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Share Name Share Symbol Market Type Share ISIN Share Description
Providence Resources Plc LSE:PVR London Ordinary Share IE00B66B5T26 ORD EUR0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.05 -1.55% 3.175 3.10 3.25 3.225 3.175 3.225 675,639 15:56:35
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Oil & Gas Producers 0.0 -18.1 -3.0 - 27

PROVIDENCE RES. Proposed Conditional Fundraising To Raise Approximately Us$3.0 Million

06/04/2020 7:00am

UK Regulatory (RNS & others)


 
TIDMPVR 
 
 
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
   THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT 
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR 
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR SOUTH 
AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS 
ANNOUNCEMENT 
 
   FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL 
NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR ISSUE OR THE 
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY 
NEW OR EXISTING ORDINARY SHARES OF PROVIDENCE RESOURCES PLC IN ANY 
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL 
 
   Terms and conditions used in this announcement have the meaning ascribed 
to them in Appendix II to this announcement unless the context requires 
otherwise. 
 
   Providence Resources P.l.c. 
 
   Proposed conditional fundraising to raise approximately US$3.0 million 
 
   Dublin and London -- 6 April, 2020 -- Providence Resources P.l.c. (PVR 
LN, PRP ID), the Irish based energy company ("Providence" or the 
"Company"), announces its intention to conditionally raise approximately 
$3.0 million (before expenses) (the "Fundraising") through the issue of 
Placing Securities and Subscription Securities (each of which shall 
comprise one New Ordinary Share, one 3p Warrant and one 9p Warrant) at a 
price of 1.5p each (the "Issue Price"). The Fundraising comprises a 
placing to institutional and other investors to raise approximately 
GBP2.15 million (equivalent to approximately US$2.63 million) (before 
expenses) (the "Placing") and a subscription by SpotOn Energy Limited 
("SpotOn Energy") to raise GBP0.30 million (equivalent to approximately 
US$0.37 million), as described further below (the "Subscription"). 
 
   The Issue Price represents a discount of 13 per cent. to the closing 
price of 1.73p on 3 April 2020, being the latest practicable date on 
which the Company's shares traded on AIM and Euronext Growth ahead of 
this announcement. 
 
   The Placing is being conducted through an accelerated bookbuild process 
(the "Bookbuild") which is managed by Cenkos, Davy and Mirabaud, the 
Company's brokers (together the "Joint Bookrunners"). 
 
   The Bookbuild will open with immediate effect following release of this 
announcement. The amount to be raised pursuant to the Fundraising and 
the number of Placing Securities to be issued in the Placing will be 
agreed by the Joint Bookrunners and the Company at the close of the 
Bookbuild. The timing of the closing of the Bookbuild and allocations 
are at the discretion of the Joint Bookrunners and the Company. Details 
of the number of Placing Securities to be issued will be announced as 
soon as practicable after the close of the Bookbuild. 
 
   All of the Directors and certain members of the Company's senior 
management team have indicated that they intend to participate in the 
Placing. 
 
   Term Sheet with SpotOn Energy in relation to Barryroe 
 
   The Company is also pleased to announce that it has agreed a non-binding 
and non-exclusive heads of terms (the "Term Sheet") with SpotOn Energy 
in relation to the farm out of Standard Exploration Licence ("SEL") 1/11 
which contains the Barryroe oil and gas field ("Barryroe"). SEL 1/11 is 
operated by EXOLA DAC ("EXOLA", 80%), a wholly-owned subsidiary of 
Providence, on behalf of its partner, Lansdowne Celtic Sea Limited (20%) 
("Lansdowne" and, together with EXOLA, the "Barryroe Partners"). 
 
   Pursuant to the Term Sheet, the Company has granted SpotOn Energy a 
period of exclusivity until October 31, 2020 during which time SpotOn 
Energy will, working in collaboration with Providence, seek to agree an 
appraisal work programme for the Barryroe field and develop commercial 
terms with the aim of concluding a binding farm out agreement within 
that period. 
 
   SpotOn Energy is a Norwegian company, registered in the UK, which takes 
a progressive approach to cost effective offshore oil and gas field 
development, working with a consortium of world leading services 
providers to deliver development projects. The SpotOn Energy team has 
extensive experience designing and constructing semi-submersible 
drilling rigs for North Sea deployment and also in the design, 
development and asset integrity management of offshore facilities. 
 
   The Company is also pleased to confirm that SpotOn Energy has confirmed 
that it has agreed to invest an initial GBP300,000 into the Company by 
subscribing directly with the Company for Subscription Securities 
pursuant to the Subscription and that it intends to make a further 
investment of GBP200,000 within six weeks of this announcement through a 
subscription for new Ordinary Shares at the prevailing market price. A 
further update will be issued in due course. 
 
   Background to and reasons for the Fundraising 
 
   The Company has now completed a re-engineering of its business and has 
materially reduced its running costs. In addition, a review of the 
Company's exploration portfolio is now complete and is expected to 
result in additional licence and work programme cost reductions through 
2020. 
 
   As previously announced, the capital raising in September 2019 provided 
working capital only in respect of general, administrative and licence 
operating costs for the period to the beginning of February 2020. While 
this period has been extended (as announced by the Company in its 
announcement dated 13 February 2020), the Company has an urgent need for 
additional working capital in order to allow it to continue as a going 
concern beyond this date and to allow it to continue the Barryroe farm 
out process with SpotOn Energy. 
 
   Shareholders should note that, if the Fundraising is not successful, the 
Company's ability to continue as a going concern beyond mid-May 2020 
will be materially compromised and the outcome of the Barryroe farm out 
process will be negatively impacted. 
 
   Use of Proceeds 
 
   It is anticipated that the proceeds of the Fundraising will be used 
principally to provide general working capital for the business to cover 
general administration, licencing and Placing costs, until April 2021. 
In the event that the amount raised pursuant to the Fundraising is 
increased as a result of excess demand, this will provide the Company 
with additional working capital which will take it beyond this date and 
ensure greater financial flexibility. 
 
   Current Trading & Prospects 
 
   Business Re-Structuring and Prospects 
 
   The Company recently completed a detailed business re-structuring which 
included the appointment of a new CEO, Alan Linn, and the implementation 
of a significant reduction in the Company's ongoing cost base. 
 
   Since his appointment, Mr Linn has also completed a review of the 
Company's asset base and intends to concentrate business activity and 
resources on building the value of the Barryroe project by implementing 
an appraisal work programme targeting the eastern and central locations 
within the Barryroe field. 
 
   As outlined above, pursuant to the Term Sheet agreed with SpotOn Energy, 
the Company has granted SpotOn Energy a period of exclusivity until 
October 31, 2020 during which time SpotOn Energy will, working in 
collaboration with the Company, seek to agree an appraisal work 
programme for the Barryroe field and develop commercial terms with the 
aim of concluding a binding farm out agreement within that period. 
 
   Barryroe site survey 
 
   On 9 August 2019, the Company announced that the Barryroe Partners had 
received permission from the Minister of State at the Department of 
Communications, Climate Action and Environment to undertake a seabed 
debris clearance, environmental baseline and habitat assessment site 
survey over the area of the Barryroe field within SEL 1/11.  The survey 
was completed successfully within budget on 16 September 2019. 
 
   With the Company reverting to its original appraisal programme it is 
important to commence the planning preparation work and submit the 
necessary application required in order to provide timing certainty for 
the commencement of the appraisal work programme. To this end, the 
Company recently submitted a planning application to undertake a site 
survey on a third Barryroe field appraisal location. 
 
   Importance of the Fundraising 
 
   Shareholders should note that, if the Company does not receive the 
proceeds of the Fundraising, the Company's ability to continue as a 
going concern will be materially compromised. 
 
   The Company would, in such circumstances, have to attempt to seek 
alternative forms of finance in a short time frame and undertake other 
activities such as delaying or reducing capital expenditure as a matter 
of urgency.  There is a substantial risk that the Company would be 
unable to secure alternative forms of finance at all or on commercially 
acceptable terms. If the Company was unable to secure alternative forms 
of finance at all or on commercially acceptable terms, this would have a 
material adverse effect on the Company's ability to operate on a going 
concern basis (in addition to impacting on its business, financial 
condition, prospects, capital resources, cash flows, share price, 
liquidity, results and/or future operations). 
 
   Subject to the successful conclusion of the Fundraising, the net 
proceeds of Fundraising are expected to be received by the Company on 6 
May 2020. 
 
   The Warrants 
 
   Two classes of Warrants, the 3p Warrants and the 9p Warrants will be 
issued to Placees and Subscribers. 
 
   Placees and Subscribers will be issued one 3p Warrant and one 9p Warrant 
for each Placing Share or Subscriber Share (as appropriate) acquired by 
them in the Fundraising. 
 
   The 3p Warrants will entitle holders to be able to subscribe for one new 
Ordinary Share for each Warrant held at an exercise price of GBP0.03 per 
Ordinary Share at any time for a period of 12 months following Admission 
of the New Ordinary Shares. 
 
   The 9p Warrants will entitle holders to be able to subscribe for one new 
Ordinary Share for each Warrant held at an exercise price of GBP0.09 per 
Ordinary Share at any time for a period of 24 months following Admission 
of the New Ordinary Shares. 
 
   If the Warrants are not exercised by their respective final exercise 
dates (being, in respect of the 3p Warrants, the date falling 12 months 
following Admission of the New Ordinary Shares and, in respect of the 9p 
Warrants, the date falling 24 months following Admission of the New 
Ordinary Shares) the Warrants shall lapse and shall no longer be capable 
of being exercised. 
 
