Pittards PLC Placing, Director Loans & Trading Update (2038U)

TIDMPTD

RNS Number : 2038U

Pittards PLC

24 March 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

THE DEFINITIONS USED IN THIS ANNOUNCEMENT ARE SET OUT IN APPIX III OF THIS ANNOUNCEMENT.

Pittards plc

("Pittards", the "Group" or the "Company")

Proposed Placing to raise GBP255,000 and Directors' Loans of GBP85,000

Share Reorganisation

and

Notice of General Meeting

Pittards plc, the specialist producer of technically advanced leather and luxury leather goods for retailers, manufacturers and distributors, announces details of its financial position, a proposed Placing to raise GBP255,000, Directors' Loans of GBP85,000 and a proposed Share Reorganisation.

The Company has been operating at or around the ceiling of its bank facilities in recent months, principally as a result of significant adverse foreign currency movements, resulting from the weakening pound sterling. It has been managing its working capital very carefully in anticipation of agreeing new and potentially restructured bank facilities. This process is taking longer than originally anticipated and in order to complete this process additional working capital is now required.

In order to meet this need and following discussions with major Shareholders in the Company and Lloyds, who are the Company's bankers, the Company has raised GBP255,000 (before expenses) through a placing with certain existing Shareholders of 1,020,000 Placing Shares at a price of 25 pence per Placing Share.

Following this announcement, the Directors and certain other employees have today agreed to make interest free loans to the Company amounting in aggregate to GBP85,000. It is proposed that such loans be converted into 340,000 Director Shares at a price of 25 pence per share immediately following the General Meeting.

In addition, Lloyds has confirmed, subject to documentation, its intention to increase the Company's borrowing facilities by GBP340,000 and to extend the Company's existing banking facilities until 30 June 2023.

The Directors estimate that the proceeds of the Placing, Directors' Loans and the increase in borrowing facility should enable the Company to continue to manage its working capital until at least the end of May 2023 during which time it expects to have agreed new bank facilities with either Lloyds or an alternative provider. Depending on the size and structure of the new facilities further equity and/or debt may also be required to provide some funding for growth and fully return the Company's creditors to a normal profile. The Directors' estimate that this additional requirement is likely to be up to GBP3 million.

The Placing which is being conducted by WH Ireland comprises the placing of 1,020,000 New Ordinary Shares at the Placing Price. As the Placing Price is below the nominal value of the Existing Ordinary Shares (being 50 pence) it will be necessary to undertake the Share Reorganisation to enable the Placing to proceed. The Directors will also require the necessary authorities under the Companies Act to allot the Placing Shares and Director Shares. The Placing and the allotment of the Director Shares is therefore conditional on Shareholders approving certain Resolutions at the General Meeting. It is also conditional upon the confirmation of the Company's bank facilities and the Placing Agreement otherwise becoming unconditional in all respects and not being terminated prior to Admission.

The Placing Price represents a discount of approximately 33.3 per cent. to the closing mid-market price of 37.5 pence per Ordinary Share on 23 March 2023, being the latest practicable business day prior to the publication of the Announcement.

Notice of General Meeting and posting of Circular

The Circular, which contains the Notice of General Meeting, in respect of the Placing, Directors' Loan and Share Reorganisation is expected to be posted to Shareholders later today and will also be available on the Company's website www.corporate.pittards.com .

If the necessary Resolutions at the General Meeting are not passed the Placing will not proceed, and the Company will not be able to continue to trade. Shareholders are therefore urged to vote in favour of the Resolutions.

The General Meeting will be held on 11 April 2023 at 11:00 a.m.

For further information, please contact:

 
 Pittards plc              www.pittards.com 
 Stephen Yapp, Chairman 
  Reg Hankey, CEO 
  Alan Burgess, CFO        [phone] 
 WH Ireland Limited        https://www.whirelandplc.com/capital-markets 
 Mike Coe, Sarah Mather    [phone] 
 

NOTICE

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward looking statements can be identified by the use of forward-looking terminology, including the terms "believes", estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's strategy and prospects. No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this document. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this document, those results or development may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this document speak only as of the date of such statement, and none of the Company, the Directors or WH Ireland undertakes any obligation to update such statements unless required to do so by applicable law.

