Rathbone Brothers Rathbone Brothers Plc : Issue Of Equity

 
TIDMRAT 
 
 
   THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION CONTAINED 
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED 
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION 
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL 
 
   FOR IMMEDIATE RELEASE 
 
   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
   14 June 2018 
 
   Rathbone Brothers plc 
 
   Proposed placing to raise approximately GBP60m 
 
   Rathbone Brothers Plc ("Rathbones" or the "Company") today announces its 
intention to conduct a placing (the "Placing") of new ordinary shares in 
the capital of the Company representing approximately 5% of the 
Company's existing issued ordinary share capital (the "Placing Shares") 
to institutional investors at a placing price of 2,500p per Placing 
Share (the "Placing Price") to raise gross proceeds of approximately 
GBP60m. 
 
   The Placing will be conducted in accordance with the terms and 
conditions set out in the Appendix to this announcement, through an 
accelerated bookbuild process (the "Bookbuild") which will be launched 
immediately following release of this placing announcement (the 
"Announcement"). Peel Hunt LLP ("Peel Hunt") and RBC Europe Limited 
("RBC") are acting as Joint Bookrunners in connection with the Placing. 
 
   The Company has separately announced today that it has reached an 
agreement to acquire 100% of the issued share capital of Speirs & 
Jeffrey, Scotland's largest independent wealth manager (the 
"Acquisition"). The total maximum amounts payable in relation to the 
Acquisition are: 
 
 
   -- Initial cash and share consideration amounting to GBP104m structured as 
      GBP79m in cash and GBP25m (1.0m new Rathbones shares[1] #_ftn1 ) payable 
      at completion. Such shares will be locked up for 3 years from completion 
      and will be subject to ongoing employment conditions for the sellers; 
 
   -- Contingent consideration of 0.6m new Rathbones shares[2] #_ftn2 , with an 
      illustrative value of GBP15.0m2 conditional upon meeting certain 
      administrative and procedural targets that enable the delivery of cost 
      synergies. This will be subject to ongoing employment conditions for the 
      sellers; and 
 
   -- Earn-out payments and incentivisation awards (totalling up to a maximum 
      of 5.2m[3] #_ftn3 Rathbones shares, with an illustrative value of 
      c.GBP129m[4] #_ftn4 ) 
 
          -- earn-out payments are payable to the sellers in the third and 
             fourth years following completion for value creation from revenue 
             synergies and discretionary funds growth 
 
          -- incentivisation awards are expected to be granted to investment 
             management and certain operational employees in the third and 
             fourth years following completion for the delivery of operational 
             and financial performance targets; the majority of these will be 
             subject to a subsequent three year vesting period 
 
          -- these mechanisms aim to reward the incremental delivery of EPS 
             accretion and return on investment 
 
          -- whilst a maximum of 5.2m shares can be payable, the Board's 
             current underlying EPS accretion and return on investment 
             expectations are based on a materially lower total.  If a higher 
             number of shares are payable then these measures will increase 
             correspondingly. 
 
   -- Approximately 95% of the aggregate expected initial share consideration, 
      contingent consideration, earn-out payments and incentivisation awards is 
      contingent on continued employment of the recipient and, therefore, will 
      be charged to profit or loss over the required employment period in 
      accordance with IFRS 3. The balance of consideration will be capitalised. 
 
 
 
   The net proceeds of the Placing are intended to fund part of the initial 
cash consideration payable at completion of the Acquisition and be used 
for general corporate purposes. 
 
   The Acquisition is subject to approval by the FCA and is expected to 
complete during the third quarter of 2018. 
 
   Details of the Placing 
 
   The Bookbuild will open with immediate effect following release of this 
Announcement, and is expected to close no later than 4.30 pm on the date 
of this Announcement. However, the final number of Placing Shares, the 
timing of the closing of the Bookbuild and allocations are at the 
discretion of Peel Hunt and RBC. 
 
   The Placing Shares, when issued, will be fully paid and will rank pari 
passu in all respects with the existing ordinary shares of the Company, 
including the right to receive all dividends and other distributions 
declared, made or paid after the date of issue. 
 
   The Placing is also subject to the conditions and termination rights set 
out in the placing agreement between the Company, Peel Hunt and RBC (the 
"Placing Agreement"). Further details of the Placing Agreement can be 
found in the terms and conditions contained in the Appendix to this 
Announcement. 
 
   The Placing does not require any further Shareholder approval. 
Applications will be made for the Placing Shares to be admitted to the 
premium listing segment of the Official List of the FCA and to be 
admitted to trading on the main market for listed securities of the 
London Stock Exchange. It is expected that settlement for the Placing 
Shares and Admission will take place on or before 8.00 a.m. on 18 June 
2018. The Placing is conditional, among other things, upon Admission 
becoming effective and the Placing Agreement not being terminated in 
accordance with its terms. 
 
   Your attention is drawn to the detailed terms and conditions of the 
Placing 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 Shares, 
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 in it, and to be providing the 
representations, warranties and acknowledgements contained in the 
Appendix. In particular, investors should read and understand the 
information provided in the 'Important Information' section of this 
Announcement. 
 