   The Warrants will be non-transferable and issued in registered form, 
with the register of Warrants being kept by the registrar of the 
Company. 
 
   Warrant certificates representing the relevant number of Warrants to be 
issued to Placees and Subscribers, are expected to be despatched by post 
within 14 Business Days of Admission, at the sole risk of warrant 
holders. 
 
   Details of the Fundraising 
 
   The Placing 
 
   The Placing is subject to the terms and conditions set out in the 
Appendix (which forms part of this announcement, such announcement and 
the Appendix together, the "Announcement"). 
 
   Application will be made to the London Stock Exchange and Euronext 
Dublin for the New Ordinary Shares to be admitted to trading on AIM and 
Euronext Growth. It is expected that admission to trading on each 
exchange ("Admission") will become effective and that dealings in the 
New Ordinary Shares will commence on AIM and Euronext Growth at 8.00 
a.m. on 6 May 2020. 
 
   The New Ordinary Shares will be issued and credited as fully paid and 
will rank in full for all dividends and other distributions declared, 
made or paid after the admission of those Ordinary Shares and will 
otherwise rank on Admission pari passu in all respects with each other 
and with the existing Ordinary Shares in the Company. 
 
   The Placing is conditional upon, amongst other things: 
 
 
   -- the Joint Bookrunners and the Company agreeing the number of Placing 
      Securities at the close of the Bookbuild; 
 
   -- the passing of the Placing Resolutions without amendment to be proposed 
      at the General Meeting; 
 
   -- the Placing Agreement having become unconditional (save for Admission) 
      and not having been terminated in accordance with its terms prior to 
      Admission; 
 
   -- the Subscription Agreement having become unconditional (save for 
      Admission); and 
 
   -- Admission taking place by no later than 8.00 a.m. on 6 May 2020 (or such 
      later date as the Joint Bookrunners may agree in writing with the Company, 
      being not later than 8.00 a.m. on 20 May 2020). 
 
 
   If any of the conditions are not satisfied, the Placing Securities and 
the Subscription Securities will not be issued and Admission of the New 
Ordinary Shares will not take place. 
 
   Pursuant to the Placing Agreement, the Joint Bookrunners, as agents for 
the Company, have agreed to use their reasonable endeavours to procure 
subscribers for the Placing Securities at the Issue Price. The Placing 
Agreement contains customary warranties given by the Company in favour 
of the Joint Bookrunners in relation to, inter alia, the accuracy of the 
information in this announcement and other matters relating to the 
Company and its business. 
 
   Under the Placing Agreement, the Company has agreed to pay to the Joint 
Bookrunners a commission based on the aggregate value of the Placing 
Securities placed at the Issue Price and to Cenkos and Davy a corporate 
fee for the Placing. 
 
   The Joint Bookrunners have the right to terminate the Placing Agreement 
in certain circumstances prior to Admission, in particular, in the event 
of a breach of any of the warranties or a material adverse change. 
 
   The Placing Agreement also provides for the Company to pay all costs, 
charges and expenses of, or incidental to, the Placing and Admission 
including all legal and other professional fees and expenses. 
 
   The Placing Securities have not been made available to the public and 
have not been offered or sold in any jurisdiction where it would be 
unlawful to do so. 
 
   The Subscription 
 
   The Company has entered into a subscription agreement with SpotOn Energy 
dated 5 April 2020 (the "Subscription Agreement") pursuant to which 
SpotOn Energy has agreed, conditional upon Admission occurring and the 
Placing Agreement becoming unconditional in all respects and not having 
been terminated on or before Admission, to subscribe for 20,000,000 
Subscription Securities at the Issue Price. 
 
   The Subscription Agreement contains customary representations and 
warranties: 
 
   a)     from the Company in favour of SpotOn; and 
 
   b)     from SpotOn in favour of the Company. 
 
   This Announcement should be read in its entirety. In particular, your 
attention is drawn to the "Important Notices" section of this 
Announcement, to the detailed terms and conditions of the Placing and 
further information relating to the Bookbuild described in the Appendix 
to this Announcement (which forms part of this Announcement). 
 
   By choosing to participate in the Placing and by making an oral and 
legally binding offer to acquire Placing Securities, investors will be 
deemed to have read and understood this Announcement in its entirety 
(including the Appendix), and to be making such offer on the terms and 
subject to the conditions of the Placing contained herein, and to be 
providing the representations, warranties and acknowledgements contained 
in the Appendix. 
 
   Expected timetable 
 
 
 
 
Announcement of the Fundraising                                   6 April 2020 
 
Announcement of the results of the Placing                        6 April 2020 
 
Posting of the Circular and the Forms of Proxy                    9 April 2020 
 
Last time and date for receipt of Forms of Proxy for       11.00 a.m. on 3 May 
 use at the Extraordinary General Meeting                                 2020 
 
Voting Record Date                                        6 p.m. on 3 May 2020 
 
Extraordinary General Meeting                              11.00 a.m. on 5 May 
                                                                          2020 
 
Admission effective and dealings in New Ordinary Shares     8.00 a.m. on 6 May 
 expected to commence on AIM and Euronext Growth                          2020 
 
Notes: 
 
 1.    Each of the times and dates shown above and elsewhere 
       in this announcement are indicative and accordingly 
       are subject to change. 
 
 2.    References to time in this announcement are to Dublin 
       time unless otherwise stated. 
 
 3.    If any of the above times and/or dates change, the 
       revised time(s) and/or date(s) will be notified to 
       Shareholders by announcement through a Regulatory 
       Information Service. 
 
 
   For further information please contact the following: 
 
 
 
 
Providence Resources P.l.c.                           Tel: +353 1 219 4074 
Alan Linn, Chief Executive Officer 
 Pat Plunkett, Chairman 
 
Cenkos Securities plc                                Tel: +44 131 220 6939 
Neil McDonald 
 Derrick Lee 
 Joe Nally (Corporate Broking) 
 
J&E Davy                                              Tel: +353 1 679 6363 
Anthony Farrell 
 John Frain 
 
Mirabaud Securities Limited                         Tel: + 44 20 3167 7221 
Peter Krens 
 
MEDIA ENQUIRIES 
 
Murray Consultants                  Tel: +353 1 498 0300 / 353 87 255 8300 
Pauline McAlester 
 
 
 
   Important Notices 
 
   This Announcement is released by Providence Resources plc and contains 
inside information for the purposes of Article 7 of the Market Abuse 
Regulation (EU) 596/2014 ("MAR"), encompassing information relating to 
the Fundraising described above, and is disclosed in accordance with the 
Company's obligations under Article 17 of MAR. 
 
   For the purposes of MAR and Article 2 of Commission Implementing 
Regulation (EU) 2016/1055, this Announcement is being made on behalf of 
the Company by Alan Linn, CEO of Providence Resources P.l.c.. 
 
   This Announcement contains (or may contain) 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 and which involve a number of risks and 
uncertainties.  The Company cautions readers that no forward-looking 
statement is a guarantee of future performance and that actual results 
could differ materially from those contained in the forward-looking 
statements. These forward-looking statements can be identified by the 
fact that they do 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", or other words of similar meaning.  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 the price of 
commodities or 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 explorations, 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. You should not place undue 
reliance on 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. Except as required by the FCA, the CBI, the 
London Stock Exchange, Euronext Dublin 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. 
 
   This Announcement is for information purposes only and shall not 
constitute an offer to buy, sell, issue, or subscribe for, or the 
solicitation of an offer to buy, sell, issue, or subscribe for any 
securities, nor shall there be any offer, solicitation or sale of 
securities in any jurisdiction in which such offer, solicitation or sale 
would be unauthorised or unlawful prior to registration or qualification 
under the securities laws of any such jurisdiction. Any failure to 
comply with these restrictions may constitute a violation of the 
securities law of any such jurisdiction. 
 
   The Placing Securities have not been and will not be registered under 
the U.S. Securities Act or with any securities regulatory authority of 
any state or other jurisdiction of the United States and may not be 
offered, sold, delivered or transferred, directly or indirectly, in or 
into 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 Company does 
not intend to register any portion of the Placing in the United States 
or to conduct a public offering of securities in the United States. 
 
   This Announcement does not contain an offer or constitute any part of an 
offer to the public within the meaning of Sections 85 and 102B of the 
FSMA or otherwise. This Announcement is not an "approved prospectus" 
within the meaning of Section 85(7) of FSMA and a copy of it has not 
been, and will not be, delivered to the FCA in accordance with the 
Prospectus Rules or delivered to any other authority which could be a 
competent authority for the purpose of the Prospectus Directive. Its 
contents have not been examined or approved by the London Stock Exchange 
plc, nor has it been approved by an "authorised person" for the purposes 
of Section 21 of FSMA. This Announcement is being distributed to persons 
in the United Kingdom only in circumstances in which section 21(1) of 
the FSMA does not apply. 
 