Additional Information

   1.   Background to and reasons for the Placing 

The Company has been operating at or around the ceiling of its bank facilities in recent months principally as a result of significant adverse foreign currency movements resulting from the weakening of the pound sterling. It has been managing its working capital very carefully in anticipation of agreeing new and potentially restructured bank facilities. This process is taking longer than originally anticipated and in order to complete this process additional working capital is now required.

In order to meet this need and following discussions with major Shareholders in the Company and Lloyds, who are the Company's bankers, Lloyds has confirmed subject to documentation, its intention to increase the Company's borrowing facilities by GBP340,000 and to extend the Company's existing banking facilities until 30 June 2023.

Shareholders should note that if the conditions to the Placing are not satisfied and the Resolutions are not passed the Company will be unable to continue to trade and trading in its shares on AIM will immediately be suspended.

The Directors estimate that the proceeds of the Placing and Directors' Loans and the additional funding available under the increased borrowing facilities should enable the Company to continue to manage its working capital until at least the end of May 2023 during which time it expects to have agreed new bank facilities with either Lloyds or an alternative provider. Depending on the size and structure of the new facilities further equity and/or debt may also be required to provide some funding for growth and fully return the Company's creditors to a normal profile. The Directors currently estimate that this additional requirement is likely to be up to GBP3 million.

Shareholders should note that if new bank facilities cannot be agreed then the Company will be unable to continue to trade and trading in its shares on AIM will immediately be suspended.

   2.   Details of the Placing 

WH Ireland, as agent of the Company, has conditionally placed a total of 1,020,000 Placing Shares with certain existing Shareholders pursuant to the Placing Agreement. Subject to the satisfaction of the conditions in the Placing Agreement, the Placing will raise approximately GBP255,000 (before expenses).

The Placing is conditional upon , inter alia, Shareholders approving certain Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement, confirmation of the agreement of Lloyds to extend the Company's bank facilities (as explained above) and Admission.

WH Ireland has agreed pursuant to the Placing Agreement, as agent of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. However the Placing is not being underwritten.

T he Placing Agreement contains warranties from the Company in favour of WH Ireland in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify WH Ireland in relation to certain liabilities it may incur in respect of the Placing. WH Ireland has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to WH Ireland in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence after the date of the Placing Agreement of a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.

The Placing Shares and Director Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the issued New Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.

John Rendell and William Black, existing Shareholders in the Company have agreed to subscribe in the Placing for 48,000 and 480,000 Placing Shares respectively. Their subscriptions constitute related party transactions under the AIM Rules as they currently hold 27.7 and 11.06 per cent. of the Existing Ordinary Shares respectively and therefore each is considered a "substantial shareholder" under the AIM Rules. In addition, the arrangements for the Directors' Loans to be made to the Company amounting in aggregate to GBP85,000 and their conversion, following the passing of certain Resolutions at the General Meeting and the Share Reorganisation becoming effective, into New Ordinary Shares at the Placing Price will also constitute a related party transaction. As there are no independent directors in relation to these transactions, WH Ireland, as nominated adviser to the Company is giving the opinion required in accordance with AIM Rule 13. WH Ireland consider that that the terms of the participation in the Placing by the substantial shareholders, the terms of the Directors' Loans and subsequent intended conversion into Director Shares at the Placing Price are fair and reasonable insofar as the Shareholders of Pittards are concerned.

Effect of the Placing and Director Shares

Upon Admission, the Enlarged Issued Voting Ordinary Share Capital is expected to be 14,378,490 New Ordinary Shares. On this basis, the Placing Shares will represent approximately 7.1 per cent. of the Company's Enlarged Issued Voting Ordinary Share Capital and the Director Shares will represent approximately 2.4 per cent. of the Company's Enlarged Issued Voting Ordinary Share Capital.

Settlement and dealings

In due course application will be made for the Placing Shares and Director Shares to be admitted to trading on AIM and, subject inter alia, to the necessary Resolutions being passed at the General Meeting, it is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 12 April 2023.

