One Media iP Group Plc Proposed Fundraise of a minimum of GBP7.9 million

 
TIDMOMIP 
 
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31 August 2018 
 
               One Media IP Group plc ("OMIP" or the "Company") 
 
  Proposed Fundraise of a minimum of GBP7.9 million and Notice of Extraordinary 
                                General Meeting 
 
            Proposed Placing to raise a minimum of GBP1.9 million and 
 
               proposed Issue of up to GBP6 million in Loan Notes 
 
Introduction 
 
One Media IP Group plc (AIM: OMIP), an 'intellectual property' (IP) owner and 
controller of music and video rights, is pleased to announce a proposed Placing 
and Subscription to raise a minimum of GBP1.9 million of new equity capital at an 
issue price of 6 pence per new Ordinary Share, and the proposed issue of up to 
GBP6 million of Loan Notes. 
 
The Placing will be conducted by way of an accelerated bookbuild, which will be 
launched immediately following this announcement. The total number of New 
Ordinary Shares will be determined following the Bookbuild. Panmure Gordon is 
acting as sole broker to the Company in connection with the Bookbuild. 
 
Highlights 
 
  * Placing - the Placing is being conducted by way of an accelerated bookbuild 
    exercise, to raise a minimum of GBP1.9 million. 
  * Placing Price - The placing price of 6 pence per New Ordinary Share 
    represents a premium of 240 per cent. to the price of 2.5 pence per 
    Ordinary Share at which Lord Michael Grade and Ivan Dunleavy first invested 
    in the Company in December 2017. 
  * Debt - Debt funding of up to GBP6 million (gross) in unsecured fixed rate 
    loan notes is to be provided by BGF. The Loan Notes will be split into 
    three tranches of GBP1.9 million, GBP2.325 million and GBP1.775 million 
    respectively. Tranche 1 will be drawn down immediately on Admission. 
    Tranches 2 and 3 will be available for draw down for a period of 24 months 
    from 30 August 2018, subject to certain conditions being satisfied, 
    including the granting of approval to the draw down by BGF's internal 
    investment committee. 
  * Use of Proceeds - The Company intends that the net proceeds from the equity 
    fundraise and the issue of the Loan Notes will be used to acquire music 
    publishing rights, artist recordings and songwriters' rights. 
  * The Bookbuild is expected to close no later than 4.30 p.m. (London time) on 
    31 August 2018. The timing of the closing of the Bookbuild and the final 
    number and allocation of the Placing Shares to be issued at the Placing 
    Price are to be determined at the discretion of the Company and Panmure 
    Gordon. 
 
  * The allotment of the New Ordinary Shares is conditional, inter alia, upon 
    the Company obtaining approval of the Shareholders at an extraordinary 
    general meeting of the Company to be convened for 11.00 a.m. on 19 
    September 2018 to grant the Directors the authority to allot the New 
    Ordinary Shares and to dis-apply statutory pre-emption rights which would 
    otherwise apply to such allotment. 
  * Following the close of the Bookbuild, a further announcement will be made 
    confirming final details of the Placing and the Subscription. 
 
For further information, please contact: 
 
One Media IP Group plc 
 
Ivan Dunleavy, Chairman                                   [phone] 
Michael Infante, Chief Executive 
 
Cairn Financial Advisers LLP (Nominated Adviser) 
 
Liam Murray, Jo Turner                                    [phone] 
 
Panmure Gordon (UK) Limited (Broker) 
 
Andrew Potts, James Stearns                               [phone] 
 
Luther Pendragon Ltd (Financial PR) 
 
Harry Chathli, Claire Norbury                             [phone] 
 
This Announcement should be read in its entirety. In particular, you should 
read and understand the information provided in the "Important Notices" section 
of this Announcement. 
 
Introduction 
 
OMIP is an 'intellectual property' (IP) owner and controller of music and video 
rights and a B2B and B2C digital content provider, licensing intellectual 
property rights for music and video. It exploits its catalogue of over 250,000 
music tracks and 10,000 hours of video by re-compiling its content for 
download, streaming and sublicensing through over 600 territorial digital music 
and video stores worldwide. The Company delivers digital music and video 
content through aggregators to over 600 global digital stores including iTunes, 
Spotify, Amazon, Google, Deezer, Tidal, Audible and YouTube. 
 
The Company's catalogue of nostalgic music tracks is from a range of genres 
spanning soul to classical music and rock to pop and including performances 
from over 1,700 diverse artists such as George McCrae, Merle Haggard, Ricky 
Valance, Edwin Starr, Evelyn Thomas, Mungo Jerry, Eric Burdon, the Troggs, Marv 
Johnson and the Royal Philharmonic Orchestra. The Company looks to exploit its 
music tracks and over 10,000 hours of video by recompiling the content for sale 
through digital music and video stores. In addition, its library of content is 
available for TV shows, movies, adverts and websites requiring synchronised 
music. The Company owns all the rights to the Men & Motors TV shows (originally 
Granada/ITV) that were aired on British TV between 1996 and 2010. Comprising 
over 3,400 shows, Men & Motors is available for viewing on OMIP's YouTube 
channel. The Company is looking to rework the format for digital TV broadcast 
in the future. 
 
OMIP has a team of full-time creative technicians, all of whom are YouTube 
certified, who digitise the content, create the metadata, re-compile and 
prepare the digital music and video releases using bespoke in-house developed 
software. Additionally, OMIP makes its library of content available for TV 
shows, movies, adverts and websites requiring synchronised music. OMIP focuses 
on music performed by well-known artists from every genre. Its classical music 
library of over 10,000 performances includes the Point Classics catalogue 
comprising some of the most renowned masterpieces by the world's greatest 
composers. 
 
Recently OMIP has developed a content discovery and analytical software 
service, 'Technical Copyright Analysis Tool' ("TCAT"), which allows record 
companies, publishers and law firms to search certain digital stores, such as 
iTunes, Apple Music and Spotify, and carry out a forensic digital audit on 
behalf of owners to ensure that their music has not been used without licensing 
agreements being in place. A major record label and the largest independent 
music distributor are now using this service. 
 
A substantial proportion of the Company's revenues are generated in US Dollars 
and as such the Company has a significant exposure to this currency. 
 
Description of the Company's activities 
 
The Company's principal activity is the acquisition and exploitation of 
intellectual property rights over music, video and spoken word via digital 
platforms, and its music content is also licensed (on an ad-hoc basis) for use 
in TV and film, advertising, video games and on corporate websites. 
 
Initially, the Company focused on music catalogue acquisition, which later 
expanded to video and spoken word as the popularity of these formats and access 
to technology grew. 
 
In addition, it has been developing TCAT as an in-house originated SaaS 
(Software as a Service) product to license to the major music distributors and 
record labels. 
 
The music industry has witnessed a major change as a result of the increased 
adoption of streaming services. After a period of decline, sales of recorded 
music have returned to growth, principally driven by streaming. With music 
streaming set to grow, not only is the Company expected to benefit from sales 
of its portfolio of digital content, it is also able to provide a vital service 
to copyright owners through TCAT, which can track and monitor where their music 
is made available for sale. 
 
Lord Michael Grade and Ivan Dunleavy identified that the Company was set to 
benefit from the return to growth of the music industry and, in December 2017, 
they made an equity investment in the Company totalling GBP375,000. In April 2018 
they were both appointed to the Board and Ivan Dunleavy became Non-Executive 
Chairman of the Board. 
 
Background to and reasons for the Proposed Placing 
 
The Directors have been reviewing options to scale up the business, given their 
belief that the music industry will continue to benefit from the growth 
generated by streaming services, through the acquisition of music publishing 
rights and songwriters' rights. The impact of streaming is expected to 
positively benefit music publishing revenues, which Goldman Sachs believes will 
rise from US$5.4 billion in 2015 to US$9.3 billion in 2030. 
 
In order to exploit this opportunity the Directors are seeking to raise a 
minimum of GBP1.9 million of new equity capital, and up to GBP6 million through the 
issue of Loan Notes, to purchase music rights. 
 

New Consultancy Arrangements 
 
Consultancy Agreement with Ninelives 
 
On Admission the Company intends to enter into an agreement with Ninelives, 
pursuant to which Ninelives will provide the services of Andrew Michael to the 
Company. Andrew will be responsible for identifying potential opportunities for 
the Company to acquire new music IP rights catalogues which are being sold. 
 
Andrew Michael founded Ninelives Capital Limited, which arranges financing 
solutions for rights owners, performers and creators of recorded music who are 
looking to raise capital from their music IP rights, either by way of sale or 
the securing of finance, in 2016. Andrew has over 28 years' experience in the 
banking sector, including having been a member of the Barclays Bank media team 
and establishing the Music & Entertainment Division at Investec. At Investec, 
he was involved in numerous deals including funding world tours and events, 
advancing against future royalties and providing lending facilities to music 
publishing companies. 
 
Andrew has a successful track record in offering lending facilities to rights 
owners and creators of recorded music. He has extensive contacts across the 
music industry, spanning artists, songwriters, managers, lawyers and 
accountants, which will be invaluable to the Group going forward. 
 
Under the terms of the consultancy agreement, Ninelives will provide the 
Company with a right of first refusal on all music IP rights acquisitions that 
Andrew Michael sources. The Company will then have 30 days' exclusivity to 
decide whether or not an acquisition opportunity will be pursued. If the 
Company opts not to pursue an opportunity, Andrew and Ninelives will be 
permitted to offer the opportunity to other parties, provided that they are not 
competitors of the Group. 
 
The Company has agreed that in the event that Andrew Michael identifies a 
potential acquisition which the Company subsequently completes, the Company 
shall pay a commission to Ninelives which will be determined depending upon the 
nature of the catalogue acquired. It has been agreed that a recoupable advance 
on commission of GBP125,000 shall be paid to Ninelives on Admission and this 
shall be set off against commissions payable on introduced music IP rights 
acquisitions. 
 
The consultancy arrangement will continue for an initial period of six months, 
during which time it can only be terminated in certain limited circumstances, 
and shall be renewable by mutual agreement. In the event that during this 
initial period Ninelives has not earned sufficient commission to cover the 
advance paid by the Company, Andrew Michael must continue to present 
opportunities to the Company until sufficient commission has been earned. The 
agreement contains standard confidentiality and indemnity provisions and is 
governed by English law. 
 
In addition, Ninelives has indicated an intention to invest GBP125,000 as part of 
the Subscription. If this participation is confirmed, following Admission 
Ninelives will be subject to a 12 month orderly market arrangement and will 
agree that for a period of 12 months from Admission, Ninelives will not deal or 
otherwise dispose of any of the Ordinary Shares that will be issued to it other 
than through Panmure Gordon (or such other broker appointed by the Company from 
time to time) and provided that the dealing will not impair an orderly market 
in the Ordinary Shares. 
 
Consultancy Agreement with Nicola Horlick 
 
On Admission the Company intends to enter into a consultancy agreement with 
Nicola Horlick, pursuant to which Nicola will source acquisition opportunities 
for the Company and will also provide investment advice. 
 
Nicola has 35 years' experience in fund management and establishing investment 
businesses. Together with Michael Grade, she was a bidder for Imagem Music 
Company (one of the largest owners of music rights), which was purchased by 
Concord Bicycle Music in 2017. As Chief Executive Officer of Bramdean Asset 
Management, she launched a music rights fund, Resonant, which funded film 
scores (including The King's Speech, Drive and The Woman in Black) that created 
royalty revenue streams. This catalogue was sold to Resonant's partner, Cutting 
Edge Music Holdings, in 2015. 
 
Other senior roles Nicola has held include Managing Director of Morgan Grenfell 
Investment Management from 1992 to 1997 and Chief Executive Officer of SG Asset 
Management UK from 1997 to 2003. She founded Money & Co. in 2013, which is a 
P2P lending platform. 
 
Under the terms of the consultancy agreement, Nicola will spend a minimum of 
one day per week on matters for the Company and will not be paid a fee for the 
services provided to the Company. The agreement will continue unless terminated 
by mutual agreement of the parties. Should the Company raise further equity 
capital prior to 31 December 2019, Nicola will become entitled to a bonus of GBP 
100,000 otherwise the agreement will terminate without notice. The agreement is 
intended to cover the initial phase of investment of the monies raised from the 
Placing and the Loan Notes and as further capital is raised, new terms of 
engagement are expected to be discussed. The agreement contains standard 
confidentiality and indemnity provisions and is governed by English law. 
 
Nicola has indicated an intention to invest GBP225,000 as part of the 
Subscription. 
 
BOARD RESPONSIBILITIES 
 
Michael Infante, Chief Executive Officer 
 
Michael Infante, founder of OMIP, will continue to oversee the existing 
activities as Chief Executive and as a main Board Executive Director as well as 
bringing the benefit of his years of experience to the scale up of music IP 
rights acquisition activities and, importantly, assisting with driving 
incremental sales revenues from the Company's IP assets, both acquired and 
created. 
 