   This Announcement is directed only at: (a) persons in member states of 
the European Economic Area who are qualified investors within the 
meaning of article 2(e) of  the Prospectus Regulation (EU) 2017/1129 
("Qualified Investors") and (b) if in the United Kingdom, persons who 
(i) have professional experience in matters relating to investments who 
fall within the definition of "investment professionals" in article 
19(5) of the Financial Services and Markets Act 2000 (Financial 
Promotion) Order 2005, as amended (the "Order"), or are high net worth 
companies, unincorporated associations or partnerships or trustees of 
high value trusts as described in article 49(2) of the Order and (ii) 
are "qualified investors" as defined in section 86 of FSMA and (c) 
otherwise, to persons to whom it may otherwise be lawful to communicate 
it (all such persons together being referenced to as "Relevant 
Persons"). Any investment in connection with the Placing will only be 
available to, and will only be engaged with, relevant persons. Any 
person who is not a Relevant Person should not act or rely on this 
Announcement or any of its contents. 
 
   This Announcement has been issued by and is the sole responsibility of 
the Company.  No representation or warranty, express or implied, is or 
will be made as to, or in relation to, and no responsibility or 
liability is or will be accepted by any of the Joint Bookrunners (apart 
from the responsibilities or liabilities that may be imposed by the FSMA 
or other regulatory regime established thereunder) or by any of their 
respective 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. 
 
   Cenkos, who is authorised and regulated in the United Kingdom by the FCA, 
is the Company's nominated adviser and joint broker. Cenkos' 
responsibilities as the Company's nominated adviser under the AIM Rules 
are owed solely to the London Stock Exchange and are not owed to the 
Company or to any Director or to any other person. Cenkos is acting 
exclusively for the Company and nobody else in connection with the 
Placing and will not regard any other person (whether or not a recipient 
of this Announcement) as a client in relation to the Placing and will 
not be responsible to anyone other than the Company for providing the 
protections afforded to clients of Cenkos or for providing advice in 
relation to the Placing or any matters referred to in this Announcement. 
 
   Davy, which is authorised and regulated in Ireland by the Central Bank 
of Ireland, is acting as Euronext Growth Advisor (pursuant to the 
Euronext Growth Rules) and joint broker to the Company. Davy will not be 
responsible to any person other than the Company for providing the 
protections afforded to clients of Davy or for providing advice to any 
other person in connection with the Placing. Davy accepts no liability 
whatsoever for the accuracy of any information or opinions contained in 
this Announcement or for the omission of any material information, for 
which it is not responsible. Davy has not authorised the contents of, or 
any part of, this Announcement and no liability whatsoever is accepted 
by Davy for the accuracy of any information or opinions contained in 
this Announcement or for the omission of any information from this 
Announcement. 
 
   Mirabaud, who is authorised and regulated in the United Kingdom by the 
FCA, is the Company's joint broker. Mirabaud is acting exclusively for 
the Company and nobody else in connection with the Placing and will not 
regard any other person (whether or not a recipient of this 
Announcement) as a client in relation to the Placing and will not be 
responsible to anyone other than the Company for providing the 
protections afforded to clients of Mirabaud or for providing advice in 
relation to the Placing or any matters referred to in this Announcement. 
 
   Davy, who is authorised and regulated in Ireland by the CBI, is the 
Company's Euronext Growth Adviser and joint broker. Davy's 
responsibilities as the Company's Euronext Growth Adviser under the 
Euronext Growth Rules are owed solely to Euronext Dublin and are not 
owed to the Company or to any Director or to any other person. Davy is 
acting exclusively for the Company and nobody else in connection with 
the Placing and will not regard any other person (whether or not a 
recipient of this Announcement) as a client in relation to the Placing 
and will not be responsible to anyone other than the Company for 
providing the protections afforded to clients of Davy or for providing 
advice in relation to the Placing or any matters referred to in this 
Announcement. 
 
   The distribution of this Announcement and the offering of the Placing 
Securities in certain jurisdictions may be restricted by law. No action 
has been taken by the Company or any of the Joint Bookrunners that would 
permit an offering of such shares or possession or distribution of this 
Announcement or any other offering or publicity material relating to 
such shares in any jurisdiction where action for that purpose is 
required. Persons into whose possession this Announcement comes are 
required to inform themselves about, and to observe such restrictions. 
 
   The Announcement does not constitute a recommendation concerning any 
investor's options with respect to the Placing. The Placing Securities 
to which this Announcement relates may be illiquid and / or subject to 
restrictions on their resale. Prospective purchasers of the Placing 
Securities should conduct their own due diligence, analysis and 
evaluation of the business and date described in this Announcement, 
including the Placing Securities. The pricing and value of securities 
can go down as well as up. Past performance is not a guide to future 
performance. The contents of this Announcement are not to be construed 
as financial, legal, business or tax advice. If you do not understand 
the contents of this Announcement you should consult an authorised 
financial adviser, legal adviser, business adviser or tax adviser for 
financial, legal, business or tax advice. 
 
   The information in this Announcement may not be forwarded or distributed 
to any other person and may not be reproduced in any manner whatsoever. 
Any forwarding, distribution, dissemination, reproduction, or disclosure 
of this information in whole or in part is unauthorised. Failure to 
comply with this directive may result in a violation of the U.S. 
Securities Act or the applicable laws of other jurisdictions. 
 
   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. 
 
   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 Securities have been subject to a 
product approval process, which has determined that such Placing 
Securities are: (i) compatible with an end target market of retail 
investors and investors who meet the criteria of professional clients 
and eligible counterparties, each as defined in MiFID II; and (ii) 
eligible for distribution through all distribution channels as are 
permitted by MiFID II (the "Target Market Assessment"). Notwithstanding 
the Target Market Assessment, distributors should note that: the price 
of the Placing Securities may decline and investors could lose all or 
part of their investment; the Placing Securities offer no guaranteed 
income and no capital protection; and an investment in the Placing 
Securities 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, each of the Joint 
Bookrunners will only procure investors who meet the criteria of 
professional clients and eligible counterparties. For the avoidance of 
doubt, the Target Market Assessment does not constitute: (a) an 
assessment of suitability or appropriateness for the purposes of MiFID 
II; or (b) a recommendation to any investor or group of investors to 
invest in, or purchase, or take any other action whatsoever with respect 
to the Placing Securities. Each distributor is responsible for 
undertaking its own target market assessment in respect of the Placing 
Securities and determining appropriate distribution channels. 
 
   Appendix I 
 
   Terms and Conditions of the Placing 
 
   IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. 
 
   THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE 
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND 
IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR 
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, 
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN 
WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS 
ANNOUNCEMENT (INCLUDING THE APPICES) COMES ARE REQUIRED BY THE 
COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO 
OBSERVE ANY SUCH RESTRICTIONS. 
 
   THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO 
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE 
COMPANY. 
 
   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS 
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPIX ARE 
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: 
(A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO 
ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION 
(EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING 
REGULATIONS) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (B) 
IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE 
IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF 
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES 
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE 
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS 
OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 
49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN 
SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED 
("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE 
LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON 
SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS 
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY 
ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT 
YOU ARE A RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS 
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT 
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS 
ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE TERMS AND CONDITIONS SET 
OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE 
ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS 
APPIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE 
SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE 
COMPANY. 
 
   THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT 
CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE 
IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH 
AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. 
 
   THE PLACING SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER 
THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), OR 
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION 
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, 
TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE 
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A 
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY 
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE 
NO PUBLIC OFFER OF THE PLACING SECURITIES IN THE UNITED STATES, THE 
UNITED KINGDOM OR ELSEWHERE. 
 
   EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, 
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SECURITIES. 
 
   Persons (including individuals, funds or otherwise) who are invited to 
and who have chosen to participate in the Placing (and any person acting 
in such person's behalf), by making an oral or written offer to 
subscribe for Placing Securities will be deemed to have read and 
understood this Announcement, including this Appendix, in its entirety 
and to be making such offer on the terms and conditions, and to be 
providing the representations, warranties, acknowledgements, and 
undertakings contained in this Appendix. 
 
   In this Appendix, unless the context otherwise requires, "Placee" means 
a Relevant Person (including individuals, funds or others) by whom or on 
whose behalf a commitment to subscribe for Placing Securities has been 
given. In particular, each such Placee represents, warrants and 
acknowledges that: 
 
   1.             it is a Relevant Person (as defined above) and undertakes 
that it will acquire, hold, manage or dispose of any Placing Securities 
that are allocated to it for the purposes of its business; 
 
   2.             in the case of any Placing Securities acquired by it as a 
financial intermediary, as that term is used in Article 5(1) of the 
Prospectus Regulation, (i) the Placing Securities 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 member state of 
the EEA or to which the Prospectus Regulation otherwise applies other 
than Qualified Investors or in circumstances in which the prior written 
consent of the Joint Bookrunners has been given to the offer or resale; 
or (ii) where Placing Securities have been acquired by it on behalf of 
persons in any member state of the EEA other than Qualified Investors, 
the offer of those Placing Securities to it is not treated under the 
Prospectus Regulation as having been made to such persons; 
 
   3.             except as otherwise permitted by the Joint Bookrunners, 
(i) it and the person(s), if any, for whose account or benefit it is 
acquiring the Placing Securities are purchasing the Placing Securities 
in an "offshore transaction" as defined in Regulation S under the 
Securities Act; (ii) it is aware of the restrictions on the offer and 
sale of the Placing Securities pursuant to Regulation S; and (iii) the 
Placing Securities have not been offered to it by means of any "directed 
selling efforts" as defined in Regulation S; 
 
   4.             it is acquiring the Placing Securities for its own 
account or is acquiring the Placing Securities 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 and agreements contained in this 
Announcement; 
 
   5.             it understands (or, if acting for the account of another 
person, such person understands) the resale and transfer restrictions 
set out in this Appendix; 
 
   6.             it acknowledges that the Placing Securities have not been 
and will not be registered under the Securities Act or with any 
securities regulatory authority of any state or other jurisdiction of 
the United States and may not be offered, sold or transferred, directly 
or indirectly, within the United States 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; and 
 
   7.            the Company and the Joint Bookrunners will rely upon the 
truth and accuracy of the foregoing representations, acknowledgements 
and agreements. 
 