The Placing Shares and Director Shares will rank, pari passu, in all respects with the New Ordinary Shares, including the right to receive all dividends and other distributions declared on or after the date on which they are issued. It is expected that CREST accounts will be credited with entitlements to the Placing Shares as soon as practicable after 8.00 a.m. on the day of Admission and that share certificates (where applicable) will be despatched as soon as practicable after Admission.

Directors' Loans and Director Shares

The Directors and certain employees, as set out below, will make interest free loans to the Company in the amounts set out below, following this announcement. It is proposed that these Directors' Loans will be converted into New Ordinary Shares at the Placing Price immediately following the passing of the necessary Resolutions at the General Meeting and the Share Reorganisation becoming effective.

 
 Name               Position    Value of Directors'    Director Shares 
                                 Loans                  (as a result 
                                                        of the conversion 
                                                        on the Directors' 
                                                        Loans) 
 Stephen Yapp       Director    GBP50,000              200,000 
                   ----------  ---------------------  ------------------- 
 Reginald Hankey    Director    GBP10,000              40,000 
                   ----------  ---------------------  ------------------- 
 Alan Burgess       Director    GBP5,000               20,000 
                   ----------  ---------------------  ------------------- 
 Louise Cretton     Director    GBP5,000               20,000 
                   ----------  ---------------------  ------------------- 
 Godfrey Davis      Director    GBP10,000              40,000 
                   ----------  ---------------------  ------------------- 
 John Loxston       PDMR        GBP2,000               8,000 
                   ----------  ---------------------  ------------------- 
 Other employees    N/A         GBP3,000               12,000 
                   ----------  ---------------------  ------------------- 
 Total                           GBP85,000             340,000 
                                --------------------  ------------------- 
 
   3.   Background to and reasons for the Share Reorganisation 

At close of business on 22 March 2023, the latest practical date prior to this announcement, the Company had 1,124 Shareholders of which 799 had shareholdings of less than 100 Existing Ordinary Shares. These 799 Shareholders account for 71 per cent. of the Shareholders by number, but represent only 0.13 per cent. of the total number of Existing Ordinary Shares.

At the closing bid price on AIM of 37.5 pence on 23 March 2023, the latest practical date prior to the publication of this announcement, the market value of 100 Existing Ordinary Shares was GBP37.50. The Directors consider that should a Shareholder with 100 Existing Ordinary Shares or less choose to sell their shares, the proceeds may be significantly reduced by the dealing costs of selling. Therefore the Directors recognise that for small Shareholders it may be uneconomic for them to dispose of their shares. The Share Reorganisation will allow small Shareholders to realise value for their shares free of dealing costs.

Another benefit of the Share Reorganisation is it will reduce certain costs to the Company associated with maintaining a large shareholder register namely in printing, postage and registrars' costs.

For the reasons set out above, the Directors are proposing to reorganise the Company's share capital on the terms set out below.

   4.   Details of the Share Reorganisation 

Under the Share Reorganisation, 10 new Ordinary Shares will be issued at a price of 50 pence per share to ensure that as part of the Share Reorganisation an exact whole number of Consolidated Ordinary Shares will be issued. The Existing Ordinary Shares in issue at the Record Date will then be consolidated into Consolidated Ordinary Shares on the basis of one Consolidated Ordinary Share for every 100 Existing Ordinary Shares. Each Consolidated Ordinary Share will then be sub-divided into 100 New Ordinary Shares and 4,900 Deferred Shares.

Most Shareholders, will not hold at the Record Date, a number of Existing Ordinary Shares that is an exact multiple of 100. The result of the Consolidation, if approved, will be that such Shareholders will be left with a fractional entitlement to a resulting New Ordinary Share. Any such fractions arising on the Consolidation will be aggregated and, following the Subdivision, the Directors will in accordance with the Articles sell the aggregated shares in the market for the benefit of the relevant Shareholders.

The proceeds from the sale of the fractional entitlements will be distributed pro rata amongst the relevant Shareholders save that where a Shareholder is entitled to an amount which is less than GBP5 it will not be distributed to such Shareholder but will be retained for the benefit of the Company.