Ivan Dunleavy 
 
Following Admission, Ivan Dunleavy's responsibilities will be changed from 
Non-Executive Chairman to Executive Chairman. 
 
Overview of scale up of existing business activities 
 
Acquisition of music publishing rights and songwriters' rights 
 
The Directors believe that music publishing and songwriters' rights can be 
purchased from individual songwriters and small publishing companies at a lower 
multiple of NPS than the reported acquisition prices of some of the larger 
music publishing catalogues, giving rise to a possible arbitrage opportunity. 
The major rights owners tend to buy libraries and portfolios of rights rather 
than rights for individual songs or small portfolios. The buyers of large 
portfolios and libraries are often backed by financial institutions. 
 
The recovery that is being seen by the music industry, driven by the growth in 
streaming, is believed by the Directors to further strengthen the case for a 
buy and build strategy. There is also an opportunity to exploit the music 
rights purchased more effectively and to ensure that royalties are being 
properly collected. OMIP's TCAT product is expected to assist in ensuring that 
revenues are increased. In addition, the Company's experience in deriving 
revenues from its existing portfolio will be used to identify opportunities to 
further grow the revenues from the ownership of these newly-acquired music 
rights. 
 
In 2017 the major recording companies (Sony Music, Universal Music Group and 
Warner Music Group) had a 58.8 per cent. share of the global music publishing 
market. Within the remaining 41.2 per cent. there is a highly fragmented long 
tail of ownership of music rights, typically owned by the writer/co-writer, 
record producers, record labels and family estates from which the Directors 
will seek to acquire such music rights. 
 
The OMIP management team will work with artists' business managers, personal 
managers, accountants and lawyers to identify opportunities to buy music 
rights. Through this pro-active approach, the management team believes that the 
Company will be able to deploy the debt and equity capital raised quickly and 
efficiently. 
 
How music publishing works 
 
Song writing and producing is the act of creating music. Publishing exploits 
the musical creation through various revenue outlets. The music publisher 
(or publishing company) is responsible for ensuring the songwriters and 
composers receive payment when their compositions are used commercially. The 
copyrights owned and administered by publishing companies are one of the most 
important forms of intellectual property in the music industry. Publishing 
companies play a central role in managing this vital asset. A songwriter or 
composer "assigns" the copyright of their composition to a publishing company. 
In return, the publishing company licenses compositions, helps monitor where 
compositions are used, collects royalties and distributes them to the 
composers. They also secure commissions for music and promote existing 
compositions to recording artists, film and television. 
 
The creator of a song, the songwriter, owns the "composition" rights. The 
songwriter typically, by way of a publisher, grants a license to an artist to 
make a recording or a performance of the song. The artist, typically through a 
record label, may then, depending on the contractual arrangements in place, be 
entitled to a payment for every copy sold of their recording of that song (the 
technical term is a phono-record, which covers vinyl, CDs, tapes or downloads). 
The recording artist (or a record label) then owns the rights to the "sound 
recording" or "master" and also receives payments for every copy of the 
recording made. If the songwriter is also the recording artist, then they will 
typically receive both of these royalty streams. If another artist wants to 
perform a "cover" of the song, the songwriter or the owner of the composition 
rights (if they have been sold) will be entitled to payment for each copy, 
download or stream of the song. In order to do this, the new artist, typically 
through its record label, must procure a mechanical license. The payments are 
called the mechanical royalties. 
 

In the US, the royalty rates paid are set by the Copyright Royalty Board 
("CRB"). The CRB was created by the Copyright Royalty and Distribution Reform 
Act 2004. When an artist wants to record a song, a statutory license is created 
by law, which gives the licensee the right to a compulsory license with the 
songwriter being entitled to the statutory rate per copy. However, the licensee 
can negotiate a lower rate with the songwriter or the owner of the composition 
rights, but in practice the latter is only likely to agree if the artist is 
particularly well known and is likely to generate a very high rate of sales. 
The CRB confirmed in January 2018 that songwriters and music publishers' 
royalties from on-demand subscription services would increase during the 
five-year term between 2018 and 2022 to 15.1 per cent. of revenue, an increase 
of up to 43.8 per cent. on the revenues prior to 2018. 
 
As well as mechanical rights, there are also performance and synchronisation 
rights that accrue to the songwriter/publisher for the use of music in radio, 
playing in public areas, streaming (performance royalties) and movies, TV 
shows, commercials, music videos and gaming etc. (synchronisation royalties). 
Songwriters sign with a performance rights organisation who collects royalties 
from radio stations, bars, restaurants and other venues where the music is 
used. In the US, most artists sign with the American Society of Composers, 
Authors and Publishers (ASCAP) or Broadcast Music, Inc. (BMI). In the UK, the 
equivalent organisation is the PRS for Music. 
 
With regard to digital platforms like iTunes, in most markets the platform pays 
the collection societies for the publishing element of each sale and also to 
the record company for the recording artist's share. In markets such as USA, 
Mexico and India, the digital platform pays the record company and the record 
company then pays the publisher for their share of the sale. Streaming services 
like Spotify are responsible for making payments to the songwriter/publishing 
company and the artist. 
 
Given the complexity involved in managing music publishing rights, it is not 
practical for artists to collect all the revenue due to them directly. They 
will, therefore, usually engage a music publishing company to administer their 
rights for them. In many cases, where rights are sold, songwriters have decided 
to monetise their rights and will sell them for a one-off payment. 
 
The Directors believe that of the money spent by consumers on music 
consumption, around 10 per cent. is received by the publisher (which is then 
shared with the songwriter). Approximately 60 per cent. is received by the 
record label (which is then shared with the artist) and 30 per cent. is 
received by either the music platform, ticket seller, promotor or collection 
agent depending upon how the music is consumed. 
 
Market activity 
 
Recent rights deals have demonstrated that there is high demand for music 
publishing and songwriters' rights. Recent transactions include: 
 
 1. Roundhill acquisition of the Carlin America publishing catalogue (January 
    2018) 
 
Roundhill reportedly raised approximately US$175 million in equity financing 
from institutional investors and around US$75 million in debt from SunTrust to 
fund the acquisition of the Carlin America publishing catalogue for US$245 
million. Carlin America's artists include Elvis Presley, AC/DC, Artie 
Resnick, Bobby Darin, Faron Young, Hank Ballard, Rudy Clark, Fats Domino and 
Billie Holiday. 
 
      2. Primary Wave acquisition of a share of Bob Marley's music publishing 
catalogue (January 2018) 
 
Primary Wave, backed by institutional investors including BlackRock, acquired 
an 80 per cent. share of two publishing catalogues: Bob Marley's songs and Blue 
Mountain Music, including songs from Marley, Toots and the Maytals, Free, 
U2 and the Waterboys, from Island Record's founder Chris Blackwell for US$50 
million. 
 
      3. Concord Bicycle Music acquisition of Imagem music publishing catalogue 
(June 2017) 
 
Concord Bicycle Music acquired the Imagem music publishing catalogue which 
included the Rodgers & Hammerstein and Boosey & Hawkes music catalogues and 
publishing rights for pop songs performed by artists such as Kaiser Chiefs, 
Justin Timberlake, Wynton Marsalis, Phil Collins, Genesis, The Temper Trap, 
Vampire Weekend, M.I.A. and Daft Punk. Imagem was acquired from Stichting 
Pensioenfonds ABP for a reported US$600 million. 
 
      4. Kobalt Capital acquisition of Songs Music Publishing's catalogue 
(December 2017) 
 
Kobalt Capital acquired Songs Music Publishing's catalogue which included 
Lorde's 'Royals', The Weeknd's 'Can't Feel My Face', 'The Hills' and 'Starboy', 
and Mark Ronson's 'Uptown Funk'. Kobalt Capital also now represents Diplo and 
Major Lazer. The acquisition was for a reported US$150 million. 
 
      5. Universal Music acquisition of Stiff Records' publishing catalogue 
(December 2017) 
 
Universal's publishing arm acquired the rights to songs owned by Stiff Records, 
as well as the labels ZTT and Perfect Songs, from Trevor Horn, the producer and 
former member of 'Video Killed the Radio Star' band The Buggles. Stiff Records 
was the UK independent label behind acts including Elvis Costello and Madness. 
 
      6. Hipgnosis Song Funds GBP202 million equity fundraising 
 
Hipgnosis Song Funds Limited listed on the London Stock Exchange raising 
approximately GBP202 million and offering exposure to songs and associated 
musical intellectual property rights, which the Directors believe demonstrates 
the growing interest in the acquisition of music rights. 
 
Market opportunity 
 
IFPI released its Global Music Report 2018 in April 2018 and reported that the 
global recorded music market grew by 8.1 per cent. in 2017, its third 
consecutive year of growth since IFPI began tracking the market in 1997. Total 
revenues for 2017 were US$17.3 billion. 
 
According to IFPI, streaming remains the main driver of recovering revenues 
and, for the first time, has become the single largest revenue source with 176 
million users of paid streaming services contributing to year-on-year streaming 
growth of 41.1 per cent. Streaming now accounts for 38.4 per cent. of total 
recorded music revenue globally and its growth has more than offset a 5.4 per 
cent. decline in physical revenue and a 20.5 per cent. decline in download 
revenue. Total digital income last year accounted for more than half of all 
revenue (54 per cent.) for the first time. 
 
According to the British Phonographic Industry's All About The Music 2018 
report, music consumption in the UK in terms of album equivalent sales 
increased by 9.5 per cent. in 2017 to 135.1 million. Growth was solely driven 
by a 51.5 per cent. increase in the number of tracks streamed on dedicated 
audio services such as Spotify, Apple Music, Amazon Unlimited and Deezer. Track 
equivalent albums (singles sold divided by 10), physical albums and digital 
albums all fell by 24.2 per cent., 9.5 per cent. and 23.4 per cent. 
respectively. Recorded music revenues in the UK rose by 10.6 per cent. in 2017. 
The report noted that UK record labels had seen the highest annual growth since 
1995. Overall, revenues in the UK were almost GBP840 million, approaching the 
level last seen in 2010. Revenues from streaming rose by 41.1 per cent. 
 
Total global recorded music revenues were US$17.3 billion in 2017 up from 
US$16.0 billion in 2016. Revenues were split as follows: 
 
Digital                                                    54 per cent. 
 
Physical                                                 30 per cent. 
 
Performance rights                                14 per cent. 
 
Synchronisation                                       2 per cent. 
 
The initial wave of technological change in the 1990s resulted in a sharp fall 
in music revenues as people were able to access music for free through the 
internet. In 1998, consumers spent 7.6 per cent. of their total entertainment 
spend on music, but in 2015, this figure was only 4.2 per cent. According to 
Nielsen, 93 per cent. of consumers regularly listen to music in the US, however 
YouTube estimates only 20 per cent. of consumers currently pay for it. In 2015, 
the average spend on music per person per annum in developed markets was 
US$15.00 and US$1.00 in emerging markets. However, there is evidence that the 
second wave of technological change involving smartphones, smart speakers and 
streaming will result in rapid growth in music revenues over the next few 
years. Indeed, Goldman Sachs expects global recorded music revenues to reach 
US$41 billion by 2030 with subscription streaming accounting for over 68 per 
cent. at US$28 billion (US$34 billion including ad-funded streaming revenues). 
 
The growth of streaming has been impressive over the last couple of years. In 
the first half of 2016, US consumers streamed 630 million songs per day, a 
year-on-year increase of 97 per cent. There are now approximately 57 streaming 
platforms in the US and approximately 400 globally. Recent figures suggest 
Amazon has around 16 million subscribers through its Amazon Prime Music and 
Music Unlimited services, Spotify has around 75 million, Apple Music has 
approximately 40 million, Deezer about 6 million and Pandora around 6 million 
subscribers (all figures rounded to the nearest million). It is estimated that 
streaming revenues grew from US$0.4 billion in 2010 to US$6.6 billion in 2017. 
Streaming is most popular with millennials and 4 out of 10 of the most 
downloaded apps amongst this age group in 2016 were music apps. In 2016 Spotify 
estimated 72 per cent. of its US listeners were millennials and millennials 
spend more money than the average consumer on music streaming which means that 
music is core to most new technology hardware offerings as manufacturers seek 
to attract this crucial age group. The Directors believe that all of this bodes 
well for the music industry, including music publishers. 
 
The Recording Industry Association of America ("RIAA") released its full-year 

figures for the US recorded music industry in May 2018. They showed that there 
was a 17 per cent. year-on-year rise in recorded-music retail revenues in 2017 
from US$7.5 billion in 2016 to US$8.7 billion in 2017. This growth was driven 
by paid subscription revenues, which increased by 63 per cent. to US$4.0 
billion in 2017 and accounted for 47 per cent. of recorded music revenues in 
the US during the year. Revenues from ad-supported on-demand streaming services 
increased by 35 per cent. to US$659 million in 2017 with approximately 300 
billion songs streamed by users. 
 