   The Placing Securities 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. 
 
   Persons (including, without limitation, nominees and trustees) who have 
a contractual or other legal obligation to forward a copy of this 
Appendix (or the Announcement of which it forms part) should seek 
appropriate advice before taking any action. 
 
   Details of the Placing 
 
   The Joint Bookrunners have entered into a placing agreement with the 
Company (the "Placing Agreement") under which, subject to the conditions 
set out therein, each of the Joint Bookrunners has agreed to use its 
reasonable endeavours to procure subscribers for the Placing Securities 
at the Issue Price. 
 
   The Placing is conditional upon the Placing Agreement becoming 
unconditional in all respects. 
 
   The New Ordinary Shares will, when issued, rank pari passu in all 
respects with the existing Ordinary Shares in the Company, including the 
right to receive dividends and other distributions declared, made or 
paid following Admission. 
 
   The Placing Warrants will, when issued, be subject to the Warrant 
Instrument. Each 3p Warrant will entitle the holder to subscribe for one 
new Ordinary Share at an exercise price of 3 pence per Ordinary Share at 
any time for a period of one year following Admission. Each 9p Warrant 
will entitle the holder to subscribe for one new Ordinary Share at an 
exercise price of 9 pence per Ordinary Share at any time for a period of 
two years following Admission. 
 
   Application for admission to trading 
 
   Application for Admission in respect of the New Ordinary Shares will be 
made to both the London Stock Exchange and Euronext Dublin. It is 
expected that Admission will become effective and that dealings in the 
New Ordinary Shares will commence on AIM and Euronext Growth at 8.00 
a.m. on 6 May 2020, and in any event no later than 20 May 2020. 
 
   Bookbuild 
 
   The Joint Bookrunners will today commence the bookbuilding process in 
respect of the Placing (the "Bookbuild") to determine demand for 
participation in the Placing by Placees. This Appendix gives details of 
the terms and conditions of, and the mechanics of participation in, the 
Placing. No commissions will be paid to Placees or by Placees in respect 
of any Placing Securities. 
 
   The Joint Bookrunners and the Company shall be entitled to effect the 
Placing by such alternative method to the Bookbuild as they may, in 
their sole discretion, determine. 
 
   Participation in, and principal terms of, the Placing 
 
   The Joint Bookrunners are arranging the Placing as agents for and on 
behalf of the Company. Participation in the Placing will only be 
available to Placees who may lawfully be, and are, invited to 
participate by the Joint Bookrunners. The Joint Bookrunners' agents and 
their respective affiliates are each entitled to enter bids in the 
Bookbuild as principal. 
 
   The number of Placing Securities to be issued will be agreed between the 
Joint Bookrunners and the Company following completion of the Bookbuild. 
The number of Placing Securities will be announced on a Regulatory 
Information Service following the completion of the Bookbuild. 
 
   To bid in the Bookbuild, Placees should communicate their bid by 
telephone or in writing to their usual sales contact at either Cenkos, 
Mirabaud or Davy. Each bid should state the number of Placing Securities 
which the prospective Placee wishes to acquire at the Issue Price 
established by the Company and the Joint Bookrunners. Bids may be scaled 
down by the Joint Bookrunners on the basis referred to below. 
 
   The Bookbuild is expected to close at close of business on 6 April 2020, 
but may be closed earlier or later at the absolute discretion of the 
Joint Bookrunners. The Joint Bookrunners may, in agreement with the 
Company, accept bids that are received after the Bookbuild has closed. 
The Company reserves the right (upon the agreement of the Joint 
Bookrunners) to reduce or seek to increase (subject to the maximum size 
referred to in the Announcement) the amount to be raised pursuant to the 
Placing. 
 
   The Joint Bookrunners will determine in their absolute discretion (in 
consultation with the Company) the extent of each Placee's participation 
in the Placing, which will not necessarily be the same for each Placee 
and this will be confirmed orally or in writing by one of the Joint 
Bookrunners as agent of the Company ("Confirmation"). No element of the 
Placing will be underwritten. Confirmation will constitute an 
irrevocable legally binding commitment upon that person (who will at 
that point become a Placee) to subscribe for the number of Placing 
Securities allocated to it at the Issue Price on the terms and 
conditions set out in this Appendix (a copy of the terms and conditions 
having been provided to the Placee prior to or at the same time as such 
oral or written confirmation) and in accordance with the Articles. Each 
prospective Placee's allocation and commitment will be evidenced by a 
contract note or an electronic trade confirmation issued to such Placee 
by the relevant Joint Bookrunner. The terms of this Appendix will be 
deemed incorporated by reference therein. For the avoidance of doubt, 
the Confirmation constitutes each Placee's irrevocable legally binding 
agreement, subject to the Placing Agreement not having been terminated, 
to pay the aggregate settlement amount for the Placing Securities to be 
subscribed for by that Placee regardless of the total number of Placing 
Securities (if any) subscribed for by any other investor(s) and, except 
with the consent of the Joint Bookrunners, the Confirmation will not be 
capable of variation or revocation after the time at which it is 
submitted. 
 
   The Joint Bookrunners reserve the right to scale back the number of 
Placing Securities to be subscribed by any Placee in the event of an 
oversubscription under the Placing. The Joint Bookrunners  also reserve 
the right not to accept offers for Placing Securities or to accept such 
offers in part rather than in whole. 
 
   Each Placee will be required to pay to the relevant Joint Bookrunner (or 
as it may direct), on the Company's behalf, the Issue Price for each 
Placing Security agreed to be acquired by it under the Placing in 
accordance with the terms set out herein. Each Placee's obligation to 
acquire and pay for Placing Securities under the Placing will be owed to 
the Joint Bookrunners and the Company. Each Placee has an immediate, 
separate, irrevocable and binding obligation, owed to the Joint 
Bookrunners, to pay to the relevant Joint Bookrunner (or as it may 
direct) in cleared funds an amount equal to the product of the Issue 
Price and the number of Placing Securities such Placee has agreed to 
subscribe for. Each Placee will be deemed to have read and understood 
this Appendix in its entirety, to be participating in the Placing upon 
the terms and conditions contained in this Appendix, and to be providing 
the representations, warranties, agreements, acknowledgements and 
undertakings, in each case as contained in this Appendix. To the fullest 
extent permitted by law and applicable FCA rules (the "FCA Rules") and 
CBI rules, none of (i) the Joint Bookrunners, (ii) any of their 
respective directors, officers, employees or consultants, or (iii) to 
the extent not contained within (i) or (ii), any person connected with a 
Joint Bookrunner as defined in the FCA Rules ((i), (ii) and (iii) being 
together "affiliates" and individually an "affiliate"), shall have any 
liability to Placees or to any person other than the Company in respect 
of the Placing. 
 
   Irrespective of the time at which a Placee's participation in the 
Placing is confirmed, settlement for all Placing Securities to be 
acquired pursuant to the Placing will be required to be made at the same 
time, on the basis explained below under 'Registration and settlement'. 
 
   Completion of the Placing will be subject to the fulfilment of the 
conditions referred to below under 'Conditions of the Placing' and to 
the Placing not being terminated on the basis referred to below under 
'Termination of the Placing Agreement'. In the event that the Placing 
Agreement is not entered into or does not otherwise become unconditional 
in any respect or, after having been entered into, is terminated, the 
Placing will not proceed and all funds delivered by the Placee to the 
relevant Joint Bookrunner (or as it may direct) in respect of the 
Placee's participation will be returned to the Placee at the Placee's 
risk without interest. 
 
   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 otherwise be capable of 
rescission or termination by the Placee. 
 
   By participating in the Placing, each Placee is deemed to have read and 
understood this Announcement, including the Appendices, in its entirety 
and to be making such offer on the terms and conditions, and to be 
providing the representations, warranties, acknowledgements, and 
undertakings contained in the Appendices. 
 
   To the fullest extent permissible by law, neither the Company, nor any 
of the Joint Bookrunners nor any of their respective affiliates shall 
have any liability to Placees (or to any other person whether acting on 
behalf of a Placee or otherwise). In particular, none of the Joint 
Bookrunners nor any of their respective affiliates shall have any 
liability (including to the extent permissible by law, any fiduciary 
duties) in respect of the Joint Bookrunners' conduct of the Bookbuild or 
of such alternative method of effecting the Placing as the Joint 
Bookrunners and the Company may agree. 
 
   Conditions of the Placing 
 
   The obligations of each of the Joint Bookrunners under the Placing 
Agreement in respect of the Placing Securities are conditional on, 
amongst other things: 
 
   (a)           the Company having complied with its obligations under the 
Placing Agreement (to the extent that such obligations fall to be 
performed prior to Admission); 
 
   (b)           the Placing Agreement having become unconditional (save 
for Admission) and not having been terminated in accordance with its 
terms prior to Admission; 
 
   (c)           the Subscription Agreement having become unconditional 
(save for Admission); 
 
   (d)           the passing of the Placing Resolutions at the 
Extraordinary General Meeting; and 
 
   (e)           Admission having occurred not later than 8.00 a.m. on 6 
May 2020 or such later date as the Company and the Joint Bookrunners may 
agree, but in any event not later than 8.00 a.m. on 20 May 2020. 
 
