisition Agreement not having lapsed, been terminated or rescinded (or allegedly been terminated or rescinded) and having been completed in accordance with its terms (excluding the condition relating to Admission);

(iii) the Admission of the First Placing Shares occurring not later than 23 May 2019 or such later time and/or date as the Joint Bookrunners and the Company may agree (but in any event not later than 6 June 2019;

(iv) after Admission of the First Placing Shares, the Admission of the Second Placing Shares occurring not later than 11 June 2019 or such later time and/or date as the Joint Bookrunners and the Company may agree (but in any event not later than 25 June 2019;

(v) the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at each Admission;

(vi) there not having arisen or occurred before either Admission any matter, fact, circumstance or event, such that in the opinion of either Joint Bookrunner, a supplementary circular or announcement is required to be made unless a supplementary document has been published or an announcement has been released to a RIS;

(vii) the Company having complied with its obligations under the Placing Agreement to the extent they fall to be performed prior to each Admission; and

   (viii)        in respect of the Second Placing Shares, the Resolutions being passed. 

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners), 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 determine at such time and no claim may be made by a Placee in respect thereof.

Admission of the First Placing Shares is not conditional upon the passing of the Resolutions at the General Meeting or Admission of the Second Placing Shares having occurred.

Neither of the Joint Bookrunners, any Joint Bookrunner Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Company Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it 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.

By participating in the Placing, each Placee agrees that the Joint Bookrunner's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

Right to terminate under the Placing Agreement

Each Joint Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to either Admission, in particular, where any warranty was, when given, untrue, inaccurate or misleading, or where any warranty is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the relevant time, where the Company has failed to comply with certain of its obligations under the Placing Agreement, or upon the occurrence of a force majeure event or a material adverse change in the financial or trading position or prospects of any member of the Group.

By participating in the Placing, each Placee agrees with its respective Joint Bookrunner 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 the Joint Bookrunners need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, the Joint Bookrunners, any Joint Bookrunner Affiliate nor any Company Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement.

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 confirmation given to Placees and the trade confirmation referred to below), any Joint Bookrunner Affiliate, any persons acting on its or their behalf or the Company or any Company Affiliate and neither the Joint Bookrunners, any Joint Bookrunner Affiliate, nor any persons acting on their behalf, the Company, any Company Affiliate nor any persons acting on their behalf 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 to and agrees with its respective Joint Bookrunner, for itself and as agent for the Company that (except for, in relation to the Company, the information contained in this Announcement) it has relied on its own investigation of the business, financial or other position of the Company in deciding whether 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 following each Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means as they may deem necessary, including, without limitation, 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.

The expected timetable for settlement will be as follows:

First Placing Shares

 
 Trade Date                       22 May 2019 
 Settlement Date                  23 May 2019 
                                 ------------- 
 ISIN Code                        GB00BD8SLV43 
                                 ------------- 
 SEDOL                            BD8SLV4 
                                 ------------- 
 Deadline for input instruction   22 May 2019 
  into CREST 
                                 ------------- 
 

Second Placing Shares

 
 Trade Date                       7 June 2019 
 Settlement Date                  11 June 2019 
                                 ------------- 
 ISIN Code                        GB00BD8SLV43 
                                 ------------- 
 SEDOL                            BD8SLV4 
                                 ------------- 
 Deadline for input instruction   7 June 2019 
  into CREST 
                                 ------------- 
 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Joint Bookrunner and settlement instructions. Placees should settle against the CREST ID provided to them by either Cenkos or Berenberg. It is expected that such trade confirmation will be despatched on the expected trade date shown above. 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 which it has in place with Cenkos or Berenberg, as applicable.

It is expected that settlement will take place on the relevant Settlement Dates shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by 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 the base rate of HSBC Bank Plc.

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

If Placing Shares 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 any levy, 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 Joint Bookrunner 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.

Agreement to acquire Placing Shares

Conditional on: (i) First Admission and Second Admission occurring and becoming effective by 8.00 a.m. (London time) on 23 May 2019 and 11 June 2019 respectively (or such later time and/or date as the Company and the Joint Bookrunners may agree) and on the Placing Agreement being otherwise unconditional in all respects and not having been terminated in accordance with its terms on or before Admission; and (ii) the confirmation mentioned under paragraph (a) above, an Investor agrees to become a member of the Company and agrees to acquire Placing Shares at the Placing Price. The number of Placing Shares acquired by such Investor under the Placing shall be in accordance with the arrangements described above.