Streaming has three sub-categories: subscription services (e.g. paid versions 
of Spotify, Tidal, Amazon and Apple Music), digital and customised radio (e.g. 
Pandora, Sirius XM and other internet radio providers) and ad-supported 
on-demand streaming services (e.g. Spotify, Vevo, YouTube and Sound Cloud). In 
2017, US revenues for each of these were as follows: 
 
Subscription services                                      US$4 million 
 
Digital and customised radio                       US$914 million 
 
Ad-supported on-demand                          US$659 million 
 
Although ad-supported on-demand streaming is the smallest category in the US, 
it is proving to be very popular in territories such as China, allowing the 
monetisation of music in areas of the world where previously this was not 
typically the case. It is expected that the availability of ad-supported 
on-demand streaming will result in dramatic growth for streaming services in 
emerging markets. China is expected to be one of the fastest growing streaming 
markets over the next decade as ownership of smart phones and smart speakers 
continues to rise. In 2015, the ad-supported on-demand streaming market 
totalled US$1.5 billion and this is likely to rise to over US$7 billion by 
2030. To put these figures in context, the global advertising spend in 2018 is 
expected to reach US$572 billion with radio accounting for US$32.6 billion of 
this. 
 
The growth of streaming is closely linked to the increase in the number of 
smartphone users, but in 2015 only 2 per cent. of smartphone users were 
subscribed to a paid streaming service. Goldman Sachs estimates that 9 per 
cent. of smartphone users will be using a streaming service by 2030. The advent 
of free streaming has resulted in a sharp drop in piracy and it is estimated 
that the proportion of internet users accessing unlicensed music services from 
desktop-based devices fell globally from 30 per cent. to 20 per cent. between 
2012 and 2015. This trend is expected to continue. Growth may also be 
stimulated by the adoption and increased penetration of certain technologies 
such as internet-connected cars, the availability of 5G mobile services and 
voice-activated devices. 
 
The Directors believe that the growth of streaming is extremely good news for 
owners of back catalogues and has revitalised the long tail of music through 
the creation and distribution of playlists on online music stores and streaming 
services. Playlists allow users to discover new artists, both nascent artists 
or established artists who are new to the user, and can increase the revenues 
available to owners who might otherwise have found that following their initial 
release their song stopped generating revenues as time went on. The lower price 
point from streaming services compared with purchasing a back catalogue in 
physical or digital format is also helping to revitalise this music. The 
average Walmart store in the US sells 21,000 tracks, but over 30 million tracks 
are available on each of Apple Music and Spotify. Tracks recorded before 2015 
accounted for 55.3 per cent. of all music streaming in the UK in 2017 with 300 
tracks from this period having been played over 10 million times across the 
course of the year, which illustrates the revitalisation of the back catalogue. 
In addition, catalogue songs (those released more than 18 months ago) accounted 
for 70 per cent. of all streaming volumes in 2015, but only represented 50 per 
cent. of physical album sales and downloads. The Directors expect that this 
trend will be very favourable to the Company as it builds its music rights 
catalogue. 
 
The impact of streaming is expected to positively impact music publishing 
revenues, which Goldman Sachs believes will rise from US$5.4 billion in 2015 to 
US$9.3 billion in 2030. Again, the Directors anticipate that this trend will be 
beneficial to OMIP as it acquires its music rights catalogue. 
 
Competitors 
 
With regard to the acquisition of music rights, the Directors believe there are 
a number of parties who are active in the acquisition of music rights, who fall 
into three broad categories based on a typical acquisition size: 
 
  * "Small-scale" competitors including independent publishers and operators 
    such as Bucks Music Group, Chelsea Music Publishing, Mojo Music & Media, 
    Notting Hill Music and Silva Screen Records; 
 
  * "Medium-scale" competitors including DownTown Music Publishing, Music Sales 
    Group and Hipgnosis; and 
 
  * "Large-scale" competitors including BMG, Concord Bicycle Music, Kobalt 
    Capital, Round Hill, Sony Music, Universal Music Group and Warner Music 
    Group. 
 
Use of proceeds 
 
OMIP intends that the net proceeds from the Placing, the Subscription and the 
issue of the Loan Notes will be used to acquire music publishing rights, artist 
recordings and songwriters' rights. The Company may look to raise further 
equity capital in the future in order to enable it to undertake additional 
acquisitions once the proceeds of this fundraise have been deployed. 
 
The acquisition pipeline 
 
The Company is considering a number of potential music IP rights acquisitions, 
including those that have been introduced by Ninelives. The Directors will 
adopt a strict criteria in considering acquisitions, in particular that 
acquisitions will be of music rights with an established historical revenue 
stream and typically not music written in the last five years. The Directors 
will, where appropriate, look to acquire music rights that have opportunities 
to further enhance revenues from exploitation of the rights and/or 
opportunities from synchronisation usage. 
 
With effect from Admission, the Company is expected to be in a position to make 
offers to acquire music publishing rights and/or songwriters' rights and the 
focus of the management team will be on completing a number of acquisitions in 
the coming year subject to satisfactory due diligence. It should be noted that 
acquisitions are expected to be made in the US as well as the UK and that this 
would give rise to additional US Dollar income streams in the future. 
 
Whilst the Company is in discussions regarding a number of potential 
acquisitions, there is no guarantee that any of these potential acquisitions 
will be successfully concluded by the Company. 
 
Current trading and prospects 
 
The Company announced its interim results for the period ended 30 April 2018 on 
26 July 2018 which provides an update on trading for that period. 
 
The Placing and Subscription 
 
The Company proposes to raise a minimum of GBP1.9 million by way of a 
non-pre-emptive equity Placing and Subscription, and up to GBP6 million through 
the issue of Loan Notes, to purchase music rights. The placing price of 6 pence 
per New Ordinary Share represents a premium of 140 per cent. to 2.5 pence per 
Ordinary Share, being the price at which Lord Michael Grade and Ivan Dunleavy 
first invested in the Company in December 2017, and a discount of approximately 
42.2 per cent. to the closing price of 10.375 pence on 30 August 2018, being 
the last practicable trading day prior to the release of this announcement. 
 
As part of the Company's market sounding exercise, the Company received an 
indication of interest from BGF that they would invest GBP600,000 (gross) as part 
of the Subscription. The Company has also conditionally agreed to grant options 
to BGF and details of these options are described below. An offer to grant 
options with the same conditions for exercise, downround protection and 
adjustment criteria as the options to be granted to BGF has been made by the 
Company in respect of an indication of interest received from a cornerstone 
investor. It is intended that the options will be granted to the cornerstone 
investor at Admission if the indication is confirmed. 
 
Lord Michael Grade and Ivan Dunleavy have each indicated an intention to invest 
GBP37,500 in the Subscription. 
 
Placing 
 
The Placing Shares will be placed with existing and new investors by Panmure 
Gordon, acting as agent for the Company, in accordance with the terms of the 
Placing Agreement. The exact number of Placing Shares to be placed will be 
determined by the Company and Panmure Gordon at the close of the Bookbuild and 
announced by the Company shortly thereafter. 
 
The Placing Agreement contains warranties from the Company in favour of Panmure 
Gordon in relation to (amongst other things) the Company and its business. In 
addition, the Company has agreed to indemnify Panmure Gordon in relation to 
certain liabilities they may incur in undertaking the Placing. Panmure Gordon 
has the right to terminate the Placing Agreement in certain circumstances prior 
to Admission. In particular, Panmure Gordon may terminate in the event that 
there has been a breach of any of the warranties or for force majeure. The 
Placing will not be underwritten. 
 
The Placing is conditional upon, amongst other things, the Placing Agreement 
having become unconditional in all respects, shareholder approval to issue the 
Placing Shares being granted at the EGM and Admission. Pursuant to the terms of 
the Placing Agreement, Panmure Gordon has agreed to use reasonable endeavours 
to procure Placees for the Placing Shares. 
 
The Placing will be effected by way of the Bookbuild to be managed by Panmure 
Gordon and will be conducted in accordance with the terms and conditions set 
out in Appendix II of this announcement. The Bookbuild will commence with 

immediate effect and the book is expected to close no later than 4.30 p.m. BST 
today, 31 August 2018, but Panmure Gordon reserves the right to close the book 
earlier or later, without further notice. The Company has received non-binding 
indications of interest from potential institutional investors for the Placing 
during a pre-marketing process. 
 
Subscription 
 
The Subscription Shares will be issued to the Subscribers, at the Subscription 
Price, by the Company pursuant to the Subscription Agreements. The Subscription 
is conditional upon shareholder approval to issue the Subscription Shares being 
granted at the EGM and Admission. The exact number of Subscription Shares to be 
placed will be determined by the Company and Panmure Gordon at the close of the 
Bookbuild and announced by the Company shortly thereafter. 
 
New debt facilities 
 
On 30 August 2018, BGF entered into the BGF Subscription Agreement in relation 
to the Loan Notes. Under the terms of the BGF Subscription Agreement BGF has 
conditionally agreed to subscribe for an initial tranche of GBP1.9 million Loan 
Notes ("Tranche 1"), before costs. Tranche 1 is conditional on, amongst other 
things, Admission and will be draw down immediately on satisfaction of these 
conditions. The same day, the Company executed the Loan Note Instrument 
creating up to GBP1,900,000 in unsecured fixed rate loan notes. 
 
Pursuant to the terms of the BGF Subscription Agreement, for a period of 24 
months from 30 August 2018 the Company shall have the option to draw down an 
additional two tranches of Loan Notes - a second tranche of GBP2.325 million 
("Tranche 2") and a final tranche of GBP1.775 million ("Tranche 3"), before costs 
- subject to certain conditions being satisfied, including the granting of 
approval to the draw down by BGF's internal investment committee and the 
repetition of warranties by the Company. Transaction fees will be payable on 
the drawdown of each of the Tranches. The funds raised through the issue of the 
Loan Notes will be used to part fund the Company's music rights acquisitions. 
 
The Loan Notes will accrue interest at a fixed rate of 7 per cent. per annum 
from the date of issue, which in relation to Tranche 1 shall be paid in cash 
quarterly commencing on 2 September 2019. The relevant dates for Tranche 2 and 
Tranche 3 will be confirmed if and when the relevant Loan Notes are issued. The 
Loan Notes issued in Tranche 1 shall be redeemed in four equal tranches that 
will be due bi-annually from 31 December 2023. The Loan Notes issued in 
Tranches 2 and 3 shall also be redeemed in four equal tranches which will be 
due bi-annually commencing on the fifth anniversary of the date of issue. The 
Company has the option for early redemption of the Loan Notes, subject to a 
minimum redemption payment. The Loan Notes issued in Tranche 1 will become 
repayable, along with an early repayment fee, in the event that the Company has 
not acquired a music catalogue within 12 months of Admission. 
 
Under the terms of the BGF Subscription Agreement, BGF shall have the right to 
appoint an independent non-executive director to the Board for so long it holds 
either Loan Notes or 15 per cent. or more of the issued share capital of the 
Company. In addition, BGF has certain consent rights in relation to actions 
taken by the Company. Customary representations, undertaking and events of 
default are set out in the BGF Subscription Agreement. 
 
Pursuant to the terms of the BGF Subscription Agreement, upon the subscription 
by BGF to each of Tranches 1, 2 and 3 the Company has agreed to simultaneously 
grant options over Ordinary Shares to BGF. The Company shall enter into the BGF 
Option Agreement immediately following Admission, at which time the BGF Options 
shall be granted. Further details of the BGF Option Agreement are set out 
below. Similar option agreements will be entered upon the drawdown of Tranches 
2 and 3. 
 
Option Agreements 
 
BGF Option Agreement 
 
The Company shall enter into the BGF Option Agreement with BGF immediately 
following Admission. Pursuant to the BGF Option Agreement, BGF shall have the 
right to subscribe for up to GBP1,250,000 of Ordinary Shares exercisable in whole 
or in part at a subscription price equal to the Placing Price per Ordinary 
Share. The BGF Options can be exercised at any time from Admission until the 
seventh anniversary of the creation of the BGF Options. 
 
The BGF Options have downround protection and in the event that the Company 
issues Ordinary Shares at a price less than 6 pence within 24 months of 
Admission, the exercise price of the BGF Options shall be adjusted in 
accordance with the terms of the BGF Option Agreement. In addition, the option 
will be adjusted in certain circumstances, including where the company conducts 
a share split or share consolidation. Upon the exercise of the BGF Options in 
accordance with the BGF Option Agreement, BGF shall be issued with Ordinary 
Shares. 
 
The options to be granted to BGF on the subscription for Tranches 2 and 3, 
pursuant to the BGF Subscription Agreement, shall be on identical terms to the 
BGF Option Agreement, subject to any necessary adjustments due to the later 
date of issue of those options. 
 