   If (i) any of the conditions contained in the Placing Agreement are not 
fulfilled or waived by the Joint Bookrunners by the respective time or 
date where specified, (ii) any of such conditions becomes incapable of 
being fulfilled or (iii) the Placing Agreement is terminated in the 
circumstances specified below, the Placing will not proceed and the 
Placee's rights and obligations hereunder in relation to the Placing 
Securities shall cease and terminate at such time and each Placee agrees 
that no claim can be made by the Placee in respect thereof. 
 
   The Joint Bookrunners at their absolute discretion may waive compliance 
by the Company with the whole or any part of any of the Company's 
obligations in relation to the conditions in the Placing Agreement or 
otherwise extend the time for fulfilment of all or any part of such 
conditions. Any such waiver or extension will not affect Placees' 
commitments as set out in this Announcement (including this Appendix). 
 
   None of the Joint Bookrunners, the Company or any other person 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 the date 
for the satisfaction of any condition to the Placing nor for any 
decision they may make as to the satisfaction of any condition or in 
respect of the Placing generally, and by participating in the Placing 
each Placee agrees that any such decision is within the absolute 
discretion of the Joint Bookrunners. 
 
   Termination of the Placing Agreement 
 
   The Joint Bookrunners are entitled at any time before Admission, to 
terminate the Placing Agreement in relation to its obligations in 
respect of the Placing Securities by giving notice to the Company if, 
amongst other things: 
 
   (a)           the Company has failed to or is unable to comply with any 
of its obligations under the Placing Agreement in any material respect; 
or 
 
   (b)           any statement in the placing documents has become or been 
discovered to be untrue, inaccurate or misleading or that there has been 
a material omission therefrom; or 
 
   (c)           any warranty given by the Company in the Placing Agreement 
is, or would be if repeated at any time up to Admission (by reference to 
the facts then subsisting), untrue, inaccurate or misleading; or 
 
   (d)           there shall have occurred (i) any change, or development 
involving a prospective change, in national or international, military, 
diplomatic, monetary, economic, political, financial, industrial or 
market conditions (including a material worsening of the COVID-19 virus 
outbreak) or exchange rates or exchange controls, or any incident of 
terrorism or outbreak or escalation of hostilities or any declaration by 
the UK, the Republic of Ireland or the US of a national emergency or war 
or any other calamity or crisis; or (ii) a suspension of trading in 
securities generally on the London Stock Exchange, Euronext Dublin or 
New York Stock Exchange or trading is limited or minimum prices 
established on any such exchange; or (iii) a declaration of a banking 
moratorium in London, Dublin or by the US federal or New York State 
authorities or any material disruption to commercial banking or 
securities settlement or clearance services in the US, the Republic of 
Ireland or the UK, which, in each case, in the opinion of any of the 
Joint Bookrunners acting in good faith, would or would be likely to 
prejudice materially the Company or the Placing, or make the success of 
the Placing doubtful or makes it impracticable or inadvisable to proceed 
with the Placing. 
 
   Upon such termination, the parties to the Placing Agreement shall be 
released and discharged (except for any liability arising before or in 
relation to such termination) from their respective obligations under or 
pursuant to the Placing Agreement, subject to certain exceptions. 
 
   By participating in the Placing, Placees agree that the exercise by the 
Joint Bookrunners of any right of termination or other discretion under 
the Placing Agreement shall be within the absolute discretion of the 
Joint Bookrunners and that they need not make any reference to Placees 
and that they shall have no liability to Placees whatsoever in 
connection with any such exercise or failure so to exercise. 
 
   No prospectus 
 
   No offering document, prospectus or admission document has been or will 
be submitted to be approved by the FCA, CBI or submitted to the London 
Stock Exchange or Euronext Dublin in relation to the Placing and 
Placees' commitments will be made solely on the basis of their own 
assessment of the Company, the Placing Securities and the Placing based 
on the Company's publicly available information taken together with the 
information contained in this Announcement (including this Appendix) 
released by the Company today and any information publicly announced to 
a Regulatory Information Service by or on behalf of the Company on or 
prior to the date of this Announcement, and subject to the further terms 
set forth in the contract note to be provided to individual prospective 
Placees. 
 
   Each Placee, by accepting a participation in the Placing, agrees that 
the content of this Announcement (including this Appendix) is 
exclusively the responsibility of the Company and confirms that it has 
neither received nor relied on any other information, representation, 
warranty, or statement made by or on behalf of the Company, the Joint 
Bookrunners or any other person and none of the Joint Bookrunners nor 
the Company nor any other person will be liable for any Placee's 
decision to participate in the Placing based on any other information, 
representation, warranty or statement which the Placees may have 
obtained or received. Each Placee acknowledges and agrees that it has 
relied on its own investigation of the business, financial or other 
position of the Company in accepting a participation in the Placing. No 
Placee should consider any information in this Announcement (including 
this Appendix) to be legal, tax or business advice. Each Placee should 
consult its own legal adviser, tax adviser and/or business adviser for 
legal, tax and business advice regarding an investment in the Placing 
Securities. Nothing in this paragraph shall exclude the liability of any 
person for fraudulent misrepresentation. 
 
   Registration and settlement 
 
   Settlement of transactions in the Placing Shares following Admission 
will take place within the system administered by CREST, subject to 
certain exceptions. The Company reserves the right to require settlement 
for and delivery of the Placing Shares (or a portion thereof) to Placees 
by such other means that it deems necessary, including in certificated 
form if, in the reasonable opinion of the Joint Bookrunners, 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. 
 
   Participation in the Placing is only available to persons who are 
invited to participate in it by the Joint Bookrunners. 
 
   A Placee's commitment to acquire a fixed number of Placing Securities 
under the Placing will be agreed orally or in writing with the relevant 
Joint Bookrunner. Such agreement will constitute a legally binding 
commitment on such Placee's part to acquire that number of Placing 
Securities at the Issue Price on the terms and conditions set out or 
referred to in the Appendices and subject to the Articles. 
 
   Following the close of the Bookbuild, each Placee allocated Placing 
Securities in the Placing will be sent a contract note or electronic 
trade confirmation in accordance with the standing arrangements in place 
with the relevant Joint Bookrunner, stating the number of Placing 
Securities allocated to it at the Issue Price, the aggregate amount owed 
by such Placee to the relevant Joint Bookrunner 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 that it has in place with the 
relevant Joint Bookrunner. For the avoidance of doubt, Placing 
allocations will be booked with a trade date of 30 April 2020 and 
settlement date of 6 May 2020. Settlement will take place on a delivery 
versus payment basis. 
 
   The Company will deliver the Placing Shares to the relevant CREST 
accounts operated by the Joint Bookrunners as agent for the Company and 
the relevant Joint Bookrunner will enter their delivery (DEL) 
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 Securities to that Placee against payment. 
 
   The Placing Warrants shall be issued in certificated form. 
 
   Interest is chargeable daily on payments not received from Placees on 
the due date in accordance with the arrangements set out above at the 
rate of two percentage points above LIBOR as determined by the Joint 
Bookrunners. 
 
   Each Placee is deemed to agree that, if it does not comply with these 
obligations, the Company may sell any or all of the Placing Securities 
allocated to that Placee on such Placee's behalf and retain from the 
proceeds, for the Company'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 may be required to bear any stamp duty 
or stamp duty reserve tax (together with any interest or penalties 
thereon or other similar taxes imposed in any jurisdiction) which may 
arise upon the sale of such Placing Securities on such Placee's behalf. 
By communicating a bid for Placing Securities, each Placee confers on 
the Joint Bookrunners all such authorities and powers necessary to carry 
out any such transaction and agrees to ratify and confirm all actions 
which the Joint Bookrunners lawfully take on such Placee's behalf. 
 
   If Placing Securities are to be delivered to a custodian or settlement 
agent, Placees should ensure that the contract note or electronic trade 
confirmation is copied and delivered immediately to the relevant person 
within that organisation. Insofar as Placing Securities are registered 
in a Placee's name or that of its nominee or in the name of any person 
for whom a Placee is contracting as agent or that of a nominee for such 
person, such Placing Securities should, subject as provided below, be so 
registered free from any liability to UK stamp duty or stamp duty 
reserve tax. If there are any other circumstances in which any stamp 
duty or stamp duty reserve tax (including any interest and penalties 
relating thereto) is payable in respect of the allocation, allotment, 
issue or delivery of the Placing Securities (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 Securities), none of the Joint Bookrunners nor the Company shall 
be responsible for the payment thereof. Placees will not be entitled to 
receive any fee or commission in connection with the Placing. 
 