The rights attaching to the New Ordinary Shares will be identical in all respects to those of the Existing Ordinary Shares.

In order to effect the Share Reorganisation, the Company proposes to amend the Articles, including the incorporation of rights and restrictions attaching to the Deferred Shares. The Deferred Shares will have minimal rights, thereby rendering them, effectively valueless. The rights attaching to the Deferred Shares can be summarised as follows:

-- they will not entitle holders to receive any dividend or other distribution or to receive notice or speak or vote at general meetings of the Company;

-- they will have no rights to participate in a return of assets on a winding up until the holders of the Ordinary Shares have received the amounts paid up or credited as paid up on such shares and the sum of GBP10,000,000 in respect of each Ordinary Share held by them respectively;

   --      they will not be freely transferable; 

-- the creation and issue of further shares will rank equally or in priority to the Deferred Shares;

-- the passing of a resolution of the Company to cancel the Deferred Shares or to effect a reduction of capital shall not constitute a modification or abrogation of their rights; and

-- the Company shall have the right at any time to purchase all of the Deferred Shares in issue for an aggregate consideration of GBP1.

There are no immediate plans to purchase or to cancel the Deferred Shares, although the Directors propose to keep the situation under review.

A copy of the Articles as amended to incorporate the changes proposed will be made available for inspection at the General Meeting and also free of charge on the Company's website at https://corporate.pittards.com/investors/ .

Existing share certificates will cease to be valid following the Share Reorganisation. New share certificates in respect of the New Ordinary Shares held in certificated form will be issued by first class post at the risk of the Shareholder entitled thereto within 10 Business Days after Admission. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on AIM or any other investment exchange.

A CREST Shareholder will have their CREST account credited with their New Ordinary Shares following Admission, which is expected to be on 12 April 2023.

   5.   Renewal of, and increase in bank facilities 

The Company's current overdraft utilisation with Lloyds is GBP7.56 million. Lloyds has confirmed subject to documentation its intention to increase this facility by GBP340,000. In addition, to this increase it has confirmed its intention to extend all of the Company's other borrowing facilities until 30 June 2023.

Negotiations with Lloyds regarding the new and/or restructuring of their existing facilities are on-going. In addition, the Company is in discussions with an alternative provider.

The Directors' expectation is that these discussions will be concluded during April 2023 with formal documentation being prepared thereafter.

   6.   Current trading and prospects 

The audit of the results for the year ended 31 December 2022 has not yet been completed.

On 23 February 2023, the Company announced that the latter part of the year ended 31 December 2022 had been was affected by a number of factors which have had a material impact on the performance for the year, and whilst the Group generated positive EBITDA for the year, its profit before tax is expected to fall short of market expectations. Whilst the Group still expects to report a positive EBITDA for the year, the result before tax for the year is expected to be a loss.

In particular the Company had been affected by the GBP having weakened dramatically over a very short period which had a progressive impact on the Group's UK business due to the $US overdraft and maturing hedges, which had to be unwound with a net negative effect of c.GBP1.5m on cash. Net debt at the year-end stood at GBP11.9 million (31 December 2021: GBP10.7 million).

Sales volumes and inflationary pressures for 2023, along with the weaker sales reported for the final quarter of last year continued into the early part of current year but the Directors expect sales deliveries to increase in Q2 and the order book remains stable. There remains some uncertainty around continued supply chain challenges. However, the Directors believe that the financial impact of any lower sales volumes will be partially mitigated both by the lowering of the Group's cost base and the continuing weakness of the GBP. Despite this, the Company expects to generate positive cashflows from trading activities.

Nevertheless without the Placing proceeds and Shareholders' approval to the Placing the Company will not be able to continue to trade.

   7.         Recommendation 

The Directors consider the issue of the Placing Shares, Director Shares and Share Reorganisation to be in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as the Directors intend to do in respect of their own beneficial holdings which, in aggregate amount to 952,256 Ordinary Shares representing approximately 7.32 per cent. of the Company's issued ordinary share capital.