Cornerstone Investor 
 
An offer to grant options with the same conditions for exercise, downround 
protection and adjustment criteria as the options to be granted to BGF has been 
made by the Company in respect of an indication of interest received from a 
cornerstone investor. It is intended that the options will be granted to the 
cornerstone investor at Admission if the indication is confirmed. 
 
Risks and uncertainties 
 
Investors should consider carefully the following potential risks and 
uncertainties and other information in this Announcement before they decide to 
invest. An investment in the Ordinary Shares involves risk and investors may 
lose part or all of their investment. All the information contained in this 
Announcement should be considered in the light of the risk factors set out 
below. This list is not comprehensive, but will provide investors with the main 
risks involved in investing. 
 
The main risk factors considered by the Directors to be relevant when 
considering an investment in the Company are shown below. 
 
Risks relating to operating history, past performance and future performance 
 
Past performance and historical information is not an indication of future 
performance. The Company's actual performance could differ materially from 
projections. The Company is operating in a competitive industry where the 
commercial risks are high. The Company is looking to expand significantly 
through acquisition. Consequently, evaluation of the Company's prospects must 
be considered in the light of the risks, expenses and difficulties frequently 
encountered by companies pursuing an acquisition strategy. 
 
Risk relating to income 
 
As a result of the move from download to streaming, the existing business 
suffered a fall in revenues and profits in 2016. It experienced a recovery in 
2017. The Company remains a small entity within the global music market and its 
revenues may be disproportionately affected by any adverse market or wider 
economic conditions. Acquisitions will be made based on historical reported 
income for the assets that are being purchased. However, there is no guarantee 
that this income stream will continue in the future at the same level, or at 
all. 
 
Risks relating to the music industry 
 
The music industry experienced a sharp decline in revenues and profitability 
over a number of years and has recently seen a recovery. Although the Directors 
believe that the recovery will continue, driven by the increasing popularity of 
streaming, there is no guarantee that this will continue. 
 
Future funding requirements 
 
Once the proceeds of the Placing and Subscription have been deployed, the 
Company will likely look to raise further equity capital to make acquisitions 
of additional music rights. 
 
There is no certainty that it will be possible for the Company to raise 
addition equity capital at all or on acceptable terms. In addition, the terms 
of any such financing may be dilutive to, or otherwise adversely affect, 
Shareholders. 
 
Currency risk 
 
Some of the Company's revenues are generated in jurisdictions outside of the UK 
in currencies other than Pounds Sterling. The Company reports its financial 
information in Pounds Sterling, with any revenues generated in other currencies 
being subject to foreign currency exchange risks due to exchange rate 
movements, which may affect the Company's transaction costs and the translation 
of its results. 
 
Brexit risk 
 
On 23 June 2016, the UK held a referendum on its continued membership of the 
European Union, which resulted in a vote for the UK to exit the European Union. 
There are significant uncertainties as to the terms of such an exit and the 
timeframe for doing so in the case that a transition period is agreed with the 
other members of the European Union. There are also significant uncertainties 
as to the current and future fiscal, monetary and regulatory landscape in the 
UK, including but not limited to the regulation of the financial services 
industry and questions over how, when and to what extent the exit will have an 
impact more generally on the economy of the UK and the growth of various 
industries, levels of investor activity and confidence in market performance. 
 
General risks 
 
An investment in the Company is only suitable for investors capable of 
evaluating the risks and merits of such investment and who have sufficient 
resources to bear any loss which may result from the investment. A prospective 
investor should consider with care whether an investment in the Company is 
suitable for them in the light of their personal circumstances and the 
financial resources available to the potential investor. 
 
Investment in the Company should not be regarded as short-term in nature. There 
can be no guarantee that there will be any appreciation in any investment in 

the Company. Investors may not get back the full amount initially invested. 
 
The price of the Ordinary Shares and the income derived from them can go down 
as well as up. Past performance is not necessarily a guide to the future. 
 
Changes in economic conditions including, for example, interest rates, rates of 
inflation, industry conditions, competition, political and diplomatic events 
and trends, tax laws and other factors can substantially and adversely affect 
equity investments and the Group's prospects. Before making any investment 
decision, prospective investors are strongly advised to consult an independent 
adviser authorised under FSMA who specialises in advising upon investments. 
 
Market Abuse Regulation 
 
This Announcement contains inside information for the purposes of Article 7 of 
EU Regulation 596 of 2014 ("MAR"). In addition, market soundings (as defined in 
MAR) were taken in respect of the Placing with the result that certain persons 
became aware of inside information (as defined in MAR), as permitted by MAR. 
This inside information is set out in this Announcement. Therefore, those 
persons that received inside information in a market sounding are no longer in 
possession of such inside information relating to the Company and its 
securities. 
 
Circular and Notice of Extraordinary General Meeting 
 
The Company expects to publish a Circular in connection with the Placing and 
Subscription, which will contain a notice convening an EGM in order to approve 
the matters necessary to implement these actions, in due course. A copy of the 
Circular will be made available on the Company's website at http://omip.co.uk/ 
investor-relations/. 
 
The EGM is expected to be convened for 11.00 a.m. on 19 September 2018 and will 
take place at the offices of the Company's solicitors, Reed Smith LLP at The 
Broadgate Tower, 20 Primrose Street, London EC2A 2RS. The actions that 
Shareholders should take to vote on the Resolutions will be set out in the 
Circular, along with the recommendation of the Board of Directors of the 
Company. 
 
Expected timetable 
 
Anticipated date of posting the Circular                     3 September 2018 
 
Last time and date for receipt of Forms of Proxy and         11.00 a.m. on 17 
CREST Proxy Instructions                                       September 2018 
 
EGM                                                          11.00 a.m. on 19 
                                                               September 2018 
 
Admission and dealings in the New Ordinary Shares             8.00 a.m. on 25 
expected to commence on AIM                                    September 2018 
 
Where applicable, expected date for CREST accounts          25 September 2018 
to be credited for New Ordinary Shares in 
uncertificated form 
 
Where applicable, expected date for despatch of             By 2 October 2018 
definitive share certificates in respect of New 
Ordinary Shares in certificated form 
 
 
Settlement and dealings 
 
Application has been made to the London Stock Exchange for the New Ordinary 
Shares to be admitted to trading on AIM. 
 
Settlement for the New Ordinary Shares and Admission is expected to take place 
on or before 8.00 a.m. on 25 September 2018. The Placing and Subscription are 
conditional upon, amongst other things, Admission becoming effective and the 
Placing Agreement not being terminated in accordance with its terms. 
 
Definitions 
 
The following definitions apply in this Appendix to this Announcement, and as 
the context shall admit, in the Announcement: 
 
Admission          admission of the New Ordinary Shares to trading on AIM 
                   becoming effective in accordance with the AIM Rules 
 
AIM                AIM, a market operated by the London Stock Exchange 
 
AIM Rules          the AIM Rules for Companies published by the London Stock 
                   Exchange 
 
Announcement       this announcement, including this appendix and the terms 
                   and conditions set out herein 
 
B2B                business-to-business 
 
B2C                business-to-consumer 
 
BGF                BGF Investments LP or BGF Investment Management Limited as 
                   the case may be 
 
BGF Option         an option agreement to be entered into between the Company 
Agreement          and BGF immediately following Admission, pursuant to which 
                   BGF will be granted options to subscribe for up to GBP 
                   1,250,000 Ordinary Shares 
 
BGF Options        options granted to BGF pursuant to the terms of the BGF 
                   Option Agreement 
 
BGF Subscription   the subscription agreement entered into by the Company and 
Agreement          BGF on 30 August 2018, pursuant to which BGF conditionally 
                   agrees to subscribe for the Loan Notes 
 
Board              the board of directors of the Company 
 
Bookbuild          the bookbuild process to be conducted by Panmure Gordon to 
                   arrange participation by Placees in the Placing 
 
BST                British Summer Time 
 
Cairn              Cairn Financial Advisers LLP, a limited liability 
                   partnership registered in England and Wales under number 
                   OC351689 whose registered office is at Cheyne House Crown 
                   Court, 62-63 Cheapside, London, England, EC2V 6AX and who, 
                   at the date of this Announcement is appointed as the 
                   nominated adviser to the Company 
 
Company            One Media IP Group plc, a company registered in England and 
                   Wales under number 05799897 whose registered office is at 
                   623 East Props Building, Pinewood Studios Pinewood Road, 
                   Iver Heath, Bucks, SL0 0NH 
 
CRB                the US Copyright Royalty Board 
 
CREST              the computerised settlement system to facilitate transfer 
                   of the title to an interest in securities in uncertificated 
                   form operated by Euroclear UK & Ireland 
 
Directors          the directors of the Company 
 
EEA                European Economic Area 
 
EGM                the extraordinary general meeting of the Company's 
                   shareholders at 11.00 a.m. on 19 September 2018 
 
Euroclear UK &     Euroclear UK & Ireland Limited 
Ireland 
 
FCA                the Financial Conduct Authority 
 
Form of            the form of confirmation or contract note made between 
Confirmation       Panmure Gordon and the Placees which incorporate by 
                   reference the terms and conditions of the Placing contained 
                   in this Announcement 
 
FSMA               the Financial Services and Markets Act 2000 
 
Group              the Company and its subsidiary undertakings (and "Group" 
                   shall be construed accordingly) 
 
Loan Note          the loan note instrument to be executed by the Company 
Instrument         creating Tranche 1 
 
Loan Notes         the up to GBP6 million unsecured fixed rate loan notes to be 
                   created by the Company 
 
London Stock       London Stock Exchange plc 
Exchange 
 
MAR                the EU Market Abuse Regulation (2014/596/EU) 
 
New Ordinary       the Placing Shares and the Subscription Shares 
Shares 
 
Ninelives          Ninelives Capital Limited, a company incorporated in 
                   England with company number 10146294 and having its 
                   registered office at C/O Ojk Ltd, 180 Great Portland 
                   Street, London, England, W1W 5QZ 
 
NPS                Net Publisher's Share of revenue 
 
Ordinary Shares    ordinary shares of 0.5 pence each in the capital of the 
                   Company 
 
Panmure            Panmure Gordon (UK) Limited, a company registered in 
                   England and Wales under number 04915201 whose registered 
                   office is at One New Change, London, EC4M 9AF and who at 
                   the date of this Announcement is appointed as broker to the 
                   Company 
 
Placees            persons who agree, by making an oral and legally binding 
                   offer, to subscribe for Placing Shares at the Placing Price 
 
Placing            the conditional placing of the Placing Shares by Panmure 
                   Gordon on behalf of the Company at the Placing Price, in 
                   accordance with the Placing Agreement 
 
Placing Agreement  the agreement between the Company and Panmure Gordon 
                   relating to the Placing 
 
Placing Price      6 pence per Placing Share 
 
Placing Shares     the new Ordinary Shares which are to be issued pursuant to 
                   the Placing, conditional, inter alia, on the passing of the 
                   Resolutions 
 
Resolutions        the resolutions required to be passed by the Shareholders 
                   at the EGM to grant authority to, among other things, issue 
                   the New Ordinary Shares and the Ordinary Shares underlying 
                   the Loan Notes and the Options 
 
Shareholders       holders of the Company's shares from time to time 
 
Subscribers        persons who agree, by entering into a Subscription 
                   Agreement, to subscribe for Subscription Shares at the 
                   Subscription Price 
 
Subscription       the conditional subscription for the Subscription Shares, 
                   to be issued at the Subscription Price, in accordance with 
                   the Subscription Agreements 
 
Subscription       the agreements between the Company and each of the 
Agreement          Subscribers relating to the Subscription 
 
Subscription Price means 6 pence per Subscription Share 
 
Subscription       the new Ordinary Shares which are to be issued pursuant to 
Shares             the Subscription, conditional, inter alia, on the passing 
                   of the Resolutions 
 
TCAT               Technical Copyright Analysis Tool 
 
Tranche            each of Tranche 1, Tranche 2 and Tranche 3 or any of them, 
                   as the context requires 
 

Tranche 1          the initial tranche of GBP1,900,000 of Loan Notes being 
                   subscribed for by BGF at Admission, subject to certain 
                   conditions, pursuant to the BGF Subscription Agreement 
 
Tranche 2          the second tranche of GBP2,325,000 of Loan Notes 
                   conditionally subscribed for by BGF 
 
Tranche 3          the final tranche of GBP1,775,000 of the Loan Notes 
                   conditionally subscribed for by BGF 
 
UK or United       the United Kingdom of Great Britain and Northern Ireland 
Kingdom 
 
US or United       the United States of America 
States 
 
No statement in this Announcement is intended to be a profit forecast or 
estimate, and no statement in this Announcement should be interpreted to mean 
that earnings per Ordinary Share for the current or future financial years 
would necessarily match or exceed the historical published earnings per 
Ordinary Share. 
 