Payment for Placing Shares

Each Investor undertakes to pay the Placing Price for the Placing Shares acquired by such Investor in such manner as shall be directed by the relevant Joint Bookrunner. In the event of any failure by an Investor to pay as so directed, the relevant Investor shall be deemed hereby to have appointed the relevant Joint Bookrunner or its nominee to sell (in one or more transactions) any or all of the Placing Shares in respect of which payment has not been made as so directed and to have agreed to indemnify on demand that relevant Joint Bookrunner in respect of any liability for stamp duty and/or stamp duty reserve tax arising in respect of any such sale or sales.

Representations and warranties

By receiving this announcement, each Investor and, to the extent applicable, any person confirming his agreement to acquire Placing Shares on behalf of an Investor or authorising either Joint Bookrunner to notify an Investor's name to the Registrars, is deemed to acknowledge, agree, undertake, represent and warrant to each Joint Bookrunner, the Registrars and the Company that:

(i) the Investor has read this Announcement in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Investor agrees that these terms and conditions and the contract note issued by either Cenkos or Berenberg to such Investor represent the whole and only agreement between the Investor, the relevant Joint Bookrunner and the Company in relation to the Investor's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Investor agrees that none of the Company, the Joint Bookrunners nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(ii) the content of this Announcement is exclusively the responsibility of the Company and the Directors and that neither the Joint Bookrunners, nor any person affiliated with either of the Joint Bookrunners or acting on their behalf is responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise;

(iii) the Investor has not relied on either Joint Bookrunner or any person affiliated with either Joint Bookrunner in connection with any investigation of the accuracy of any information contained in this announcement or its investment decision;

(iv) in agreeing to acquire Placing Shares under the Placing, the Investor is relying on this Announcement and not on any draft hereof or other information or representation concerning the Group, the Placing or the Placing Shares. Such Investor agrees that neither the Company nor either Joint Bookrunner nor their respective officers, directors or employees will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(v) neither Joint Bookrunner is making any recommendations to Investors or advising any of them regarding the suitability or merits of any transaction they may enter into in connection with the Placing, and each Investor acknowledges that participation in the Placing is on the basis that it is not and will not be a client of either Joint Bookrunner and that the Joint Bookrunners are acting for the Company and no one else, and the Joint Bookrunners will not be responsible to anyone else for the protections afforded to its clients, and that the Joint Bookrunners will not be responsible for anyone other than the Company for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangements or other matters referred to herein, and the Joint Bookrunners will not be responsible for anyone other than the relevant parties to the Placing Agreement in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of the Joint Bookrunner's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

(vi) save in the event of fraud on its part (and to the extent permitted by the rules of the Financial Conduct Authority), neither of the Joint Bookrunners nor either of their directors or employees shall be liable to an Investor for any matter arising out of the role of the Joint Bookrunners as the Company's broker (and in the case of Cenkos, as nominated adviser to the Company pursuant to the AIM Rules) or otherwise, and that where any such liability nevertheless arises as a matter of law each Investor will immediately waive any claim against the Joint Bookrunners and their respective directors and employees which an Investor may have in respect thereof;

(vii) the Investor has complied with all applicable laws and such Investor will not infringe any applicable law as a result of such Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Investor's rights and obligations under the Investor's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

(viii) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order: (i) to enable the Investor lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under the Placing; and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Investor's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate: (a) its constitutional documents; or (b) any agreement to which the Investor is a party or which is binding on the Investor or its assets;

(ix) it understands that no action has been or will be taken in any jurisdiction by the Company, of the Joint Bookrunners or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this Announcement, in any country or jurisdiction where action for that purpose is required; and that, if the Investor is in a relevant EEA member state, it is: (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than EUR43,000,000; and (c) an annual net turnover of more than EUR50,000,000, in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of any Placing Shares acquired by an Investor as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, either:

(A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Rules, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the placing or resale; or

(B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the placing of those Placing Shares to it is not treated under the Prospectus Rules as having been made to such persons;

(x) to the fullest extent permitted by law, the Investor acknowledges and agrees to the disclaimers contained in this Announcement and acknowledges and agrees to comply with the selling restrictions set out in this Announcement;

(xi) the Placing Shares have not been and will not be registered under the Securities Act or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa or where to do so may contravene local securities laws or regulations;

(xii) the Investor is, and at the time the Placing Shares are acquired, will be located outside the United States and eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S;

(xiii) the Investor is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act);

(xiv) if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account;

(xv) the Investor is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the Securities Act or any other United States federal or applicable state securities laws;

(xvi) the Company is not obliged to file any registration statement in respect of resales of the Placing Shares in the United States with the US Securities and Exchange Commission or with any state securities administrator;

(xvii) the Company, the Registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Investor, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

(xviii) the Investor invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;

(xix) the Investor has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Investor deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Investor has concluded that an investment in the Placing Shares is suitable for it or, where the Investor is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(xx) the Investor or, where the Investor is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