   The information contained in this announcement is inside information as 
stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon 
publication of this announcement, this inside information is now 
considered to be in the public domain. The person responsible for 
arranging this announcement on behalf of Rathbones is Ali Johnson, 
Company Secretary. 
 
 
 
   Enquiries: 
 
 
 
 
Rathbone Brothers Plc 
 Philip Howell, Chief Executive 
 Paul Stockton, Finance Director / Designate Managing 
 Director, RIM 
 Shelly Patel, Head of Investor Relations                    [phone] 
RBC Capital Markets (Financial Adviser and Joint Corporate 
 Broker to Rathbones) 
 Oliver Asplin Hearsey 
 Duncan Smith 
 Marcus Jackson 
 Elliot Thomas                                               [phone] 
Peel Hunt (Joint Corporate Broker to Rathbones) 
 Adrian Haxby 
 Roger Lambert 
 Guy Wiehahn 
 Al Rae                                                      [phone] 
Camarco (Communications Adviser to Rathbones) 
 Ed Gascoigne-Pees 
 Hazel Stevenson                                             [phone] 
 
 
   Notes to Editors: 
 
   About Rathbone Brothers Plc 
 
   Rathbone Brothers Plc ("Rathbones"), through its subsidiaries, is a 
leading provider of high-quality, personalised investment and wealth 
management services for private clients, charities and trustees. Our 
services include discretionary investment management, unit trusts, 
banking and loan services, financial planning, unitised portfolio 
services, and UK trust, legal, estate and tax advice. 
 
   Rathbones has over 1,100 staff in 15 UK locations and Jersey; its 
headquarters is 8 Finsbury Circus, London. 
 
   IMPORTANT NOTICES 
 
   Members of the public are not eligible to take part in the Placing. All 
offers of the Placing Shares will be made pursuant to an exemption under 
Directive 2003/71/EC (and amendments thereto, including Directive 
2010/73/EC (the "2010 PD Amending Directive") to the extent implemented, 
and including any relevant implementing measure, in the relevant member 
state of the European Economic Area ("EEA")) (the "Prospectus 
Directive"), from the requirement to produce a prospectus for offers of 
the Placing Shares. This Announcement and the terms and conditions set 
out in the Appendix to this Announcement are for information purposes 
only and are directed only at: (a) persons in member states of the EEA 
who are qualified investors within the meaning of Article 2(1)(e) of the 
Prospectus Directive and amendments thereto ("Qualified Investors") (b) 
persons in the United Kingdom, who are Qualified Investors and (i) 
investment professionals falling within Article 19(5) of the Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 
"Order"); or (ii) high net worth companies, unincorporated associations 
and other persons falling within Article 49(2)(a) to (d) of the Order; 
and (c) persons to whom it may otherwise by lawfully communicated (all 
such persons together being referred to as ("Relevant Persons"). 
 
   This Announcement and the terms and conditions set out in the Appendix 
to this Announcement must not be acted on or relied on by persons who 
are not Relevant Persons. Any investment or investment activity to which 
this Announcement relates is only available to, and will be engaged in 
only with, Relevant Persons. Persons distributing this Announcement must 
satisfy themselves that is lawful to do so. This Announcement is for 
information only and does not constitute an offer to sell, or a 

solicitation of an offer to buy or otherwise acquire, any securities in 
any jurisdiction. Persons needing advice should consult an independent 
financial adviser. 
 
   The distribution of this Announcement and the offering, placing and/or 
issue of the Placing Shares in certain jurisdictions may be restricted 
by law. No action has been taken by the Company, the Joint Bookrunners 
or any of their respective affiliates that would permit an offer of the 
Placing Shares or possession or distribution of this Announcement or any 
other offering or publicity material relating to such Placing Shares in 
any jurisdiction where action for that purpose is required. Persons into 
whose possession this announcement comes are required by the Company and 
the Joint Bookrunners to inform themselves about and to observe any such 
restrictions. 
 
   This Announcement is for information purposes only and shall not 
constitute an offer to sell or issue or the solicitation of an offer to 
buy, subscribe for or otherwise acquire securities in any jurisdiction 
in which any such offer or solicitation would be unlawful. Any failure 
to comply with this restriction may constitute a violation of the 
securities laws of such jurisdictions. 
 
   This Announcement or any part of it does not constitute or form part of 
any offer to issue or sell, or the solicitation of an offer to acquire, 
purchase or subscribe for, any securities in the United States 
(including its territories and possessions, any state of the United 
States (the "United States" or "US"), Canada, Australia, South Africa, 
Japan or any other jurisdiction in which the same would be unlawful. No 
public offering of the Placing Shares is being made in any such 
jurisdiction. 
 