The price of Ordinary Shares and any income expected from them may go down as 
well as up and investors may not get back the full amount invested upon 
disposal of the Placing and Subscription Shares. Past performance is no guide 
to future performance, and persons needing advice should consult an independent 
financial adviser. 
 
The New Ordinary Shares to be issued pursuant to the Placing and Subscription 
will not be admitted to trading on any stock exchange other than the AIM market 
of the London Stock Exchange. 
 
Neither the content of the Company's website nor any website accessible by 
hyperlinks on the Company's website is incorporated in, or forms part of, this 
Announcement. 
 
By participating in the Placing, each person who is invited to and who chooses 
to participate in the Placing (a "Placee") by making an oral and legally 
binding offer to acquire Placing Shares will be deemed to have read and 
understood this Announcement in its entirety, to be participating, making an 
offer and acquiring Placing Shares on the terms and conditions contained herein 
and to be providing the representations, warranties, indemnities, 
acknowledgements and undertakings contained in the Appendix. 
 
Panmure Gordon, which is authorised and regulated in the UK by the FCA, is 
acting solely as broker exclusively for the Company and no one else in 
connection with the matters set out in this Announcement. In connection with 
such matters, Panmure Gordon will not regard any other person (including any 
Placee) as its client, nor will it be responsible to any other person for 
providing the protections afforded to clients of Panmure Gordon or for 
providing advice in relation any matter referred to herein. Panmure Gordon does 
not accept any responsibility whatsoever to any person other than the Company 
for the contents of this Announcement or for any statement made, or purported 
to be made, by it or on its behalf in connection with the Placing. Panmure 
Gordon accordingly disclaims all and any liability whether arising in tort, 
contract or otherwise which it might otherwise have in respect of this 
Announcement or any such statement. 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 Panmure Gordon or by any of its affiliates 
or agents as to, or in relation to, the accuracy or completeness of this 
Announcement or any other written or oral information made available to or 
publicly available to any interested party or its advisers, and any liability 
therefor is expressly disclaimed. 
 
Cairn is authorised and regulated by the FCA in the United Kingdom. Cairn is 
acting solely as nominated adviser exclusively for the Company and no one else 
in connection with the matters set out in this Announcement and will not regard 
any other person (whether or not a recipient of this Announcement) as its 
client nor will it be responsible to anyone other than the Company for 
providing the protections afforded to its clients or for providing advice in 
relation to the contents of this Announcement. Apart from the responsibilities 
and liabilities, if any, which may be imposed on Cairn by FSMA or the 
regulatory regime established thereunder, Cairn accepts no responsibility 
whatsoever, and makes no representation or warranty, express or implied, for 
the contents of this Announcement including its accuracy, completeness or 
verification or for any other statement made or purported to be made by it, or 
on behalf of it, the Company or any other person, in connection with the 
Company and the contents of this Announcement, whether as to the past or the 
future. Cairn accordingly disclaims all and any liability whatsoever, whether 
arising in tort, contract or otherwise (save as referred to above), which it 
might otherwise have in respect of the contents of this Announcement or any 
such statement. 
 
                                   Appendix 
 
FORWARD LOOKING STATEMENTS 
 
To the extent that this Announcement contains certain forward-looking 
statements with respect to certain of the Company's plans and its current goals 
and expectations relating to its future financial condition and performance, a 
number of risks and uncertainties exist. The Company cautions readers that any 
forward-looking statement is no guarantee of future performance and that actual 
results could differ materially from those contained in the forward-looking 
statements. 
 
A forward-looking statement can be identified by the fact that it does not 
relate only to historical or current facts. Forward-looking statements 
sometimes use words such as "aim", "anticipate", "target", "expect", 
"estimate", "intend", "plan", "goal", "believe", "predict" or other words of 
similar meaning. Examples of forward-looking statements include, amongst 
others, statements regarding or which make assumptions in respect of the 
planned use of the proceeds of the Placing, the liquidity position of the 
Company, the future performance of the Company, future foreign exchange rates, 
interest rates and currency controls, the future political and fiscal regimes 
in the overseas markets in which the Company operates, the Company's future 
financial position, plans and objectives for future operations and any other 
statements that are not historical fact. 
 
By their nature, forward-looking statements involve risk and uncertainty 
because they relate to future events and circumstances, including, but not 
limited to, economic and business conditions, the effects of continued 
volatility in credit markets, market related risks such as changes in interest 
rates and foreign exchange rates, the policies and actions of governmental and 
regulatory authorities, changes in legislation, the further development of 
standards and interpretations under International Financial Reporting Standards 
("IFRS") applicable to past, current and future periods, evolving practices 
with regard to the interpretation and application of standards under IFRS, the 
outcome of pending and future litigation or regulatory investigations, the 
success of future acquisitions and other strategic transactions and the impact 
of competition. A number of these factors are beyond the Company's control. As 
a result, the Company's actual future results may differ materially from the 
plans, goals, and expectations set forth in the Company's forward-looking 
statements. 
 
Any forward-looking statements made in this Announcement by or on behalf of the 
Company speak only as of the date they are made. These forward-looking 
statements reflect the Company's judgement at the date of this Announcement and 
are not intended to give any assurance as to future results. Except as required 
by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the 
Company expressly disclaims any obligation or undertaking to release publicly 
any updates or revisions to any forward looking statements contained in this 
Announcement to reflect any changes in the Company's expectations with regard 
thereto or any changes in events, conditions or circumstances on which any such 
statement is based. 
 
IMPORTANT NOTICES 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS 
ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET OUT 
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE 
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING 
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND 
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: 
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED 
INVESTORS AS DEFINED IN ARTICLE 2.1(e) OF DIRECTIVE 2003/71/EC AS AMED, (" 
QUALIFIED INVESTORS"), INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING 
DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT 
MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE UNITED KINGDOM, 
QUALIFIED INVESTORS AND: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL 
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED 
(THE "ORDER") (INVESTMENT PROFESSIONALS); OR (B) ARE PERSONS WHO FALL WITHIN 
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, 
ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT 
PERSONS"). 
 
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON 
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS 
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY 
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS 
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED ONLY WITH RELEVANT 
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR 
SUBSCRIPTION OF ANY SECURITIES IN ONE MEDIA IP GROUP PLC. 
 
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED 
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY 
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED 

STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN 
THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT 
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN 
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER 
JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND 
SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE 
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT. NO 
PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR 
ELSEWHERE. 
 
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED HEREIN 
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR 
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, 
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY 
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE 
UNLAWFUL. 
 
The distribution of this Announcement and/or the Placing and/or issue of the 
Placing Shares in certain jurisdictions may be restricted by law.  No action 
has been taken by the Company, Cairn, Panmure Gordon or any of their respective 
affiliates, agents, directors, officers or employees that would permit an offer 
of the Placing Shares or possession or distribution of this Announcement or any 
other offering or publicity material relating to such Placing Shares in any 
jurisdiction where action for that purpose is required.  Persons into whose 
possession this Announcement comes are required by the Company, Cairn and 
Panmure Gordon to inform themselves about and to observe any such restrictions. 
 
Neither this Announcement nor any part of it constitutes or forms part of any 
offer to issue or sell, or the solicitation of an offer to acquire, purchase or 
subscribe for, any securities in the United States (including its territories 
and possessions, any state of the United States and the District of Columbia 
(the "United States" or the "US")), Australia, Canada, Japan, New Zealand or 
the Republic of South Africa or any other jurisdiction in which the same would 
be unlawful.  No public offering of the Placing Shares is being made in any 
such jurisdiction. 
 
All offers of the Placing Shares will be made pursuant to an exemption under 
the Prospectus Directive from the requirement to produce a prospectus.  In the 
United Kingdom, this Announcement is being directed solely at persons in 
circumstances in which section 21(1) of FSMA does not apply. 
 
The Placing Shares have not been approved or disapproved by the US Securities 
and Exchange Commission, any state securities commission or other regulatory 
authority in the United States, nor have any of the foregoing authorities 
passed upon or endorsed the merits of the Placing or the accuracy or adequacy 
of this Announcement.  Any representation to the contrary is a criminal offence 
in the United States.  The relevant clearances have not been, nor will they be, 
obtained from the securities commission of any province or territory of Canada, 
no prospectus has been lodged with, or registered by, the Australian Securities 
and Investments Commission or the Japanese Ministry of Finance; the relevant 
clearances have not been, and will not be, obtained for the South Africa 
Reserve Bank or any other applicable body in the Republic of South Africa in 
relation to the Placing Shares and the Placing Shares have not been, nor will 
they be, registered under or offered in compliance with the securities laws of 
any state, province or territory of Australia, Canada, Japan, New Zealand or 
the Republic of 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, New Zealand or the Republic of South Africa or any other 
jurisdiction outside the United Kingdom. 
 
Persons (including, without limitation, nominees and trustees) who have a 
contractual right or other legal obligation to forward a copy of this 
Announcement should seek appropriate advice before taking any action. 
 
By participating in the Bookbuild and the Placing, each Placee will be deemed 
to have read and understood this Announcement in its entirety, to be 
participating, making an offer and acquiring Placing Shares on the terms and 
conditions contained herein and to be providing the representations, 
warranties, indemnities, acknowledgements and undertakings contained in this 
Appendix. 
 
In particular, each such Placee represents, warrants, undertakes, agrees and 
acknowledges (amongst other things) to Panmure Gordon and the Company that: 
 
1.         it is a Relevant Person and undertakes that it will acquire, hold, 
manage or dispose of any Placing Shares that are allocated to it for the 
purposes of its business; 
 
2.         in the case of a Relevant Person in a member state of the EEA which 
has implemented the Prospectus Directive (each, a "Relevant Member State") who 
acquires any Placing Shares pursuant to the Placing: 
 
(a) it is a Qualified Investor within the meaning of Article 2(1)(e) of the 
Prospectus Directive; and 
 
(b)  in the case of any Placing Shares acquired by it as a financial 
intermediary, as that term is used in Article 3(2) of the Prospectus Directive: 
 
(i) the Placing Shares 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 or in 
circumstances in which the prior consent of Panmure Gordon has been given to 
the offer or resale; or 
 
(ii) 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; 
 
3.         it is acquiring the Placing Shares for its own account or is 
acquiring the Placing Shares for an account with respect to which it exercises 
sole investment discretion and has the authority to make and does make the 
representations, warranties, indemnities, acknowledgements, undertakings and 
agreements contained in this Announcement; 
 
4.         it understands (or if acting for the account of another person, such 
person has confirmed that such person understands) the resale and transfer 
restrictions set out in this Appendix; 
 
5.         except as otherwise permitted by the Company and subject to any 
available exemptions from applicable securities laws, it (and any person on 
whose account it is acting, as referred to in paragraph 4 above) is not a US 
Person (as defined in Regulation S) and is located outside the United States 
and is acquiring the Placing Shares in an "offshore transaction" as defined in, 
and in accordance with, Regulation S; 
 
6.         it is aware that Rule 904 of Regulation S regarding "Offshore 
Resales" is not applicable to "affiliates" (as defined in Rule 405 of the 
Securities Act) of the Company; and 
 
7.         it has not offered, sold or delivered and will not offer to sell or 
deliver any of the Placing Shares to persons within the United States, directly 
or indirectly, or to, or for the account or benefit of, US Persons; neither it, 
its affiliates, nor any persons acting on its behalf, have engaged or will 
engage in any directed selling efforts (as defined in Regulation S) with 
respect to the Placing Shares; and it is not taking up the Placing Shares for 
resale in or into the United States. 
 
No prospectus 
 
The Placing Shares are being offered to a limited number of specifically 
invited persons only and will not be offered in such a way as to require any 
prospectus or other offering document to be published. No prospectus or other 
offering document has been or will be submitted to be approved by the FCA in 
relation to the Placing or the Placing Shares and Placees' commitments will be 
made solely on the basis of the information contained in this Announcement, the 
announcement of the results of the Placing (the "Result of Placing Announcement 
"), and any other announcement made through a regulatory information service ( 
"RIS") relating to the Placing (together, the "Placing Announcements") and any 
information publicly announced through a RIS by or on behalf of the Company on 
or prior to the date of this Announcement (the "Publicly Available Information 
") and subject to any further terms set forth in the Form of Confirmation sent 
to Placees by Panmure Gordon to confirm their subscription for Placing Shares. 
 
Each Placee, by participating in the Placing, agrees that the content of the 
Placing Announcements is exclusively the responsibility of the Company and 
confirms that it has neither received nor relied on any information (other than 
the Publicly Available Information), representation, warranty or statement made 
by or on behalf of Panmure Gordon, Cairn or the Company or any other person and 
none of Panmure Gordon, Cairn, the Company nor any other person acting on such 
person's behalf nor any of their respective affiliates has or shall have any 
liability for any Placee's decision to participate in the Placing based on any 
other information, representation, warranty or statement. Each Placee 
acknowledges and agrees that it has relied on its own investigation of the 
business, financial or other position of the Company in accepting a 
participation in the Placing. No Placee should consider any information in this 
Announcement to be legal, tax or business advice. Nothing in this paragraph 
shall exclude the liability of any person for fraudulent misrepresentation. 
 