Appendix I

Statistics for the Share Reorganisation, Placing Shares and Director Shares

 
 Number of Existing Ordinary Shares at the date 
  of this document                                                  13,888,690 
 Number of Existing Ordinary Shares immediately 
  following the General Meeting                                     13,888,700 
 Consolidation ratio                                          One Consolidated 
                                                                Ordinary Share 
                                                            of GBP50 for every 
                                                         100 Existing Ordinary 
                                                                        Shares 
 Number of Consolidated Ordinary Shares                                138,887 
 Subdivision of Consolidated Ordinary Shares                 Each Consolidated 
                                                                Ordinary Share 
                                                                of GBP50 to be 
                                                               subdivided into 
                                                              100 New Ordinary 
                                                              Shares and 4,900 
                                                               Deferred Shares 
 Number of New Ordinary Shares in issue immediately 
  following the Share Reorganisation                                13,888,700 
 Number of Deferred Shares on Admission pursuant 
  to the Subdivision                                               680,546,300 
 Placing Price                                                        25 pence 
 Number of Placing Shares                                            1,020,000 
 Number of Director Shares                                             340,000 
 Number of New Ordinary Shares in issue on Admission 
  (including the Placing Shares and Director 
  Shares)                                                           15,248,700 
 Number of New Ordinary Shares held in treasury 
  on Admission                                                         870,210 
 Enlarged Issued Voting Share Capital on Admission                  14,378,490 
 Placing Shares and Director Shares as a percentage              9.5 per cent. 
  of the Enlarged Issued Voting Share Capital 
 Gross proceeds of the Placing                                      GBP255,000 
 Net proceeds of the Placing                                        GBP195,000 
 Proceeds from the Directors' Loans                                  GBP85,000 
 

Details of the new ISIN number and SEDOL number for the New Ordinary Shares will be issued via a regulatory new services in due course.

Appendix II

Expected timetable of principal events

 
                                                                  2023 
 Expected publication and posting of                          25 March 
  the Circular (including the Notice 
  of General Meeting) 
 Latest time and date for receipt of             11.00 a.m. on 5 April 
  Forms of Proxy and electronic proxy 
  appointments via the CREST system 
 General Meeting                                11.00 a.m. on 11 April 
 Record Date                                     6.00 p.m. on 11 April 
 Admission and dealings in the New Ordinary      8.00 a.m. on 12 April 
  Shares, Placing Shares and Director 
  Shares expected to commence on AIM 
 Expected date for CREST accounts to             8.00 a.m. on 12 April 
  be credited for the New Ordinary Shares, 
  Placing Shares and Director Shares 
  to be held in certificated form 
 Despatch of definitive share certificates     Within 10 business days 
  in respect of the New Ordinary Shares,                  of Admission 
  Placing Shares and Director Shares 
  to be held in uncertificated form, 
  if applicable 
 

Notes

1. Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

   2.   All of the above times refer to London time unless otherwise stated. 

3. Some of the events listed in the above timetable that relate to the Share Reorganisation, Placing and conversion of the Director Shares are conditional on the passing of the necessary Resolutions at the General Meeting.

Appendix III

Definitions

 
 "Admission"                 the admission of the New Ordinary Shares, 
                              Placing Shares and Director Shares to trading 
                              on AIM becoming effective in accordance with 
                              the AIM Rules 
 "Act"                       the Companies Act 2006 (as amended) 
 "AIM"                       AIM, a market operated by London Stock Exchange 
                              plc 
 "AIM Rules"                 the AIM Rules for Companies as published 
                              by London Stock Exchange from time to time 
 "Articles"                  the articles of association of the Company 
                              as at the date of this document 
 "Board" or "Directors"      the directors of the Company 
 "Circular"                  the explanatory circular, in the agreed form, 
                              to be issued by the Company to Shareholders 
                              explaining, inter alia, the Share Reorganisation, 
                              Placing and Directors' Loans and incorporating 
                              the notice of General Meeting 
 "Company" or "Pittards      Pittards plc, a company incorporated and 
  plc"                        registered in England and Wales with registered 
                              number 00102384 
 "Consolidation"             the proposed consolidation of every 100 Existing 
                              Ordinary Shares into one Consolidated Ordinary 
                              Share 
 "Consolidated Ordinary      the new ordinary shares of GBP50 each in 