   The Placing Shares have not been and will not be registered under the US 
Securities Act of 1933, as amended (the "Securities Act"), or under the 
securities laws or with any securities regulatory authority of any state 
or other jurisdiction of the United States, and accordingly the Placing 
Shares may not be offered, sold, pledged or transferred, directly or 
indirectly, in, into or 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 the securities laws of any 
relevant state or jurisdiction of the United States. There is no 
intention to register any portion of the offering in the United States 
or to conduct a public offering of securities in the United States. 
 
   The Placing Shares have not been approved or disapproved by the US 
Securities and Exchange Commission, any state securities commission or 
other regulatory authority in the United States, nor have any of the 
foregoing authorities passed upon or endorsed the merits of the Placing 
or the accuracy or adequacy of this Announcement. Any representation to 
the contrary is a criminal offence in the United States. 
 
   This announcement is not for publication or distribution, directly or 
indirectly, in or into the United States of America.  This announcement 
is not an offer of securities for sale into the United States.  The 
securities referred to herein have not been and will not be registered 
under the U.S. Securities Act of 1933, as amended, and may not be 
offered or sold in the United States, except pursuant to an applicable 
exemption from registration.  No public offering of securities is being 
made in the United States. 
 
   By participating in the Bookbuild and the Placing, each person who is 
invited to and who chooses to participate in the Placing (each a 
"Placee") by making an oral and legally binding offer to acquire Placing 
Shares will be deemed to have read and understood this Announcement in 
its entirety, to be participating, making an offer and acquiring Placing 
Shares on the terms and conditions contained in the Appendix to this 
Announcement and to be providing the representations, warranties, 
indemnities, acknowledgements and undertakings contained in the Appendix 
to this Announcement. 
 
   This Announcement may contain and the Company may make verbal statements 
containing "forward-looking statements" with respect to certain of the 
Company's plans and its current goals and expectations relating to its 
future financial condition, performance, strategic initiatives, 
objectives and results. Forward-looking statements sometimes use words 
such as "aim", "anticipate", "target", "expect", "estimate", "intend", 
"plan", "goal", "believe", "seek", "may", "could", "outlook" or other 
words of similar meaning. By their nature, all forward-looking 
statements involve risk and uncertainty because they relate to future 
events and circumstances which are beyond the control of the Company, 
including amongst other things, domestic and global economic business 
conditions, market-related risks such as fluctuations in interest rates 
and exchange rates, the policies and actions of governmental and 
regulatory authorities, the effect of competition, inflation, deflation, 
the timing effect and other uncertainties of future acquisitions or 
combinations within relevant industries, the effect of tax and other 
legislation and other regulations in the jurisdictions in which the 
Company and its respective affiliates operate, the effect of volatility 
in the equity, capital and credit markets on the Company's profitability 
and ability to access capital and credit, a decline in the Company's 
credit ratings; the effect of operational risks; and the loss of key 
personnel. As a result, the actual future financial condition, 
performance and results of the Company may differ materially from the 
plans, goals and expectations set forth in any 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 applicable law or regulation, the Company 
expressly disclaims any obligation or undertaking to publish 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. 
 
   No statement in this Announcement is intended to be a profit forecast, 
and no statement in this Announcement should be interpreted to mean that 
earnings per share of the Company for the current or future financial 
years would necessarily match or exceed the historical published 
earnings per share of the Company. 
 
   RBC Europe Limited is authorised by the Prudential Regulation Authority 
and regulated in the United Kingdom by the Financial Conduct Authority 
(the "FCA") and the Prudential Regulation Authority, is acting for the 
Company in connection with the Placing and no-one else and will not be 
responsible to anyone other than the Company for providing the 
protections afforded to clients of RBC Europe Limited nor for providing 
advice in relation to the Placing or any other matter referred to in 
this Announcement. 
 
   Peel Hunt LLP, which is authorised and regulated in the United Kingdom 
by the FCA, is acting for the Company in connection with the Placing and 
no-one else and will not be responsible to anyone other than the Company 
for providing the protections afforded to clients of Peel Hunt LLP nor 
for providing advice in relation to the Placing or any other matter 
referred to in this Announcement. 
 
   No representation or warranty, express or implied, is or will be made as 
to, or in relation to, and no responsibility or liability is or will be 
accepted by the Joint Bookrunners or by any of their respective 
affiliates or their or their respective affiliates' agents, directors, 
officers and employees, respectively, 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. 
 
   This Announcement does not constitute a recommendation concerning any 
investor's options with respect to the Placing. The price of shares and 
any income expected from them may go down as well as up and investors 
may not get back the full amount invested upon disposal of the shares. 
Past performance is no guide to future performance. The contents of this 
Announcement are not to be construed as legal, business, financial or 
tax advice. Each investor or prospective investor should consult his, 
her or its own legal adviser, business adviser, financial adviser or tax 
adviser for legal, financial, business or tax advice. 
 
   The Placing Shares to be issued or sold pursuant to the Placing will not 
be admitted to trading on any stock exchange other than the London Stock 
Exchange. 
 
   Neither the content of the Company's website nor any website accessible 
by hyperlinks on the Company's website is incorporated in, or forms part 
of, this Announcement. 
 