   Representations and warranties 
 
   By submitting a bid and/or participating in the Placing, each Placee 
(and any person acting on such Placee's behalf) acknowledges, undertakes, 
represents, warrants and agrees (as the case may be) that: 
 
   1.             it has read and understood this Announcement, including 
this Appendix, in its entirety and that its participation in the Placing 
and its acquisition of Placing Securities is subject to and based upon 
all the terms, conditions, representations, warranties, acknowledgements, 
agreements and undertakings and other information contained herein; 
 
   2.             it has received this Announcement solely for its use and 
has not redistributed or duplicated it and it will not redistribute or 
duplicate this Announcement or any other materials concerning the 
Placing (including any electronic copies thereof); 
 
   3.             no offering document, prospectus or admission document 
has been or will be prepared in connection with the Placing and it has 
not received a prospectus, admission document or other offering document 
in connection with the Bookbuild, the Placing or the Placing Securities; 
 
   4.             its participation in the Placing shall also be subject to 
the provisions of the Placing Agreement and the Articles; 
 
   5.             (i) it has made its own assessment of the Company, the 
Placing Securities and the terms of the Placing based on this 
Announcement (including this Appendix) and any information publicly 
announced to a Regulatory Information Service by or on behalf of the 
Company prior to the date of this Announcement (the "Publicly Available 
Information"); (ii) the Ordinary Shares are admitted to trading on AIM 
and Euronext Growth, and the Company is therefore required to publish 
certain business and financial information in accordance with the rules 
and practices of AIM and Euronext Growth (collectively, the "Exchange 
Information"), which includes a description of the nature of the 
Company's business and the Company's most recent balance sheet and 
profit and loss account and that it is able to obtain or access such 
Exchange Information without undue difficulty and is able to obtain 
access to such information or comparable information concerning any 
other publicly traded company without undue difficulty and (iii) it has 
had access to such financial and other information (including the 
business, financial condition, prospects, creditworthiness, status and 
affairs of the Company, the Placing and the Placing Securities, as well 
as the opportunity to ask questions) concerning the Company, the Placing 
and the Placing Securities as it has deemed necessary in connection with 
its own investment decision to acquire any of the Placing Securities and 
has satisfied itself that the information is still current and relied on 
that investigation for the purposes of its decision to participate in 
the Placing; 
 
   6.             none of the Joint Bookrunners, the Company nor any of 
their respective affiliates, agents, directors, officers, employees or 
any person acting on behalf of any of them has provided, and will not 
provide, it with any material regarding the Placing Securities or the 
Company other than the information included in this Announcement; nor 
has it requested any of the Joint Bookrunners, the Company, any of their 
respective affiliates or any person acting on behalf of any of them to 
provide it with any such information; 
 
   7.             the content of this Announcement (including this 
Appendix) is exclusively the responsibility of the Company and that none 
of the Joint Bookrunners, nor any person acting on their behalf has or 
shall have any liability for any information, representation or 
statement contained in this Announcement or any information previously 
published by or on behalf of the Company and will not be liable for any 
Placee's decision to participate in the Placing based on any information, 
representation or statement contained in this Announcement or otherwise. 
Each Placee further represents, warrants and agrees that the only 
information on which it is entitled to rely and on which such Placee has 
relied in committing itself to subscribe for the Placing Securities is 
contained in this Announcement and any Publicly Available Information 
(including the Exchange information), such information being all that it 
deems necessary to make an investment decision in respect of the Placing 
Securities and that it has neither received nor relied on any other 
information given or representations, warranties or statements made by 
the Joint Bookrunners or the Company or their respective affiliates and 
none of the Joint Bookrunners nor the Company nor their respective 
affiliates will be liable for any Placee's decision to accept an 
invitation to participate in the Placing based on any other information, 
representation, warranty or statement. Each Placee further acknowledges 
and agrees that it has relied on its own investigation of the business, 
financial or other position of the Company in deciding to participate in 
the Placing; 
 
   8.             to the extent it has received any inside information (for 
the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014 
("MAR")) and section 56 of the Criminal Justice Act 1993) in relation to 
the Company and its securities, it has not: (a) dealt (or attempted to 
deal) in the securities of the Company; (b) encouraged, recommended or 
induced another person to deal in the securities of the Company; or (c) 
unlawfully disclosed inside information to any person, prior to the 
information being made publicly available; 
 
   9.             none of the Joint Bookrunners nor any person acting on 
their behalf nor any of their respective affiliates has or shall have 
any liability for any Publicly Available Information (including any 
Exchange Information), or any representation relating to the Company, 
provided that nothing in this paragraph excludes the liability of any 
person for fraudulent misrepresentation made by that person; 
 
   10.          it has complied with its obligations under the Criminal 
Justice Act 1993, MAR and in connection with money laundering and 
terrorist financing under the Proceeds of Crime Act 2002 (as amended), 
the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the 
Money Laundering Regulations 2007, the Money Laundering, Terrorist 
Financing and Transfer of Funds (Information on the Payer) Regulations 
2017 (the "Regulations") and any related or similar rules, regulations 
or guidelines, issued, administered or enforced by any government agency 
having jurisdiction in respect thereof and the Money Laundering 
Sourcebook of the FCA 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; 
 
   11.          if it is a financial intermediary, as that term is used in 
Article 5(1) of the Prospectus Regulation, the Placing Securities 
subscribed for by it in the Placing will not be acquired on a 
non-discretionary basis on behalf of, nor will they be acquired with a 
view to their offer or resale to, persons in a member state of the EEA 
or to which the Prospectus Regulation otherwise applies other than to 
qualified investors, or in circumstances in which the prior written 
consent of the Joint Bookrunners has been given to the proposed offer or 
resale; 
 
   12.          it has not offered or sold and will not offer or sell any 
Placing Securities to persons 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 FSMA; 
 
   13.          it has not offered or sold and will not offer or sell any 
Placing Securities to persons in the EEA prior to Admission except to 
persons whose ordinary activities involve them in acquiring, holding, 
managing or disposing of investments (as principal or agent) for the 
purposes of their business or otherwise in circumstances which have not 
resulted in and which will not result in an offer to the public in any 
member state of the EEA within the meaning of the Prospectus Regulation 
(including any relevant implementing measure in any member state); 
 
   14.          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 Securities in circumstances 
in which section 21(1) of FSMA does not require approval of the 
communication by an authorised person; 
 
   15.          it has complied and will comply with all applicable 
provisions of FSMA with respect to anything done by it in relation to 
the Placing Securities in, from or otherwise involving, the United 
Kingdom; 
 
   16.          if within the United Kingdom, it is a person falling within 
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services 
and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and 
is a qualified investor as defined in Section 86 of FMSA or is a person 
to whom this Announcement may otherwise be lawfully communicated; 
 
   17.          any offer of Placing Securities may only be directed at 
persons in member states of the EEA who are "qualified investors" within 
the meaning of Article 2(e) of the Prospectus Regulation and represents 
and agrees that, in the EEA, it is such a qualified investor; 
 
   18.          (i) it and any person acting on its behalf is entitled to 
subscribe for Placing Securities under the laws of all relevant 
jurisdictions which apply to it, (ii) it has all necessary capacity and 
has obtained all necessary consents and authorities to enable it to 
commit to this participation in the Placing (including executing and 
delivering all documents necessary for such participation), (iii) it is 
and will remain liable to the Company and/or the Joint Bookrunners for 
the performance of all of  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 its subscription of the Placing Securities 
will be in compliance with applicable laws and regulations in the 
jurisdiction of its residence, the residence of the Company, or 
otherwise, (iv) it has paid any issue, transfer or other taxes due in 
connection with its participation in any territory and (v) it has not 
taken any action which will or may result in the Company, the Joint 
Bookrunners or any of their respective affiliates or any person acting 
on their behalf being in breach of the legal and/or regulatory 
requirements of any territory in connection with the Placing. Each 
Placee agrees that the provisions of this paragraph 18 shall survive the 
resale of the Placing Securities by or on behalf of any person for whom 
it is acting; 
 
   19.          the Placing Securities have not been and will not be 
registered under the Securities Act or with any securities regulatory 
authority of any state or jurisdiction of the United States, or the 
relevant Australian, Canadian, Japanese, New Zealand or South African 
securities legislation and therefore the Placing Securities may not be 
offered, sold, transferred or delivered directly or indirectly into the 
United States, Australia, Canada, Japan, New Zealand or the Republic of 
South Africa or their respective territories and possessions, except 
subject to limited exemptions; 
 
   20.          it has complied with all relevant laws and regulations of 
all relevant territories, obtained all requisite governmental or other 
consents which may be required in connection with the Placing Securities, 
complied with all requisite formalities and that it has not taken any 
action or omitted to take any action which will or may result in the 
Joint Bookrunners, the Company or any of their respective directors, 
officers, agents, employees or advisers acting in breach of the legal or 
regulatory requirements of any territory in connection with the Placing; 
 
   21.          its purchase of Placing Securities does not trigger, in the 
jurisdiction in which it is resident or located: (i) any obligation to 
prepare or file a prospectus or similar document or any other report 
with respect to such purchase; (ii) any disclosure or reporting 
obligation of the Company; or (iii) any registration or other obligation 
on the part of the Company; 
 
   22.          it (and any person acting on its behalf) will make payment 
for the Placing Securities allocated to it in accordance with this 
Announcement on the due time and date set out herein, failing which the 
relevant Placing Securities may be placed with other subscribers or sold 
as the Joint Bookrunners may in their discretion determine and it will 
remain liable for any amount by which the net proceeds of such sale 
falls short of the product of the Issue Price and the number of Placing 
Securities allocated to it and may be required to bear any stamp duty 
for stamp duty reserve tax (together with any interest or penalties due 
pursuant to the terms set out or referred to in this Announcement) which 
may arise upon the sale of such Placee's Placing Securities on its 
behalf; 
 