Details of the Placing Agreement and the Placing Shares 
 
Panmure Gordon is acting as sole bookrunner in connection with the Placing and 
has today entered into the Placing Agreement with the Company under which, on 
the terms and subject to the conditions set out in the Placing Agreement, 

Panmure Gordon, as agent for and on behalf of the Company, has agreed to use 
its reasonable endeavours to procure Placees for the Placing Shares. 
 
The final number of Placing Shares at the Placing Price (as defined below) will 
be set out in a share placing supplement agreed between Panmure Gordon and the 
Company following the Bookbuild (the "Placing Supplement"). The Placing is not 
underwritten by Panmure Gordon or any other party. 
 
The Placing Shares will, when issued, be credited as fully paid up and will 
rank pari passu in all respects with the existing Ordinary Shares, including 
the right to receive all dividends and other distributions declared, made or 
paid on or in respect of the Ordinary Shares after the date of issue of the 
Placing Shares, and will on issue be free of all claims, liens, charges, 
encumbrances and equities. 
 
Application for listing and admission to trading 
 
Application will be made to the London Stock Exchange (the "Application") for 
admission to trading of the Placing Shares on AIM. 
 
It is expected that Admission of the Placing Shares will occur at or before 
8.00 a.m. BST on 25 September 2018 (or such later time and/or date, being not 
later than 8.00 a.m. BST on 1 October 2018, as the Company and Panmure Gordon 
may agree) and that dealings in the Placing Shares will commence at that time. 
 
Bookbuild 
 
Panmure Gordon will today commence the accelerated bookbuilding process to 
determine demand for participation in the Placing by Placees. This Announcement 
gives details of the terms and conditions of, and the mechanics of 
participation in, the Placing. No commissions will be paid to Placees or by 
Placees in respect of any Placing Shares. 
 
Participation in, and principal terms of, the Placing 
 
 1. Panmure Gordon is arranging the Placing as bookrunner and placing agent of 
    the Company. 
 
 2. Participation in the Placing will only be available to persons who may 
    lawfully be, and are, invited to participate by Panmure Gordon. Panmure 
    Gordon may itself agree to be a Placee in respect of all or some of the 
    Placing Shares or may nominate any member of its Company to do so. 
 
 3. The number of Placing Shares will be agreed by Panmure Gordon (in 
    consultation with the Company) following completion of the Bookbuild. 
    Subject to the execution of the Placing Supplement, the Placing Price and 
    the number of Placing Shares to be issued will be announced on an RIS 
    following the completion of the Bookbuild by way of the Result of Placing 
    Announcement. 
 
 4. To bid in the Bookbuild, prospective Placees should communicate their bid 
    by telephone to their usual sales contact at Panmure Gordon. Each bid 
    should state the number of Placing Shares which the prospective Placee 
    wishes to subscribe for and specify the amount that they are prepared to 
    pay per Placing Share. 
 
 5. Allocations of the Placing Shares will be determined by Panmure Gordon 
    after consultation with the Company (the proposed allocations having been 
    supplied by Panmure Gordon to the Company in advance of such consultation). 
    Subject to the execution of the Placing Supplement, allocations will be 
    confirmed orally by Panmure Gordon and a Form of Confirmation will be 
    despatched as soon as possible thereafter. Panmure Gordon's oral 
    confirmation to such Placee constitutes an irrevocable legally binding 
    commitment upon such person (who will at that point become a Placee), in 
    favour of Panmure Gordon and the Company, to acquire the number of Placing 
    Shares allocated to it and to pay the Placing Price in respect of such 
    shares on the terms and conditions set out in this Appendix and in 
    accordance with the Company's articles of association. Except with Panmure 
    Gordon's consent, such commitment will not be capable of variation or 
    revocation after the time at which it is submitted. 
 
 6. Each Placee's allocation and commitment will be evidenced by a Form of 
    Confirmation issued to such Placee by Panmure Gordon. The terms of this 
    Appendix will be deemed incorporated in that Form of Confirmation. 
 
 7. Irrespective of the time at which a Placee's allocation pursuant to the 
    Placing is confirmed, settlement for all Placing Shares to be subscribed 
    for pursuant to the Placing will be required to be made at the same time, 
    on the basis explained below under "Registration and Settlement". 
 
 8. All obligations under the Bookbuild and 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 having being 
    terminated on the basis referred to below under "Right to terminate under 
    the Placing Agreement". 
 
 9. By participating in the Placing, each Placee agrees that its rights and 
    obligations in respect of the Placing will terminate only in the 
    circumstances described below and will not be capable of rescission or 
    termination by the Placee. 
 
10. To the fullest extent permissible by law, neither Panmure Gordon, nor the 
    Company, nor any of its affiliates, agents, directors, officers or 
    employees shall have any responsibility or liability to Placees (or to any 
    other person whether acting on behalf of a Placee or otherwise). In 
    addition, none of Panmure Gordon, nor the Company, nor any of their 
    respective affiliates, agents, directors, officers or employees shall have 
    any responsibility or liability (including to the extent permissible by 
    law, any fiduciary duties) in respect of Panmure Gordon's conduct of the 
    Placing. 
 
11. The Placing Shares will be issued subject to the terms and conditions of 
    this Announcement and each Placee's commitment to subscribe for Placing 
    Shares on the terms set out herein will continue notwithstanding any 
    amendment that may in future be made to the terms and conditions of the 
    Placing and Placees will have no right to be consulted or require that 
    their consent be obtained with respect to the Company's or Panmure Gordon's 
    conduct of the Placing. 
 
12. All times and dates in this Announcement may be subject to amendment. 
    Panmure Gordon shall notify the Placees and any person acting on behalf of 
    the Placees of any changes. 
 
Conditions of the Placing 
 
The Placing is conditional upon the Placing Agreement becoming unconditional 
and not having been terminated in accordance with its terms. Panmure Gordon's 
obligations under the Placing Agreement are conditional on customary 
conditions, including (amongst others) (the "Conditions"): 
 
 1. the execution and delivery of the Placing Supplement by no later than 6.00 
    p.m. BST on the date of this Announcement (or such later time and/or date 
    as Panmure Gordon may otherwise agree with the Company); 
 
 2. publication of the Result of Placing Announcement through an RIS by no 
    later than 8.00 a.m. BST on the date following this Announcement (or such 
    later time and/or date as Panmure Gordon may otherwise agree with the 
    Company); and 
 
 3. Admission occurring no later than 8.00 a.m. BST on 25 September 2018 (or 
    such later time and/or date, not being later than 8.00 a.m. BST on 1 
    October 2018, as Panmure Gordon may otherwise agree with the Company) (the 
    "Closing Date"). 
 
Panmure Gordon may, at their absolute discretion and upon such terms as they 
think fit, waive compliance by the Company with the whole or any part of any of 
the Company's obligations in relation to the Conditions or extend the time or 
date provided for fulfilment of any such Conditions in respect of all or any 
part of the performance thereof. The condition in the Placing Agreement 
relating to Admission taking place may not be waived. Any such extension or 
waiver will not affect Placees' commitments as set out in this Announcement. 
 
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by 
Panmure Gordon in accordance with the Placing Agreement by the relevant time or 
date specified (or such later time or date as the Company and Panmure Gordon 
may agree); or (ii) the Placing Agreement is terminated in the circumstances 
specified below under "Right to terminate under the Placing Agreement", the 
Placing will not proceed and the Placees' rights and obligations hereunder in 
relation to the Placing Shares shall cease and terminate at such time and each 
Placee agrees that no claim can be made by it or on its behalf (or any person 
on whose behalf the Placee is acting) in respect thereof. 
 
By participating in the Placing, each Placee agrees that its rights and 
obligations shall cease and terminate only in the circumstances described above 
and under "Right to terminate under the Placing Agreement" below and will not 
be capable of rescission or termination by it. 
 
Neither Panmure Gordon nor the Company, nor any of their respective affiliates, 
agents, directors, officers or employees shall have any liability to any Placee 
(or to any other person whether acting on behalf of a Placee or otherwise) in 
respect of any decision they may make as to whether or not to waive or to 
extend the time and/or date for the satisfaction of any Condition to the 
Placing, nor for any decision they may make as to the satisfaction of any 
Condition or in respect of the Placing generally, and by participating in the 
Placing each Placee agrees that any such decision is within the absolute 
discretion of Panmure Gordon. 
 
Right to terminate under the Placing Agreement 
 
Panmure Gordon is entitled, at any time before Admission, to terminate the 
Placing Agreement in accordance with its terms in certain circumstances, 
including (amongst other things): 
 
 1. where there has been a breach by the Company of any of the warranties 
    contained in the Placing Agreement or the Company has not complied with its 
    obligations under the Placing Agreement and has failed to remedy such a 
    breach (if it is capable of remedy); 
 

 2. if any of the Conditions have: (i) become incapable of satisfaction; or 
    (ii) not been satisfied before the latest time provided in the Placing 
    Agreement and have not been waived if capable of being waived by Panmure 
    Gordon; or 
 
 3. the occurrence of a material adverse change or certain force majeure 
    events. 
 
Upon termination, the parties to the Placing Agreement shall be released and 
discharged (except for any liability incurred or 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: (i) the exercise by 
Panmure Gordon  of any right of termination or of any other discretion under 
the Placing Agreement shall be within the absolute discretion of Panmure 
Gordon  and that it need not make any reference to, or consult with, Placees 
and that it shall have no liability to Placees whatsoever in connection with 
any such exercise or failure to so exercise; and (ii) such Placee's rights and 
obligations terminate only in the circumstances described above under "Right to 
terminate under the Placing Agreement" and "Conditions of the Placing", and its 
participation will not be capable of rescission or termination by it after oral 
confirmation by Panmure Gordon  of the allocation and commitments following the 
close of the Bookbuild. 
 
Restriction on Further Issue of Shares 
 
The Company has undertaken to Panmure Gordon that it will not, and will procure 
that no other member of the Company will, at any time during the Restricted 
Period enter into any commitment or agreement, or put itself in a position 
where it is obliged to announce that any commitment or agreement may be entered 
into, which is or may be material in relation to the issue of the Placing 
Shares or of the Placing, or issue any shares or options over shares or 
securities convertible or exchangeable into shares or enter into any agreement 
or undertaking to do the same without the prior written consent of Panmure 
Gordon provided that the foregoing restrictions shall not restrict the ability 
of the Company during the Restricted Period to: (a) issue shares where any 
person (whether employee, director or neither of the foregoing) exercises 
rights over such shares granted to him prior to the date of the Placing 
Agreement; or (b) grant options over shares provided that the number of options 
outstanding at any given point in time cannot exceed 10 per cent. of the number 
of shares then in issue, where such options are granted under an existing 
employee share scheme (as such expression is defined in section 1166 Companies 
Act). For these purposes the "Restricted Period" shall mean the 180 day period 
commencing on the date of the Placing Agreement. 
 
By participating in the Placing, Placees agree that the exercise by Panmure 
Gordon  of any power to grant consent to the undertaking by the Company of a 
transaction which would otherwise be subject to the restrictive provisions on 
further issuance under the Placing Agreement shall be within the absolute 
discretion of Panmure Gordon  and that it need not make any reference to, or 
consult with, Placees and that it shall have no liability to Placees whatsoever 
in connection with any such exercise of the power to grant consent. 
 
Registration and Settlement 
 
Settlement of transactions in the Placing Shares (ISIN: GB00B1DRDZ07) following 
Admission will take place within the CREST system administered by Euroclear UK 
& Ireland Limited, subject to certain exceptions. Panmure Gordon reserves the 
right to require settlement for, and delivery of, the Placing Shares (or any 
part thereof) to Placees by such other means that they may deem necessary if 
delivery or settlement is not possible or practicable within the CREST system 
or would not be consistent with the regulatory requirements in the Placee's 
jurisdiction. 
 
Following the close of the Bookbuild, each Placee to be allocated Placing 
Shares in the Placing will be sent a Form of Confirmation in accordance with 
the standing arrangements in place with Panmure Gordon stating the number of 
Placing Shares allocated to them at the Placing Price, the aggregate amount 
owed by such Placee to Panmure Gordon, relevant settlement information and 
settlement instructions. Each Placee agrees that it will do all things 
necessary to ensure that delivery and payment is completed in accordance with 
the standing CREST or certificated settlement instructions in respect of the 
Placing Shares that it has in place with Panmure Gordon. 
 