   TERMS AND CONDITIONS OF THE PLACING 
 
   IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY 
 
   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. ALL 
OFFERS OF THE PLACING SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER 
DIRECTIVE 2003/71/EC (AND AMMENTS THERETO, INCLUDING DIRECTIVE 
2010/73/EU (THE "2010 PD AMING DIRECTIVE"), TO THE EXTENT IMPLEMENTED, 
AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE, IN THE RELEVANT MEMBER 
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")) (THE "PROSPECTUS 
DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF 
THE PLACING SHARES. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET 
OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE 
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE 
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(e) OF THE 
PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); (B) PERSONS IN THE UNITED 
KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) INVESTMENT PROFESSIONALS 
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 

2000 (FINANCIAL PROMOTION) ORDER 2005, (THE "ORDER") OR (II) HIGH NET 
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS AND OTHER PERSONS FALLING 
WITHIN ARTICLE 49(2)(a) TO (d) OF THE ORDER; AND (C) PERSONS TO WHOM IT 
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING 
REFERRED TO AS "RELEVANT PERSONS"). 
 
   THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION 
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR 
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO 
THE UNITED STATES, AUSTRALIA, ANY PROVINCE OR TERRITORY OF CANADA OTHER 
THAN THE PROVINCES OF ONTARIO, QUEBEC, ALBERTA AND BRITISH COLUMBIA (AND 
IN THOSE PROVINCES ONLY TO PURCHASERS THAT ARE NOT INDIVIDUALS AND THAT 
QUALIFY BOTH AS AN "ACCREDITED INVESTOR" AND A "PERMITTED CLIENT" UNDER 
APPLICABLE CANADIAN SECURITIES LAWS) JAPAN, SOUTH AFRICA OR ANY OTHER 
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE 
UNLAWFUL. 
 
   EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, 
BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. 
 
   Information to Distributors 
 
   Solely for the purposes of the product governance requirements contained 
within: (a) EU Directive 2014/65/EU on markets in financial instruments, 
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated 
Directive (EU) 2017/593 supplementing MiFID II; and (c) local 
implementing measures (together, the "MiFID II Product Governance 
Requirements"), and disclaiming all and any liability, whether arising 
in tort, contract or otherwise, which any "manufacturer" (for the 
purposes of the MiFID II Product Governance Requirements) may otherwise 
have with respect thereto, the Placing Shares have been subject to a 
product approval process, which has determined that such Placing Shares 
are: (i) compatible with an end target market of retail investors and 
investors who meet the criteria of professional clients and eligible 
counterparties, each as defined in MiFID II; and (ii) eligible for 
distribution through all distribution channels as are permitted by MiFID 
II (the "Target Market Assessment"). Notwithstanding the Target Market 
Assessment, Distributors should note that: the price of the Placing 
Shares may decline and investors could lose all or part of their 
investment; the Placing Shares offer no guaranteed income and no capital 
protection; and an investment in Placing Shares is compatible only with 
investors who do not need a guaranteed income or capital protection, who 
(either alone or in conjunction with an appropriate financial or other 
adviser) are capable of evaluating the merits and risks of such an 
investment and who have sufficient resources to be able to bear any 
losses that may result therefrom. The Target Market Assessment is 
without prejudice to the requirements of any contractual, legal or 
regulatory selling restrictions in relation to the Offer. Furthermore, 
it is noted that, notwithstanding the Target Market Assessment, 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 Shares. 
 
   Each distributor is responsible for undertaking its own target market 
assessment in respect of the Placing Shares and determining appropriate 
distribution channels. 
 
   This Announcement is for information purposes only and does not 
constitute an offer to sell or issue or the solicitation of an offer to 
buy or subscribe for any Placing Shares in any jurisdiction in which any 
such offer or solicitation would be unlawful. 
 
   All offers of the Placing Shares will be made pursuant to an exemption 
under the Prospectus Directive from the requirement to produce a 
prospectus. This Announcement is being distributed and communicated to 
persons in the UK only in circumstances to which section 21(1) of FSMA 
does not apply. 
 
   The Placing Shares referred to in this Announcement have not been and 
will not be registered under the U.S. Securities Act of 1933, as amended 
(the "Securities Act") or under the securities laws of any state or 
other jurisdiction of the United States, and may not be offered, sold or 
transferred in, into or within the United States except pursuant to an 
exemption from the registration requirements of the Securities Act and 
the securities laws of any relevant state or jurisdiction of the United 
States. 
 
   The distribution of this Announcement and the Placing and/or issue of 
the Placing Shares in certain jurisdictions may be restricted by law. No 
action has been taken by the Company, the Joint Bookrunners or any of 
their respective affiliates that would permit an offer of the Placing 
Shares or possession or distribution of this Announcement or any other 
offering or publicity material relating to such Placing Shares in any 
jurisdiction where action for that purpose is required. Persons into 
whose possession this Announcement comes are required by the Company and 
the Joint Bookrunners to inform themselves about and to observe any such 
restrictions. 
 