  Shares"                     the capital of the Company resulting from 
                              the Consolidation 
 "Record Date"               the record date for the Share Reorganisation 
                              being 6.00 p.m. on 11 April 2023 (or such 
                              other date and time as the Directors may 
                              determine) 
 "CREST"                     the computerised settlement system (as defined 
                              in the CREST Regulations) operated by Euroclear 
                              which facilitates the transfer of title to 
                              shares in uncertificated form 
 "CREST Regulations"         the Uncertificated Securities Regulations 
                              2001 (S.I. 2001 No. 3755) (as amended) 
 "Deferred Shares"           the deferred shares of 1 pence each in the 
                              capital of the Company arising from the Share 
                              Reorganisation 
 "Directors' Loans"          loans amounting in aggregate to GBP85,000 
                              agreed to be made by Directors and certain 
                              other employees to the Company 
 "Director Shares"           340,000 New Ordinary Shares expected to be 
                              issued to the Directors and certain employees 
                              at the Placing Price immediately following 
                              the passing of certain Resolutions at the 
                              General Meeting and the Share Reorganisation 
                              becoming effective, by way of the conversion 
                              of the Directors' Loans 
 "Enlarged Voting Issued     the issued ordinary share capital of the 
  Share Capital"              Company immediately following Admission (excluding 
                              shares held in treasury) 
 "Euroclear"                 Euroclear UK & International Limited, a company 
                              incorporated under the laws of England and 
                              Wales 
 "Existing Ordinary          the 13,888,690 ordinary shares of 50 pence 
  Shares "                    each in the capital of the Company in issue 
                              immediately prior to the date of this document, 
                              all of which are admitted to trading on AIM 
 "Form of Proxy"             the form of proxy for use in connection with 
                              the General Meeting available on request 
                              from the Company's Registrar 
 "General Meeting"           the general meeting of the Company convened 
                              for 11.00 a.m. on 11 April 2023 
 "Group"                     the Company and its subsidiary undertakings 
 "Lloyds"                    Lloyds Bank plc 
 "London Stock Exchange"     London Stock Exchange plc 
 "New Ordinary Shares"       the new ordinary shares of 1 pence each in 
                              the capital of the Company arising from the 
                              Share Reorganisation 
 "Ordinary Shares"           ordinary shares in the capital of the Company 
 "Placing"                   the conditional placing of the Placing Shares 
                              by WH Ireland on behalf of the Company at 
                              the Placing Price pursuant to the Placing 
                              Agreement 
 "Placing Price"             25 pence per Placing Shares 
 "Placing Shares"            the 1,020,000 New Ordinary Shares to be issued 
                              and allotted pursuant to the Placing 
 "Placing Agreement"         the agreement dated 24 March 2023 between 
                              the Company and WH Ireland relating to the 
                              Placing 
 "Record Date"               the record date in relation to the Share 
                              Reorganisation, being 6.00 p.m. on 11 April 
                              2023 
 "Regulatory Information     a service approved by the FCA for the distribution 
  Service"                    to the public of regulatory announcements 
                              and included within the list maintained on 
                              the FCA's website 
 "Resolutions"               the ordinary resolution and the special resolutions 
                              set out in the Circular 
 "Shareholders"              holders of issued Existing Ordinary Shares 
                              (excluding the Company) 
 "Share authorities"         the share authorities to be approved at the 
                              General Meeting 
 "Share Reorganisation"      together the proposed Consolidation and Subdivision 
 "Subdivision"               the proposed subdivision of each Consolidated 
                              Ordinary Share into 100 New Ordinary Shares 
                              and 4,900 Deferred Shares 
 "United Kingdom" or         the United Kingdom of Great Britain and Northern 
  "UK"                       Ireland 
 "WH Ireland"                WH Ireland Limited, nominated adviser and 
                              broker to the Company 
 "GBP", "pounds sterling",   are references to the lawful currency of 
  "pence", "GBP" or "p"       the United Kingdom 
 

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March 24, 2023 10:34 ET (14:34 GMT)