The Company will deliver the Placing Shares to a CREST account operated by 
Panmure Gordon, as agent for the Company, and Panmure Gordon will enter its 
delivery instruction into the CREST system.  The input to CREST by a Placee of 
a matching or acceptance instruction will then allow delivery of the relevant 
Placing Shares to that Placee against payment. 
 
It is expected that settlement in respect of the Placing Shares will take place 
on 25 September 2018, on a delivery versus payment basis. 
 
A Placee's entitlement to receive any Placing Shares under the Placing will be 
conditional on Panmure Gordon's receipt of payment in full for such Placing 
Shares by the relevant time to be stated in the Form of Confirmation, or by 
such later time and date as Panmure Gordon and the Company may in their 
absolute discretion determine, and otherwise in accordance with the Form of 
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 LIBOR as determined by Panmure Gordon. 
 
Each Placee is deemed to agree that, if it does not comply with these 
obligations, Panmure Gordon may sell any or all of the Placing Shares allocated 
to that Placee on such Placee's behalf and retain from the proceeds, for 
Panmure Gordon's account and benefit, an amount equal to the aggregate amount 
owed by the Placee plus any interest due. The relevant Placee will, however, 
remain liable for any shortfall below the aggregate amount owed by it and will 
be required to bear any stamp duty or stamp duty reserve tax or other taxes or 
duties (together with any interest or penalties) imposed in any jurisdiction 
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, 
Placees should ensure that the Form of Confirmation is copied and delivered 
immediately to the relevant person within that organisation. Insofar as Placing 
Shares are issued in a Placee's name or that of its nominee or in the name of 
any person for whom a Placee is contracting as agent or that of a nominee for 
such person, such Placing Shares should, subject as provided below, be so 
registered free from any liability to UK stamp duty or stamp duty reserve tax. 
If there are any circumstances in which any stamp duty or stamp duty reserve 
tax or other similar taxes or duties (including any interest and penalties 
relating thereto) is payable in respect of the allocation, allotment, issue, 
sale, transfer or delivery of the Placing Shares (or, for the avoidance of 
doubt, if any stamp duty or stamp duty reserve tax is payable in connection 
with any subsequent transfer of or agreement to transfer Placing Shares), none 
of Panmure Gordon  nor the Company shall be responsible for payment thereof. 
 
Representations, warranties, undertakings and acknowledgements 
 
By participating in the Placing each Placee (and any person acting on such 
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, 
warrants and agrees (as the case may be) with Panmure Gordon (in their capacity 
as bookrunner and placing agent of the Company in respect of the Placing) and 
the Company, in each case as a fundamental term of their application for 
Placing Shares, the following: 
 
 1. it has read and understood this Announcement in its entirety and its 
    subscription for Placing Shares is subject to and based upon all the terms, 
    conditions, representations, warranties, acknowledgements, agreements and 
    undertakings and other information contained herein and that it has not 
    relied on, and will not rely on, any information given or any 
    representations, warranties or statements made at any time by any person in 
    connection with Admission, the Placing, the Company, the Placing Shares or 
    otherwise, other than the information contained in this Announcement and 
    the Publicly Available Information; 
 
 2. its rights and obligations in respect of the Placing will terminate only in 
    the circumstances referred to in this Announcement and will not be subject 
    to rescission or termination by the Placee in any circumstances; 
 
 3. the Ordinary Shares are admitted to trading on AIM and that the Company is 
    therefore required to publish certain business and financial information in 
    accordance with the rules and practices of AIM, which includes a 
    description of the Company's business and the Company's financial 
    information, including balance sheets and income statements, and that it is 
    able to obtain or has access to such information without undue difficulty, 
    and is able to obtain access to such information or comparable information 
    concerning any other publicly traded companies, without undue difficulty; 
 
 4. none of its rights or obligations in respect of the Placing is conditional 
    on any other person agreeing to subscribe for any Placing Shares under the 
    Placing and no failure by any other Placee to meet any of its obligations 
    in respect of the Placing will affect any of your obligations in respect of 
    the Placing; 
 
 5. neither Panmure Gordon nor any of its affiliates, agents, directors, 
    officers and/or employees has or shall have any responsibility for any acts 
    or omissions of the Company or any of the directors of the Company or any 

    other person (other than Panmure Gordon) in connection with the Placing; 
 
 6. time is of the essence as regards its obligations under this Announcement; 
 
 7. any document that is to be sent to it in connection with the Placing will 
    be sent at its risk and may be sent to it at any address provided by it to 
    Panmure Gordon; 
 
 8. no prospectus or other offering document is required under the Prospectus 
    Directive, nor will one be prepared in connection with the Bookbuild, the 
    Placing or the Placing Shares and it has not received and will not receive 
    a prospectus or other offering document in connection with the Bookbuild, 
    the Placing or the Placing Shares; 
 
 9. in connection with the Placing, Panmure Gordon and any of its affiliates 
    acting as an investor for its own account may subscribe for Placing Shares 
    in the Company and in that capacity may retain, purchase or sell for its 
    own account such Placing Shares in the Company and any securities of the 
    Company or related investments and may offer or sell such securities or 
    other investments otherwise than in connection with the Placing. 
    Accordingly, references in this Announcement to the Placing Shares being 
    issued, offered or placed should be read as including any issue, offering 
    or placement of such shares in the Company to Panmure Gordon or any of its 
    affiliates acting in such capacity; 
 
10. Panmure Gordon and its affiliates may enter into financing arrangements and 
    swaps with investors in connection with which Panmure Gordon and any of its 
    affiliates may from time to time acquire, hold or dispose of such 
    securities of the Company, including the Placing Shares; 
 
11. Panmure Gordon does not intend to disclose the extent of any investment or 
    transactions referred to in paragraphs 9 and 10 above otherwise than in 
    accordance with any legal or regulatory obligation to do so; 
 
12. its participation in the Placing is on the basis that: 
 
     1. it is not, and will not be, a client of Panmure Gordonin connection 
        with its participation in the Placing and that Panmure Gordon has no 
        duties or responsibilities to it for providing the protections afforded 
        to its clients or customers or for providing advice in relation to the 
        Placing nor in respect of any representations, warranties, undertakings 
        or indemnities contained in the Placing Agreement nor for the exercise 
        or performance of any of its rights and obligations thereunder 
        including any rights to waive or vary any conditions or exercise any 
        termination right; and 
 
     2. Panmure Gordon does not owe any fiduciary or other duties to it in 
        respect of any representations, warranties, undertakings or indemnities 
        in the Placing Agreement; and 
 
     3. none of Panmure Gordon, nor any of its affiliates, nor any person 
        acting on behalf of them, is making any recommendations to it nor 
        advising it regarding the suitability of any transactions it may enter 
        into in connection with the Placing. 
 
13. the content of the Placing Announcements and the Publicly Available 
    Information has been prepared by and is exclusively the responsibility of 
    the Company and neither Panmure Gordon nor its affiliates, agents, 
    directors, officers or employees nor any person acting on behalf of any of 
    them is responsible for or has or shall have any liability for any 
    information, representation or statement contained in, or omission from, 
    this Announcement, the Publicly Available Information, the Placing 
    Announcements or otherwise nor will they be liable for any Placee's 
    decision to participate in the Placing based on any information, 
    representation, warranty or statement contained in this Announcement the 
    Publicly Available Information, the Placing Announcements or otherwise, 
    provided that nothing in this paragraph excludes the liability of any 
    person for fraudulent misrepresentation made by such person; 
 
14. the only information on which it is entitled to rely and on which such 
    Placee has relied in committing itself to subscribe for Placing Shares is 
    contained in the Placing Documents or any Publicly Available Information 
    (save that in the case of Publicly Available Information, a Placee's right 
    to rely on that information is limited to the right that such Placee would 
    have as a matter of law in the absence of this paragraph 15(a)), such 
    information being all that such Placee deems necessary or appropriate and 
    sufficient to make an investment decision in respect of the Placing Shares; 
 
15. 
     1. it has neither received nor relied on any other information given, or 
        representations, warranties or statements, express or implied, made, by 
        Panmure Gordon or the Company nor any of their respective affiliates, 
        agents, directors, officers or employees acting on behalf of any of 
        them (including in any management presentation delivered in respect of 
        the Bookbuild) with respect to the Company, the Placing or the Placing 
        Shares or the accuracy, completeness or adequacy of any information 
        contained in the Placing Announcements, or the Publicly Available 
        Information or otherwise; 
 
     2. none of Panmure Gordon, nor the Company, nor any of their respective 
        affiliates, agents, directors, officers or employees or any person 
        acting on behalf of any of them has provided, nor will provide, it with 
        any material or information regarding the Placing Shares or the Company 
        or any other person other than the information in the Placing 
        Announcements or the Publicly Available Information; nor has it 
        requested Panmure Gordon, the Company, any of their respective 
        affiliates or any person acting on behalf of any of them to provide it 
        with any such material or information; 
 
     3. none of Panmure Gordon or the Company will be liable for any Placee's 
        decision to participate in the Placing based on any other information, 
        representation, warranty or statement, 
 
provided that nothing in this paragraph 15 excludes the liability of any person 
for fraudulent misrepresentation made by that person; 
 
 1. it may not rely, and has not relied, on any investigation that Panmure 
    Gordon, any of its affiliates or any person acting on their behalf, may 
    have conducted with respect to the Placing Shares, the terms of the Placing 
    or the Company, and none of such persons has made any representation, 
    express or implied, with respect to the Company, the Placing, the Placing 
    Shares or the accuracy, completeness or adequacy of the information in the 
    Placing Announcements, the Publicly Available Information or any other 
    information; 
 
 2. in making any decision to subscribe for Placing Shares it: 
 
 3. has such knowledge and experience in financial and business matters to be 
    capable of evaluating the merits and risks of subscribing for the Placing 
    Shares; 
 
 4. will not look to Panmure Gordon for all or part of any such loss it may 
    suffer; 
 
 5. is experienced in investing in securities of this nature in this sector and 
    is aware that it may be required to bear, and is able to bear, the economic 
    risk of an investment in the Placing Shares; 
 
 6. is able to sustain a complete loss of an investment in the Placing Shares; 
 
 7. has no need for liquidity with respect to its investment in the Placing 
    Shares; 
 
 8. has made its own assessment and has satisfied itself concerning the 
    relevant tax, legal, currency and other economic considerations relevant to 
    its investment in the Placing Shares; and 
 
 9. has conducted its own due diligence, examination, investigation and 
    assessment of the Company, the Placing Shares and the terms of the Placing 
    and has satisfied itself that the information resulting from such 
    investigation is still current and relied on that investigation for the 
    purposes of its decision to participate in the Placing; 
 
10. it is acting as principal only in respect of the Placing or, if it is 
    acting for any other person, it is: 
 
11. duly authorised to do so and has full power to make the acknowledgments, 
    representations and agreements herein on behalf of each such person; and 
 
12. will remain liable to the Company and/or Panmure Gordon for the performance 
    of all its obligations as a Placee in respect of the Placing (regardless of 
    the fact that it is acting for another person); 
 
13. it and any person acting on its behalf is entitled to subscribe for the 
    Placing Shares under the laws and regulations of all relevant jurisdictions 
    that apply to it and that it has fully observed such laws and regulations, 
    has capacity and authority and is entitled to enter into and perform its 
    obligations as a subscriber of Placing Shares and will honour such 
    obligations, and has obtained all such governmental and other guarantees, 
    permits, authorisations, approvals and consents which may be required 
    thereunder and complied with all necessary formalities to enable it to 
    commit to this participation in the Placing and to perform its obligations 
    in relation thereto (including, without limitation, in the case of any 
    person on whose behalf it is acting, all necessary consents and authorities 
    to agree to the terms set out or referred to in this Announcement) and will 
    honour such obligations and that it has not taken any action or omitted to 
    take any action which will or may result in Panmure Gordon, the Company or 
    any of their respective directors, officers, agents, employees or advisers 
    acting in breach of the legal or regulatory requirements of any 
    jurisdiction in connection with the Placing; 
 
14. it irrevocably appoints any duly authorised officer of Panmure Gordon as 

    its agent for the purpose 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 for which it agrees 
    to subscribe for upon the terms of this Announcement; 
 
15. the Placing Shares: 
 
     1. have not been and will not be registered or otherwise qualified and 
        that a prospectus will not be cleared in respect of any of the Placing 
        Shares under the securities laws or legislation of the United States, 
        Australia, Canada, Japan, New Zealand or the Republic of South Africa, 
        or any state, province, territory or jurisdiction thereof; 
 
     2. may not be offered, sold, or delivered or transferred, directly or 
        indirectly, in or into the above jurisdictions or any jurisdiction 
        (subject to certain exceptions) in which it would be unlawful to do so 
        and no action has been or will be taken by any of the Company, Panmure 
        Gordonor any person acting on behalf of the Company or Panmure Gordon 
        that would, or is intended to, permit a public offer of the Placing 
        Shares in the United States, Australia, Canada, Japan, New Zealand or 
        the Republic of South Africa or any country or jurisdiction, or any 
        state, province, territory or jurisdiction thereof, where any such 
        action for that purpose is required; 
 