   This Announcement should be read in its entirety. In particular, you 
should read and understand the information provided in the "Important 
Notices" section of this Announcement. 
 
   By participating in the Bookbuilding Process (as defined below) and the 
Placing, Placees will be deemed to have read and understood this 
Announcement in its entirety, to be participating, making an offer and 
subscribing for Placing Shares on the terms and conditions contained in 
this Appendix and to be providing the representations, warranties, 
indemnities, acknowledgements and undertakings contained in this 
Appendix. In particular, each such Placee represents, warrants, 
undertakes, agrees and acknowledges (amongst other things), that: 
 
   1.                    it is a Relevant Person and undertakes that it 
will subscribe for, hold, manage or dispose of any Placing Shares that 
are allocated to it for the purposes of its business; and 
 
   2.                   in the case of a Relevant Person in a member state 
of the EEA who subscribes for any Placing Shares pursuant to the 
Placing: 
 
   (A)               it is a Qualified Investor; and 
 
   (B)               in the case of any Placing Shares subscribed for by it 
as a financial intermediary, as that term is used in Article 3(2) of the 
Prospectus Directive, 
 
   (1)            the Placing Shares subscribed for by it in the Placing 
have not been subscribed for on behalf of, nor have they been subscribed 
for with a view to their offer or resale to, persons in any member state 
of the EEA other than Qualified Investors or in circumstances in which 
the prior consent of the Joint Bookrunners has been given to the offer 
or resale; or 
 
   (2)           where Placing Shares have been subscribed for by it on 
behalf of persons in any member state of the EEA other than Qualified 
Investors, the offer of those Placing Shares to it is not treated under 
the Prospectus Directive as having been made to such persons; and 
 
   3.                   it is subscribing for the Placing Shares for its 
own account or is subscribing for the Placing Shares for an account with 
respect to which it exercises sole investment discretion and has the 
authority to make and does make the representations, warranties, 
indemnities, acknowledgements and agreements contained in this 
Announcement; and 
 
   4.                   it understands (or, if acting for the account of 
another person, such person understands) the resale and transfer 
restrictions set out in this Appendix; and 
 
   5.                   except as otherwise permitted by the Company and 
subject to any available exemptions from applicable securities laws, it 
(and any account referred to in paragraph 3 above) is either (i) outside 
the United States subscribing for the Placing Shares in an offshore 
transaction as defined in and in accordance with Regulation S under the 
Securities Act or (ii) a "qualified institutional buyer" as defined in 
Rule 144A under the Securities Act ("Rule 144A"). 
 
   No prospectus 
 
   No prospectus or other offering document has been or will be submitted 
to be approved by the FCA in relation to the Placing and Placees' 
commitments will be made solely on the basis of the information 
contained in this Announcement, the announcement of the results of the 
Placing through a Regulatory Information Service (the "Placing Results 
Announcement") and any information publicly announced through a 
Regulatory Information Service (as defined in the listing rules of the 
FCA (the "Listing Rules")) by or on behalf of the Company on or prior to 
the date of this Announcement (the "Publicly Available Information") and 
subject to any further terms set forth in the contract note or trade 
confirmation sent to individual placees. Each Placee, by participating 
in the Placing, agrees that it has neither received nor relied on any 
information, representation, warranty or statement made by or on behalf 
of the Joint Bookrunners or the Company other than the Publicly 
Available Information and none of the Joint Bookrunners, the Company nor 
any person acting on such person's behalf nor any of their affiliates 
has or shall have any liability for any Placee's decision to participate 
in the Placing based on any other information, representation, warranty 
or statement. Each Placee acknowledges and agrees that it has relied on 
its own investigation of the business, financial or other position of 
the Company in accepting a participation in the Placing. Nothing in this 
paragraph shall exclude the liability of any person for fraudulent 
misrepresentation. 
 
   Details of the Placing Agreement and the Placing Shares 
 

   The Company and each of the Joint Bookrunners has entered into the 
Placing Agreement under which the Joint Bookrunners have severally 
undertaken, on the terms and, subject to the conditions set out in the 
Placing Agreement, to use reasonable endeavours to procure Placees for 
the Placing Shares at the Placing Price. In accordance with the terms of 
the Placing Agreement, subject to the execution of the terms of sale 
setting out the final number of Placing Shares, to the extent any Placee 
fails to take up its allocation of Placing Shares at the Placing Price, 
the Joint Bookrunners have severally agreed to take up such shares in 
the Agreed Proportion (as defined in the Placing Agreement) and the 
Company agrees to allot and issue such shares to the Joint Bookrunners 
accordingly, in each case at the Placing Price and on the terms set out 
in the Placing Agreement. 
 
   The Placing Shares will, when issued, be credited as fully paid and will 
rank pari passu in all respects with the existing ordinary shares in the 
capital of the Company ("Ordinary Shares"), including the right to 
receive all dividends and other distributions declared, made or paid in 
respect of such Ordinary Shares after the date of issue of the Placing 
Shares. 
 