   23.          none of the Joint Bookrunners nor any of their respective 
affiliates, nor any person acting on behalf of any of them, is making 
any recommendations to it, advising it regarding the suitability of any 
transactions it may enter into in connection with the Placing and that 
participation in the Placing is on the basis that it is not and will not 
be a client of any of the Joint Bookrunners for the purposes of the 
Placing and that the Joint Bookrunners have no duties or 
responsibilities to it for providing the protections afforded to their 
clients 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 their rights and obligations thereunder including any rights 
to waive or vary any conditions or exercise any termination right; 
 
   24.          the person whom it specifies for registration as holder of 
the Placing Securities will be (i) itself or (ii) its nominee, as the 
case may be. None of the Joint Bookrunners nor the Company will be 
responsible for any liability to stamp duty or stamp duty reserve tax 
resulting from a failure to observe this requirement. Each Placee and 
any person acting on behalf of such Placee agrees to participate in the 
Placing and it agrees to indemnify the Company and the Joint Bookrunners 
in respect of the same on the basis that (i) the Placing Securities will 
be allotted to the CREST stock account of the relevant Joint Bookrunner 
who will hold them as nominee on behalf of such Placee and (ii) 
definitive certificates in respect of the Placing Warrants will be held 
by the relevant Joint Bookrunner on behalf of the Placee, until 
settlement in accordance with its standing settlement instructions; 
 
   25.          these terms and conditions and any agreements entered into 
by it pursuant to these terms and conditions and any non-contractual 
obligations arising out of or in connection with such agreements shall 
be governed by and construed in accordance with the laws of England and 
Wales 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, except that enforcement proceedings in respect of the 
obligation to make payment for the Placing Securities (together with any 
interest chargeable thereon) may be taken by the Company or the Joint 
Bookrunners in any jurisdiction in which the relevant Placee is 
incorporated or in which any of its securities have a quotation on a 
recognised stock exchange; 
 
   26.          The Joint Bookrunners and their respective affiliates will 
rely upon the truth and accuracy of the representations, warranties and 
acknowledgements set forth herein and which are irrevocable and it 
irrevocably authorises the Joint Bookrunners to produce this 
Announcement, pursuant to, in connection with, or as may be required by 
any applicable law or regulation, administrative or legal proceeding or 
official inquiry with respect to the matters set forth herein; 
 
   27.          it agrees to indemnify on an after tax basis and hold the 
Company and the Joint Bookrunners and their respective affiliates 
harmless from any and all costs, claims, liabilities and expenses 
(including legal fees and expenses) arising out of or in connection with 
any breach of the representations, warranties, acknowledgements, 
agreements and undertakings in the Appendices and further agrees that 
the provisions of the Appendices shall survive after completion of the 
Placing; 
 
   28.          it will acquire any Placing Securities subscribed for by it 
for its account or for one or more accounts as to each of which it 
exercises sole investment discretion and it has full power to make the 
acknowledgements, representations and agreements herein on behalf of 
each such account; 
 
   29.          its commitment to subscribe for Placing Securities on the 
terms set out herein and in the relevant contract notes will continue 
notwithstanding any amendment that may in future be made to the terms of 
the Placing and that Placees will have no right to be consulted or 
require that their consent be obtained with respect to the Company's 
conduct of the Placing. The foregoing representations, warranties and 
confirmations are given for the benefit of the Company and the Joint 
Bookrunners. The agreement to settle a Placee's subscription (and/or the 
subscription of a person for whom such Placee is contracting as agent) 
free of stamp duty and stamp duty reserve tax depends on the settlement 
relating only to the subscription by it and/or such person direct from 
the Company for the Placing Securities in question. Such agreement 
assumes, and is based on a warranty from each Placee, that neither it, 
nor the person specified by it for registration as holder, of Placing 
Securities is, or is acting as nominee or agent for, and that the 
Placing Securities will not be allotted to, a person who is or may be 
liable to stamp duty or stamp duty reserve tax under any of sections 67, 
70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance 
services) or under applicable Irish legislation. If there are any such 
arrangements, or the settlement relates to any other dealing in the 
Placing Securities, stamp duty or stamp duty reserve tax may be payable. 
In that event the Placee agrees that it shall be responsible for such 
stamp duty or stamp duty reserve tax, and none of the Joint Bookrunners 
or the Company shall be responsible for such stamp duty or stamp duty 
reserve tax. If this is the case, each Placee should seek its own advice 
and notify the Joint Bookrunners accordingly; 
 
   30.          no action has been or will be taken by any of the Company, 
the Joint Bookrunners or any person acting on behalf of the Company or 
the Joint Bookrunners that would, or is intended to, permit a public 
offer of the Placing Securities in any country or jurisdiction where any 
such action for that purpose is required; 
 
   31.          in making any decision to subscribe for the Placing 
Securities, it has knowledge and experience in financial, business and 
international investment matters as is required to evaluate the merits 
and risks of subscribing for the Placing Securities. It further confirms 
that it 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, and is able to sustain a complete loss in 
connection with the Placing. It further confirms that it relied on its 
own examination and due diligence of the Company and its associates 
taken as a whole, and the terms of the Placing, including the merits and 
risks involved; 
 
   32.          it has (a) made its own assessment and satisfied itself 
concerning legal, regulatory, tax, business and financial considerations 
in connection herewith to the extent it deems necessary; (b) had access 
to review publicly available information concerning the Company that it 
considers necessary or appropriate and sufficient in making an 
investment decision; (c) reviewed such information as it believes is 
necessary or appropriate in connection with its subscription of the 
Placing Securities; and (d) made its investment decision based upon its 
own judgment, due diligence and analysis and not upon any view expressed 
or information provided by or on behalf of the Company or Joint 
Bookrunners; 
 
   33.          it may not rely on any investigation that the Joint 
Bookrunners or any person acting on their behalf may or may not have 
conducted with respect to the Company, or the Placing and none of the 
Company or any of the Joint Bookrunners has made any representation to 
it, express or implied, with respect to the merits of the Placing, the 
subscription for the Placing Securities, or as to the condition, 
financial or otherwise, of the Company, or as to any other matter 
relating thereto, and nothing herein shall be construed as a 
recommendation to it to subscribe for the Placing Securities. It 
acknowledges and agrees that no information has been prepared by the 
Joint Bookrunners or the Company for the purposes of this Placing; 
 
   34.          it will not hold the Company, the Joint Bookrunners or any 
of their respective affiliates or any person acting on their behalf 
responsible or liable for any misstatements in or omission from any 
publicly available information relating to the Company or information 
made available (whether in written or oral form) in presentations or as 
part of roadshow discussions with investors relating to the Company (the 
"Information") and that none of the Company, the Joint Bookrunners nor 
any person acting on their behalf makes any representation or warranty, 
express or implied, as to the truth, accuracy or completeness of such 
Information or accepts any responsibility for any of such Information; 
 
   35.          the Placee is either (A) a person located outside the 
United States and is subscribing for Placing Securities only in an 
"offshore transaction" as defined in and pursuant to Regulation S, or 
(B) within the United States and a "qualified institutional buyer" 
within the meaning of Rule 144A under the Securities Act and is not 
subscribing for Placing Securities with a view to the offer, sale, 
resale, transfer, delivery or distribution, directly or indirectly, of 
any Placing Securities in or into the United States, and has or will 
have executed and delivered a U.S. investor representation letter 
substantially in the form set out in the letter provided to it by the 
relevant Joint Bookrunner to the addressees specified therein; 
 
   36.          the Placee is not acquiring Placing Securities as a result 
of any "directed selling efforts" as defined in Regulation S or as a 
result of any form of "general solicitation" or "general advertising" 
(within the meaning of Rule 502(c) of Regulation D of the Securities 
Act); 
 
   37.          it is not acting on a non-discretionary basis for the 
account or benefit of a person located within the United States at the 
time the undertaking to subscribe for Placing Securities is given; and 
 
   38.          the foregoing representations, warranties and confirmations 
are given for the benefit of the Company and the Joint Bookrunners and 
are irrevocable. The Company, the Joint Bookrunners and their respective 
affiliates, agents, directors, officers and employees and others will 
rely upon the truth and accuracy of the foregoing acknowledgements, 
representations, warranties and agreements and it agrees that if any of 
the acknowledgements, representations, warranties and agreements made in 
connection with its acquiring of Placing Securities is no longer 
accurate, it shall promptly notify the Company and the Joint 
Bookrunners. It irrevocably authorises the Joint Bookrunners and the 
Company 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 
out herein. 
 
   The agreement to allot and issue Placing Securities to Placees (or the 
persons for whom Placees are contracting as nominee or agent) free of 
stamp duty and stamp duty reserve tax relates only to their allotment 
and issue to Placees, or such persons as they nominate as their agents, 
direct from the Company for the Placing Securities in question. Such 
agreement is subject to the representations, warranties and further 
terms above and assumes, and is based on the warranty from each Placee, 
that the Placing Securities are not being acquired in connection with 
arrangements to issue depositary receipts or to issue or transfer the 
Placing Securities into a clearance service. If there are any such 
arrangements, or the settlement relates to any other dealing in the 
Placing Securities, stamp duty or stamp duty reserve tax or other 
similar taxes may be payable, for which neither the Company nor the 
Joint Bookrunners will be responsible and each Placee shall indemnify on 
an after-tax basis and hold harmless the Company, the Joint Bookrunners 
and their respective affiliates, agents, directors, officers and 
employees for any stamp duty or stamp duty reserve tax paid by them in 
respect of any such arrangements or dealings. 
 