16. unless otherwise specifically agreed with Panmure Gordon, it is not and at 
    the time the Placing Shares are subscribed for, neither it nor the 
    beneficial owner of the Placing Shares will be, a resident of, nor have an 
    address in, Australia, Japan, New Zealand, the Republic of South Africa or 
    any province or territory of Canada; 
 
17. it may be asked to disclose in writing or orally to Panmure Gordon: 
 
18. if he or she is an individual, his or her nationality; or 
 
19. if he or she is a discretionary fund manager, the jurisdiction in which the 
    funds are managed or owned; 
 
20. it, and any prospective beneficial owner for whose account or benefit it is 
    purchasing the Placing Shares: (i) is not a US Person (as defined in 
    Regulation S) and is, and at the time the Placing Shares are subscribed for 
    will be, located outside the United States and is acquiring the Placing 
    Shares in an "offshore transaction" as defined in, and in accordance with, 
    Regulation S; (ii) is aware of the restrictions on the offer and sale of 
    the Placing Shares pursuant to Regulation S, including that Rule 904 of 
    Regulation S regarding "Offshore Resales" is not applicable to "affiliates" 
    (as defined in Rule 405 under the Securities Act) of the Company; and (iii) 
    has not been offered to purchase or subscribe for Placing Shares by means 
    of any "directed selling efforts" as defined in Regulation S; 
 
21. it understands that the Placing Shares have not been, and will not be, 
    registered under the US Securities Act and may not be offered, sold or 
    resold in or into or from the United States or to, or for the account or 
    benefit of, US Persons (as defined in Regulation S) except pursuant to an 
    effective registration under the US Securities Act, or pursuant to an 
    exemption from the registration requirements of the US Securities Act and 
    in accordance with applicable state securities laws; 
 
22. it will not distribute, forward, transfer or otherwise transmit this 
    Announcement or any part of it, or any other presentational or other 
    materials concerning the Placing in or into or from the United States, 
    Australia, Canada, Japan, New Zealand or the Republic of South Africa 
    (including electronic copies thereof) to any person, and it has not 
    distributed, forwarded, transferred or otherwise transmitted any such 
    materials to any such person; 
 
23. if it is in: 
 
     1. a member state of the EEA, unless otherwise specifically agreed with 
        Panmure Gordon in writing, it is a Qualified Investor (as defined in 
        Article 2.1(e) of the ; or; 
 
     2. the United Kingdom, it is a Qualified Investor and is a person who 
        falls within (i) Article 19(5) of the Financial Services and Markets 
        Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") 
        (having professional experience in matters relating to investments who 
        falls within the definition of "investment professionals") or (ii) 
        Article 49(2)(a) to (d) of the Order ("high net worth companies, 
        unincorporated associations, etc."); 
 
24. it has not offered or sold, and will not offer or sell, any Placing Shares 
    to persons; 
 
     1. in the EEA except to Qualified Investors or otherwise in circumstances 
        which have not resulted in and which will not result in an offer to the 
        public in any member state of the EEA within the meaning of the 
        Prospectus Directive; 
 
     2. in the United Kingdom, except to persons whose ordinary activities 
        involve them in acquiring, holding, managing or disposing of 
        investments (as principal or agent) for the purposes of their business 
        or otherwise in circumstances which have not resulted and which will 
        not result in an offer to the public in the United Kingdom within the 
        meaning of section 85(1) of the Financial Services and Markets Act 
        2000, as amended ("FSMA"); 
 
25. if a financial intermediary, as that term is used in Article 3(2) of the 
    Prospectus Directive,: 
 
     1. the Placing Shares subscribed for by it in the Placing will not be 
        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 or in circumstances in which the prior consent of 
        Panmure Gordon has been given to the offer or resale; 
 
     2. where Placing Shares will be acquired by it on behalf of persons in any 
        Relevant Member State other than Qualified Investors, the offer of 
        those Placing Shares to it will not be treated under the Prospectus 
        Directive as having been made to such persons; 
 
26. it has only communicated or caused to be communicated and will only 
    communicate or cause to be communicated any invitation or inducement to 
    engage in investment activity (within the meaning of section 21 of FSMA) 
    relating to the Placing Shares in circumstances in which section 21(1) of 
    FSMA does not require approval of the communication by an authorised person 
    and it acknowledges and agrees that the Placing Announcements have not and 
    will not have been approved by Panmure Gordonin its capacity as an 
    authorised person under section 21 of the 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; 
 
27. it has complied and will comply with all applicable laws with respect to 
    anything done y it or on its behalf in relation to the Placing Shares 
    (including all applicable provisions in FSMA and Regulation (EU) No. 596/ 
    2014 of the European Parliament and of the Council of 16 April 2014 on 
    market abuse ("MAR")) in respect of anything done in, from or otherwise 
    involving, the United Kingdom). In particular, if it has received any 
    'inside information' (for the purposes of MAR or the Criminal Justice Act 
    1993) in relation to the Company and its securities in advance of the 
    Placing, it confirms that it has received such information within the 
    market soundings regime provided for in article 11 of MAR and associated 
    delegated regulations and it has not: 
 
28. dealt with securities of the Company; 
 
29. encouraged or required another person to deal in the securities of the 
    Company; or 
 
30. disclosed such information to any person, prior to the information being 
    made publicly available; 
 
31. it has complied with its obligations in connection with money laundering 
    and terrorist financing under the Proceeds of Crime Act 2002 (as amended), 
    the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, 
    Terrorist Financing and Transfer of Funds (Information on the Payer) 
    Regulations 2017 and any related or similar rules, regulations or 
    guidelines, issued, administered or enforced by any government agency 
    having jurisdiction in respect thereof (the "Regulations") and the Money 
    Laundering Sourcebook of the FCA and, if making payment on behalf of a 
    third party, that satisfactory evidence has been obtained and recorded by 
    it to verify the identity of the third party as required by the 
    Regulations; 
 
32. in order to ensure compliance with the Regulations, Panmure Gordon (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 Panmure Gordon or the Company's registrars, as 
    applicable, of evidence of identity, definitive certificates in respect of 
    the Placing Shares may be retained at Panmure Gordon absolute discretion 
    or, where appropriate, delivery of the Placing Shares to it in 
    uncertificated form may be delayed at Panmure Gordon's or the Company's 
    registrars', as the case may be, absolute discretion. If within a 
    reasonable time after a request for verification of identify Panmure Gordon 
    (for itself and as agent on behalf of the Company) or the Company's 
    registrars have not received evidence satisfactory to them, either Panmure 
    Gordon and/or the Company may, at their absolute discretion, terminate a 
    Placee's 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. (i) the allocation, allotment, issue and delivery to it, or the person 
    specified by it for registration as holder, of Placing Shares will not give 
    rise to a stamp duty or stamp duty reserve tax liability under (or at a 
    rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 
    1986 (depositary receipts and clearance services) and that the Placing 
    Shares are not being acquired in connection with arrangements to issue 
    depositary receipts or to issue or transfer Placing Shares into a clearance 
    service; (ii) the person whom it specifies for registration as holder of 
    the Placing Shares will be: (a) itself; or (b) its nominee, as the case may 
    be; and (iii) it agrees that none of Panmure Gordon nor the Company will be 
    responsible for any liability to stamp duty or stamp duty reserve tax or 
    other similar taxes or duties imposed in any jurisdiction (including 
    interest and penalties relating thereto) for its failure to comply with 
    this provision ("Indemnified Taxes") and each Placee and any person acting 
    on behalf of such Placee agrees to indemnify the Company and Panmure Gordon 
    on an after-tax basis in respect of any Indemnified Taxes; 
 
34. it (and any person acting on its behalf) has the funds available to pay for 
    the Placing Shares for which it has agreed to subscribe and acknowledges 
    and agrees that it will make payment in respect of the Placing Shares 
    allocated to it in accordance with this Announcement on the due time and 
    date set out herein, failing which the relevant Placing Shares may be 
    placed with other subscribers or sold as Panmure Gordonmay in its sole 
    discretion determine and without liability to such Placee, who will remain 
    liable for any amount by which the net proceeds of such sale falls short of 
    the product of the relevant Placing Price and the number of Placing Shares 
    allocated to it and will be required to bear any stamp duty, stamp duty 
    reserve tax or other taxes or duties (together with any interest, fines or 
    penalties) imposed in any jurisdiction which may arise upon the sale of 
    such Placee's Placing Shares; 
 
35. any money held in an account with Panmure Gordon on behalf of the Placee 
    and/or any person acting 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 the 
    FSMA. Each 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 Panmure Gordon's money in accordance with 
    the client money rules and will be held by it under a banking relationship 
    and not as trustee; 
 
36. the rights and remedies of the Company and Panmure Gordon under the terms 
    and conditions in this Announcement 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; 
 
37. these terms and conditions of the Placing and any agreements entered into 
    by it pursuant to the terms and conditions of the Placing, and all 
    non-contractual or other obligations arising out of or in connection with 
    them, shall be governed by and construed in accordance with the laws of 
    England and it submits (on behalf of itself and on behalf of any person on 
    whose behalf it is acting) to the exclusive jurisdiction of the English 
    courts as regards any claim, dispute or matter arising out of any such 
    contract (including any dispute regarding the existence, validity or 
    termination of such contract or relating to any non-contractual or other 
    obligation arising out of or in connection with such contract), except that 
    enforcement proceedings in respect of the obligation to make payment for 
    the Placing Shares (together with any interest chargeable thereon) may be 
    taken by either the Company or Panmure Gordonin any jurisdiction in which 
    the relevant Placee is incorporated or in which any of its securities have 
    a quotation on a recognised stock exchange; and 
 
38. it agrees to indemnify on an after tax basis and hold the Company, Panmure 
    Gordon and their respective affiliates, agents, directors, officers and 
    employees 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 given by the Placee (and any person acting on such 
    Placee's behalf) in this Announcement or incurred by Panmure Gordon, the 
    Company or each of their respective affiliates, agents, directors, officers 
    or employees arising from the performance of the Placees' obligations as 
    set out in this Announcement, and further agrees that the provisions of 
    this Announcement shall survive after completion of the Placing. 
 
The foregoing representations, warranties, confirmations, acknowledgements, 
agreements and undertakings are given for the benefit of the Company as well as 
Panmure Gordon and are irrevocable. Panmure Gordon, the Company and their 
respective affiliates and others will rely upon the truth and accuracy of the 
foregoing representations, warranties, confirmations, acknowledgements, 
agreements and undertakings. Each prospective Placee, and any person acting on 
behalf of such Placee, irrevocably authorises the Company and Panmure Gordon to 
produce this Announcement, pursuant to, in connection with, or as may be 
required by any applicable law or regulation, administrative or legal 
proceeding or official inquiry with respect to the matters set forth herein. 
 
Taxation 
 
The agreement to allot and issue Placing Shares to Placees (or the persons for 
whom Placees are contracting as agent) free of stamp duty and stamp duty 
reserve tax in the UK relates only to their allotment and issue to Placees, or 
such persons as they nominate as their agents, directly by the Company. Such 
agreement assumes that the Placing Shares are not being subscribed for in 
connection with arrangements to issue depositary receipts or to transfer the 
Placing Shares into a clearance service. If there were any such arrangements, 
or the settlement related to other dealings in the Placing Shares, stamp duty 
or stamp duty reserve tax may be payable, for which neither the Company nor 
Panmure Gordon would be responsible. If this is the case, it would be sensible 
for Placees to take their own advice and they should notify Panmure Gordon 
accordingly. Places should note that the Company and Panmure Gordon are not 
liable to bear any taxes that arise on a sale of Placing Shares subsequent to 
their acquisition by Placees. In addition, Placees should also 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 subscribe for any Placing Shares and each 
Placee, or the Placee's nominee, in respect 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 non-UK stamp, registration, documentary, transfer or similar taxes or 
duties undertakes to pay such taxes and duties, including any interest and 
penalties (if applicable), forthwith and to indemnify on an after-tax basis and 
to hold harmless the Company and Panmure Gordon in the event that either the 
Company and/or Panmure Gordon have incurred any such liability to such taxes or 
duties. 
 
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 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 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 Placing Shares may decline and investors could lose all or 
part of their investment; Placing Shares offer no guaranteed income and no 
capital protection; and an investment in 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, Panmure Gordon 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 Company of investors to invest 
in, or purchase, or take any other action whatsoever with respect to Placing 
Shares. 
 
Each distributor is responsible for undertaking its own target market 
assessment in respect of the Placing Shares and determining appropriate 
distribution channels. 
 
 
 
END 
 

(END) Dow Jones Newswires

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