   Lock-up 
 
   As part of the Placing, the Company has agreed that it will not issue or 
sell any Ordinary Shares for a period of 90 days after Admission without 
the prior written consent of the Joint Bookrunners. This agreement is 
subject to certain customary exceptions. 
 
   Application for admission to listing and trading 
 
   Application will be made to the FCA for admission of the Placing Shares 
to listing on the premium listing segment of the Official List and to 
the London Stock Exchange for admission to trading of the Placing Shares 
on the London Stock Exchange's main market for listed securities 
(together "Admission"). 
 
   It is expected that Admission will take place on or before 8.00 a.m. 
(London time) on 18 June 2018 and that dealings in the Placing Shares on 
the London Stock Exchange's main market for listed securities will 
commence at the same time. 
 
   Bookbuilding Process 
 
   The Joint Bookrunners will today commence an accelerated bookbuilding 
process (the "Bookbuilding Process") 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 Shares. 
 
   The Joint Bookrunners and the Company shall be entitled to effect the 
Placing by such alternative method to the Bookbuilding Process as they 
may, in their sole discretion, determine. 
 
   Principal terms of the Bookbuilding Process and Placing 
 
   1.                    RBC and Peel Hunt are acting as joint bookrunners 
to the Placing, as agents of the Company. 
 
   2.                   Participation in the Placing will only be available 
to persons who may lawfully be, and are, invited by the Joint 
Bookrunners to participate. The Joint Bookrunners and their affiliates 
are entitled to enter bids in the Bookbuilding Process. 
 
   3.                   The total number of Placing Shares and the 
aggregate proceeds to be raised through the Placing will be agreed 
between the Joint Bookrunners and the Company following completion of 
the Bookbuilding Process. The results of the Placing will be announced 
through the Placing Results Announcement following the completion of the 
Bookbuilding Process. 
 
   4.                   To bid in the Bookbuilding Process, Placees should 
communicate their bid by telephone to their usual sales contact at RBC 
or Peel Hunt. Each bid should state the number of Placing Shares which a 
prospective Placee wishes to subscribe for at the Placing Price. Bids 
may be scaled down by the Joint Bookrunners on the basis referred to in 
paragraph 9 below. Each of the Joint Bookrunners is arranging the 
Placing severally, and not jointly, or jointly and severally, as agent 
of the Company. 
 
   5.                   The Bookbuilding Process is expected to close no 
later than 4.30 p.m. (London time) on 14 June 2018 but may be closed 
earlier or later at the discretion of the Joint Bookrunners. The Joint 
Bookrunners may, in agreement with the Company, accept bids that are 
received after the Bookbuilding Process has closed. The Company reserves 
the right to reduce the amount to be raised pursuant to the Placing, in 
its sole discretion. The total number of shares to be issued pursuant to 
the Placing is expected to represent approximately 5% of the Company's 
existing issued ordinary share capital. 
 
   6.                   Each Placee's allocation will be agreed between the 
Joint Bookrunners (after consultation with the Company) and will be 
confirmed orally by the relevant Joint Bookrunner as soon as practicable 
following the close of the Bookbuilding Process. The relevant Joint 
Bookrunner's oral confirmation of an allocation will give rise to a 
legally binding commitment by the Placee concerned, in favour of the 
relevant Joint Bookrunner and the Company, under which it agrees to 
subscribe for the number of Placing Shares allocated to it on the terms 
and subject to the conditions set out in this Appendix and the Company's 
articles of association. 
 
   7.                   The Company will release the Placing Results 
Announcement following the close of the Bookbuilding Process, detailing 
the aggregate number of the Placing Shares to be issued. 
 
   8.                   Each Placee's allocation and commitment will be 
evidenced by a contract note or trade confirmation issued to such Placee 
by one of the Joint Bookrunners. The terms of this Appendix will be 
deemed incorporated therein. 
 
   9.                   The Joint Bookrunners may choose to accept bids, 
either in whole or in part, on the basis of allocations determined at 
their discretion (after consultation with the Company) and may scale 
down any bids for this purpose on such basis as they may determine or be 
directed. The Joint Bookrunners may also, notwithstanding paragraphs 5 
to 7 above, (a) allocate Placing Shares after the time of any initial 
allocation to any person submitting a bid after that time and (b) 
allocate Placing Shares after the Bookbuilding Process has closed to any 
person submitting a bid after that time. 
 
   10.                A bid in the Bookbuilding Process will be made on the 
terms and subject to the conditions in this Appendix and will be legally 
binding on the Placee on behalf of which it is made and except with the 
relevant Joint Bookrunner's consent will not be capable of variation or 
revocation after the time at which it is submitted. Each Placee will 
have an immediate, separate, irrevocable and binding obligation, owed to 
the relevant Joint Bookrunner, to pay to it (or as it may direct) in 
cleared funds an amount equal to the product of the Placing Price and 
the number of Placing Shares such Placee has agreed to subscribe for and 
the Company has agreed to allot and issue to that Placee. 
 
   11.                 Except as required by law or regulation, no press 
release or other announcement will be made by the Joint Bookrunners or 
the Company using the name of any Placee (or its agent), in its capacity 
as Placee (or agent), other than with such Placee's prior written 
consent. 
 