(xxi) there may be adverse consequences to the Investor under tax laws in other jurisdictions resulting from an investment in the Placing Shares and the Investor has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

(xxii) the Investor is not a resident of the United States, Australia, Canada, Japan or the Republic of South Africa and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions;

(xxiii) the Investor is 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 it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(xxiv) in the case of a person who confirms to either Joint Bookrunner on behalf of an Investor an agreement to acquire Placing Shares under the Placing and/or who authorises either Joint Bookrunner to notify such Investor's name to the Registrars, that person represents that he has authority to do so on behalf of the Investor;

(xxv) the Investor has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 ("Money Laundering Regulations 2017") and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that: (i) satisfactory evidence has been obtained and recorded by it to verify the identity of the third party; and (ii) arrangements have been entered into with the third party to obtain from the third party copies of any identification and verification data immediately on request as required by the Money Laundering Regulations 2017 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Investor's allocation may be retained at the Joint Bookrunners' discretion;

(xxvi) the Investor agrees that, due to anti-money laundering and the countering of terrorist financing requirements, either Joint Bookrunner and/or the Company may require proof of identity of the Investor and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Investor to produce any information required for verification purposes, either Joint Bookrunner and/or the Company may refuse to accept the application and the moneys relating thereto. The Investor holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(xxvii) the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);

(xxviii) the Investor has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Investor in relation to the Placing in, from or otherwise involving the UK;

(xxix) if the Investor is in the UK, the Investor is a person: (i) who has professional experience in matters relating to investments falling within article 19(5) of the Order; or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order; or (ill) is a person to whom this announcement may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the Financial Conduct Authority Conduct of Business Rules;

(xxx) if the Investor is in the EEA, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex 11/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the EEA other than professional clients or persons in the UK and other Member States (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis;

(xxxi) each Investor in a relevant member state of the EEA who acquires any Placing Shares under the Placing contemplated hereby will be deemed to have represented, warranted and agreed with each of the Joint Bookrunners and the Company that: (i) it is a qualified investor within the meaning of the law in that relevant member state implementing Article 2(1) of the Prospectus Directive; and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (A) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state other than qualified investors, as that term is defined in the Prospectus Directive, or in other circumstances falling within Article 3(2) of the Prospectus Directive and the prior consent of the Joint Bookrunners has been given to the offer or resale; or (B) where Placing Shares have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(xxxii) 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;

(xxxiii) in the case of a person who confirms to either Joint Bookrunner on behalf of an Investor an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Investor (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

(xxxiv) the exercise by either Joint Bookrunner of any rights or discretions under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and neither Joint Bookrunner need not have any reference to any Investor and shall have no liability to any Investor whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Investor agrees that it shall have no rights against the Joint Bookrunners or any of their directors or employees under the Placing Agreement;

(xxxv) it irrevocably appoints any director of either Cenkos or Berenberg (as relevant to its participation in the Placing) as its agent for the purposes of executing and delivering to the Company and/or the 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 and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do;

(xxxvi) it will indemnify and hold the Company, the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this paragraph and further agrees that the provisions of this paragraph will survive after completion of the Placing;

(xxxvii) the Joint Bookrunners may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for its own account and, except as required by applicable law or regulation, the Joint Bookrunners will not make any public disclosure in relation to such transactions; and

(xxxviii) the Joint Bookrunners and each of their respective affiliates, each acting as an investor for its or their own account(s), may bid or 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 either of the Joint Bookrunners and/or any of their respective affiliates, acting as an investor for its or their own account(s). Neither Joint Bookrunner 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.

The Company and the Joint Bookrunners will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.

Supply and disclosure of information

If either the Joint Bookrunners, the Registrars or the Company or any of their respective agents request any information about an Investor's agreement to acquire Placing Shares, such Investor must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

Miscellaneous

The rights and remedies of the Joint Bookrunners, the Registrars 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.

(i) On application, each Investor may be asked to disclose, in writing or orally to either of 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.

(ii) All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the relevant Joint Bookrunner.

(iii) Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which such Investor has agreed to acquire have been acquired by such Investor.

(iv) These provisions may be waived, varied or modified as regards specific Investors or on a general basis by the Joint Bookrunners.

(v) The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrars, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

(vi) In the case of a joint agreement to acquire Placing Shares, references to an "Investor" in these terms and conditions are to each of such Investors and such joint Investors' liability is joint and several.

(vii) The Joint Bookrunners and the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

(viii) The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

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

ACQLLFLSESILFIA

(END) Dow Jones Newswires

May 21, 2019 11:36 ET (15:36 GMT)