   In addition, Placees should note that they will be liable for any stamp 
duty and all other stamp, issue, securities, transfer, registration, 
documentary or other duties or taxes (including any interest, fines or 
penalties relating thereto) payable outside the United Kingdom by them 
or any other person on the subscription by them of any Placing 
Securities or the agreement by them to subscribe for any Placing 
Securities. Each Placee agrees to indemnify on an after-tax basis and 
hold harmless the Company, the Joint Bookrunners and their respective 
affiliates, agents, directors, officers and employees from any and all 
interest, fines or penalties in relation to any such duties or taxes to 
the extent that such interest, fines or penalties arise from the 
unreasonable default or delay of that Placee or its agent. 
 
   Each Placee should seek its own advice as to whether any of the above 
tax liabilities arise and notify the Joint Bookrunners accordingly. 
 
   Each Placee and any person acting on behalf of each Placee acknowledges 
and agrees that the Joint Bookrunners or any of their respective 
affiliates may, at their absolute discretion, agree to become a Placee 
in respect of some or all of the Placing Securities. 
 
   When a Placee or person acting on behalf of the Placee is dealing with 
the Joint Bookrunners, any money held in an account with a Joint 
Bookrunner on behalf of the Placee and/or any person acting on behalf of 
the Placee will not be treated as client money within the meaning of the 
rules and regulations of the FCA made under FSMA. The Placee 
acknowledges that the money will not be subject to the protections 
conferred by the client money rules; as a consequence, this money will 
not be segregated from the relevant Joint Bookrunner's money in 
accordance with the client money rules and will be used by the relevant 
Joint Bookrunner in the course of its own business; and the Placee will 
rank only as a general creditor of the relevant Joint Bookrunner. 
 
   All times and dates in this Announcement may be subject to amendment. 
The Joint Bookrunners shall notify the Placees and any person acting on 
behalf of the Placees of any changes. 
 
   Past performance is not a guide to future performance and persons 
needing advice should consult an independent financial adviser. 
 
   Appendix II 
 
   Definitions 
 
   The following definitions apply throughout this Announcement, unless 
otherwise stated or the context requires otherwise: 
 
   "Admission" means admission of the New Ordinary Shares to trading on AIM 
and Euronext Growth becoming effective in accordance with Rule 6 of the 
AIM Rules and Rule 3.7.2 of the Euronext Growth Rules; 
 
   "AIM" means the AIM market operated by the London Stock Exchange; 
 
   "AIM Rules" means the London Stock Exchange's rules and guidance notes 
contained in its "AIM Rules for Companies" publication relating to 
companies whose securities are traded on AIM, as amended from time to 
time; 
 
   "Announcement" means this announcement (including the appendices to this 
announcement); 
 
   "Articles" means the articles of association of the Company in force on 
the date hereof; 
 
   "CBI" means the Central Bank of Ireland; 
 
   "Cenkos" means Cenkos Securities plc; 
 
   "Circular" means the circular, including the Notice convening the 
Extraordinary General Meeting, which it is anticipated will be 
dispatched to Shareholders on or around 9 April 2020; 
 
   "Company" means Providence Resources plc, a company incorporated under 
the laws of Ireland (registered under the number 268662) with its 
registered office at Paramount Court, Corrig Road, Sandyford Business 
Park, Dublin 18, Ireland; 
 
   "CREST" means 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" means the Irish Companies Act 1990 (Uncertificated 
Securities) Regulations 1996 S.I. No. 68 of 1996, including (i) any 
enactment or subordinate legislation which amends or supersedes those 
regulations and (ii) any applicable rules made under those regulations 
or any enactment or subordinate legislation for the time being in force; 
 
 
   "Davy" means J&E Davy; 
 
   "Euroclear" means Euroclear UK & Ireland Limited, a company incorporated 
in England & Wales with registered number 02878738, being the operator 
of CREST; 
 
   "Euronext Dublin" means The Irish Stock Exchange plc, trading as 
Euronext Dublin; 
 
   "Euronext Growth" means the market of that name operated by Euronext 
Dublin; 
 
   "Euronext Growth Rules" means the rules published by Euronext entitled 
'Euronext Growth Markets Rule Book'; 
 
   "Extraordinary General Meeting" means the extraordinary general meeting 
of the Company to approve the Placing Resolutions, including any 
adjournment thereof, and notice of which will be set out at the end of 
the Circular; 
 
   "FCA" means the Financial Conduct Authority in its capacity as the 
competent authority for the purposes of Part VI of FSMA; 
 
   "FSMA" means the Financial Services and Markets Act 2000 (as amended); 
 
   "Fundraising" means the Placing and the Subscription; 
 
   "Group" the Company together with its subsidiaries from time to time; 
 
   "Issue Price" means 1.5 pence per Placing Security and 1.5 pence per 
Subscription Security; 
 
   "Joint Bookrunners" means Cenkos, Mirabaud and Davy; 
 
   "London Stock Exchange" means London Stock Exchange plc; 
 
   "Mirabaud" means Mirabaud Securities Limited; 
 
   "New Ordinary Shares" means the Placing Shares and the Subscription 
Shares. 
 
   "Notice" means the notice of Extraordinary General Meeting set out at 
the end of the Circular; 
 
   "Ordinary Shares" means the ordinary shares of EUR0.001 each in the 
share capital of the Company; 
 
   "Placees" means persons to be procured by the Joint Bookrunners to 
subscribe for Placing Securities pursuant to the provisions of the 
Placing Agreement. 
 
   "Placing" means the placing of the Placing Securities at the Issue Price 
by the Joint Bookrunners as agents for and on behalf of the Company 
pursuant to the terms of the Placing Agreement; 
 
   "Placing Agreement" means the conditional agreement dated 6 April 2020 
between (1) the Company (2) Cenkos (3) Mirabaud and (4) Davy relating to 
the Placing, further details of which are set out in this Announcement; 
 
   "Placing Resolutions" means resolutions 1, 2 and 3 as set out in the 
Notice; 
 
   "Placing Securities" means the Placing Shares and the Placing Warrants 
and a "Placing Security" means a Placing Share together with one 3p 
Warrant and one 9p Warrant; 
 
   "Placing Shares" means new Ordinary Shares to be issued by the Company 
and subscribed for pursuant to the Placing; 
 
   "Placing Warrants" means the 3p Warrants and the 9p Warrants to be 
issued by the Company and subscribed for pursuant to the Placing; 
 
   "Prospectus Regulation" means Regulation (EU) 2017/1129); 
 
   "Regulation D" means Regulation D as promulgated under the Securities 
Act; 
 
   "Regulation S" means Regulation S as promulgated under the Securities 
Act; 
 
   "Regulatory Information Service" means any of the services set out in 
the list of Primary Information Providers maintained by the FCA and CBI; 
 
   "Securities Act" or "U.S. Securities Act" means the United States 
Securities Act of 1933, as amended; 
 
   "SpotOn Energy" means SpotOn Energy Limited; 
 
   "Subscription" means the conditional subscription of the Subscription 
Securities at the Issue Price on the terms and subject to the conditions 
contained in the Subscription Agreement. 
 
   "Subscription Agreement" means the agreement dated 5 April 2020 between 
the Company and SpotOn Energy. 
 
   "Subscription Securities" means the Subscription Shares and the 
Subscription Warrants and a "Subscription Security" means a Subscription 
Share together with one 3p Warrant and one 9p Warrant. 
 
   "Subscription Shares" means the 20,000,000 new Ordinary Shares to be 
conditionally subscribed for cash pursuant to the Subscription and whose 
allotment and issue is conditional, inter alia, on the passing of the 
resolutions at the Extraordinary General Meeting. 
 
   "Subscription Warrants" means 20,000,000 3p Warrants and 20,000,000 9p 
Warrants proposed to be issued by the Company and subscribed for by 
SpotOn Energy pursuant to the Subscription Agreement. 
 
   "UK" or "United Kingdom" the United Kingdom of Great Britain and 
Northern Ireland; 
 
   "uncertificated" or "in uncertificated form" recorded on the relevant 
register of the share or security concerned as being held in 
uncertificated form in CREST and title to which, by virtue of the CREST 
Regulations, may be transferred by means of CREST; 
 
   "US" or "United States" the United States of America, its territories 
and possessions, any state of the United States of America and the 
district of Columbia and all other areas subject to its jurisdiction; 
 
   "US Person" bears the meaning ascribed to such term by Regulation S; 
 
   "Warrant Instrument" means the deed to be executed by the Company on or 
around the date of the Extraordinary General Meeting relating to the 
grant of 3p Warrants and the 9p Warrants to the Placees and SpotOn 
Energy. 
 
   "3p Warrants" means the warrants to subscribe for Ordinary Shares at 3 
pence per share, to be granted by the Company in accordance with the 
Warrant Instrument and to be subscribed for by the Placees pursuant to 
the Placing and the Subscribers pursuant to the Subscription. 
 
   "9p Warrants" means the warrants to subscribe for Ordinary Shares at 9 
pence per share, to be granted by the Company in accordance with the 
Warrant Instrument and to be subscribed for by the Placees pursuant to 
the Placing and the Subscribers pursuant to the Subscription. 
 
   "EUR" means Euro, the lawful currency of Ireland; and 
 
   "GBP" means pounds sterling, the lawful currency of the UK from time to 
time. 
 
 
 
 

(END) Dow Jones Newswires

April 06, 2020 02:00 ET (06:00 GMT)

Copyright (c) 2020 Dow Jones & Company, Inc.

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