   12.                Irrespective of the time at which a Placee's 
allocation(s) pursuant to the Placing is/are confirmed, settlement for 
all Placing Shares to be subscribed for pursuant to the Placing will be 
required to be made at the same time, on the basis explained below under 
'Registration and Settlement'. 
 
   13.                All obligations under the Bookbuilding Process and 
Placing will be subject to 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'. 
 
   14.                By participating in the Bookbuilding Process each 
Placee will agree that its rights and obligations in respect of the 
Placing will terminate only in the circumstances described below and 
will not be capable of rescission or termination by the Placee. 
 
   15.                 To the fullest extent permissible by law, neither of 
the Joint Bookrunners nor any of their affiliates nor any of their or 
their respective affiliates' agents, directors, officers or employees, 
respectively, shall have any liability to Placees (or to any other 
person whether acting on behalf of a Placee or otherwise). In particular, 
neither of the Joint Bookrunners nor any of their affiliates nor any of 
its or their agents, directors, officers or employees shall have any 
liability (including, to the extent permissible by law, any fiduciary 
duties) to Placees (or to any person whether acting on behalf of a 
Placee or otherwise) in respect of the Joint Bookrunners' conduct of the 
Bookbuilding Process or of such alternative method of effecting the 
Placing as the Joint Bookrunners and the Company may agree. 
 
   Registration and Settlement 
 
   If Placees are allocated any Placing Shares in the Placing, they will be 
sent a contract note or trade confirmation which will confirm the number 
of Placing Shares allocated to them, the Placing Price and the aggregate 
amount owed by them to the relevant Joint Bookrunners. Each Placee will 
be deemed to agree that it will do all things necessary to ensure that 
delivery and payment is completed in accordance with either the standing 
CREST or certificated settlement instructions which they have in place 
with the relevant Joint Bookrunners or otherwise as such Joint 
Bookrunners may direct. 
 
   Settlement of transactions in the Placing Shares (ISIN: GB0002148343) 
following Admission will take place within the CREST system. Settlement 
through CREST will be on a T+2 basis unless otherwise notified by the 
Joint Bookrunners and is expected to occur on 18 June 2018 (the 

"Settlement Date"). Settlement will be on a delivery versus payment 
basis. However, in the event of any difficulties or delays in the 
admission of the Placing Shares to CREST or the use of CREST in relation 
to the Placing, the Company and the Joint Bookrunners may agree that the 
Placing Shares should be issued in certificated form. The Joint 
Bookrunners reserve the right to require settlement for the Placing 
Shares, and to deliver the Placing Shares to Placees, by such other 
means as they deem necessary if delivery or settlement to Placees is not 
practicable within the CREST system or would not be consistent with 
regulatory requirements in a Placee's jurisdiction. 
 
   Interest is chargeable daily on payments not received from Placees on 
the due date in accordance with the arrangements set out above, in 
respect of either CREST or certificated deliveries, at the rate of two 
(2) percentage points above prevailing LIBOR as determined by the Joint 
Bookrunners. 
 
   If Placees do not comply with their obligations the relevant Joint 
Bookrunners may sell any or all of their Placing Shares on their behalf 
and retain from the proceeds, for its own account and benefit, an amount 
equal to the Placing Price of each share sold plus any interest due. 
Placees will, however, remain liable for any shortfall below the Placing 
Price and for any stamp duty or stamp duty reserve tax (together with 
any interest or penalties) which may arise upon the sale of their 
Placing Shares on their behalf. 
 
   If Placing Shares are to be delivered to a custodian or settlement agent, 
Placees must ensure that, upon receipt, the conditional contract note or 
trade confirmation is copied and delivered immediately to the relevant 
person within that organisation. Insofar as Placing Shares 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 Shares should, subject as provided 
below, be so registered free from any liability to UK stamp duty or 
stamp duty reserve tax. Placees will not be entitled to receive any fee 
or commission in connection with the Placing. 
 
   Conditions of the Placing 
 
   The Placing is conditional upon the Placing Agreement becoming 
unconditional and not having been terminated in accordance with its 
terms. 
 
   The obligations of the Joint Bookrunners under the Placing Agreement are, 
and the Placing is, conditional on, among other things: 
 
   (A)               the Company and the Joint Bookrunners having executed 
by no later than 5.00 p.m. (London time) today the terms of sale setting 
out the final number of Placing Shares; 
 
   (B)               the Company allotting, subject only to Admission, the 
Placing Shares in accordance with the Placing Agreement; 
 
   (C)               there being no material default or breach prior to 
Admission of the sale and purchase agreement entered into by the Company 
and the sellers to effect the Acquisition (the "Sale and Purchase 
Agreement"), all events and conditions contemplated by the Sale and 
Purchase Agreement as having occurred or been satisfied prior to 
Admission having occurred or been satisfied and no event having arisen 
prior to Admission giving the Company or the sellers a right to 
terminate the Sale and Purchase Agreement; and 
 
   (D)              Admission having occurred by 8.00 a.m. (London time) on 
18 June 2018 (or such later date as the Joint Bookrunners and the 
Company may agree, being not later than 3.00 p.m. on 25 June 2018). 
 
   If any of the conditions set out in the Placing Agreement is not 
fulfilled or, where permitted, waived to the extent permitted by law or 
regulations in accordance with the Placing Agreement within the stated 
time periods (or such later time and/or date as the Company and the 
Joint Bookrunners may agree), or the Placing Agreement is terminated in 
accordance with its terms (as to which, see the 'Termination of the 
Placing' section below), the Placing will lapse and the Placee's rights 
and obligations shall cease and terminate at such time and each Placee 
agrees that no claim can be made by or on behalf of the Placee (or any 
person on whose behalf the Placee is acting) in respect thereof. 
 
   By participating in the Bookbuilding Process, each Placee agrees that 
its rights and obligations cease and terminate only in the circumstances 
described above and under 'Termination of the Placing' below and will 
not be capable of rescission or termination by it. 
 
   The Joint Bookrunners (acting jointly) may, at their absolute discretion 
and upon such terms as they think appropriate, waive fulfilment of all 
or any of the conditions in the Placing Agreement capable of wavier in 
whole or in part (to the extent permitted by law or regulation) or 
extend the time provided for fulfilment of any such conditions in 
respect of all or any part of the performance thereof. Any such 
extension or waiver will not affect Placees' commitments as set out in 
this Appendix. 
 
   Neither the Joint Bookrunners nor any of their respective affiliates nor 
any of their or their respective affiliates' agents, directors, officers 
or employees, respectively, nor the Company 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 any of them may make as to 
whether or not to waive or to extend the time and/or date for the 
satisfaction of any condition to the Placing nor for any decision any of 
them 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 and the Company. 
 
   Termination of the Placing 
 
   Each Joint Bookrunner is entitled, at any time prior to Admission, to 
terminate its obligations under the Placing Agreement in accordance with 
its terms by giving notice (in writing or orally) in certain 
circumstances, including, among other things: 
 
 
   1. a material breach of any of the warranties given by the Company to the 
      Joint Bookrunners in the Placing Agreement; 
 
   2. the occurrence of a material adverse change in the Company's business or 
      in its financial or trading position; or 
 
   3. the occurrence of a force majeure event. 
 
 
   If the Placing Agreement is terminated in accordance with its terms, the 
rights and obligations of each Placee in respect of the Placing as 
described in this Announcement shall cease and terminate at such time 
and no claim may be made by any Placee in respect thereof. 
 
   By participating in the Bookbuilding Process, each Placee agrees with 
the Company and the Joint Bookrunners that the exercise by the Company 
or the Joint Bookrunners of any right of termination or any other right 
or other discretion under the Placing Agreement shall be within the 
absolute discretion of the Company or the Joint Bookrunners (as the case 
may be) and that neither the Company nor the Joint Bookrunners need make 
any reference to such Placee and that none of the Company, the Joint 
Bookrunners, their respective affiliates or their or their respective 
affiliates' agents, directors, officers or employees, respectively, 
shall have any liability to such Placee (or to any other person whether 
acting on behalf of a Placee or otherwise) whatsoever in connection with 
any such exercise. 
 
   By participating in the Placing, each Placee agrees that its rights and 
obligations terminate only in the circumstances described above and 
under the 'Conditions of the Placing' above and will not be capable of 
rescission or termination by it after oral confirmation by the Joint 
Bookrunners following the close of the Bookbuilding Process. 
 
   Representations, warranties and further terms 
 
   By submitting a bid in the Bookbuilding Process, each prospective Placee 
(and any person acting on such Placee's behalf) represents, warrants, 
acknowledges and agrees (for itself and for any such prospective Placee) 
that: 
 
   1.                    it has read and understood this Announcement in 
its entirety and that its acquisition of the Placing Shares is subject 
to and based upon all the terms, conditions, representations, warranties, 
indemnities, acknowledgements, agreements and undertakings and other 
information contained in this Appendix and that it has not relied on, 
and will not rely on, any information given or any representations, 
warranties or statements made at any time by any person in connection 
with Admission, the Placing, the Company, the Placing Shares or 
otherwise, other than the information contained in this Announcement and 
the Publicly Available Information; 
 
   2.                   it acknowledges that no prospectus or other 
offering document has been or will be prepared in connection with the 
Placing; 
 
   3.                   the Company's Ordinary Shares are listed on the 
premium listing segment of the Official List, and that the Company is 
therefore required to publish certain business and financial information 
in accordance with the rules and practices of the FCA, which includes a 
description of the nature of the Company's business and the Company's 
most recent balance sheet and profit and loss account and that it is 
able to obtain or access such information without undue difficulty, and 
is able to obtain access to such information or comparable information 
concerning any other publicly traded company, without undue difficulty; 
 
   4.                   neither the Joint Bookrunners nor the Company nor 
any of their respective affiliates, or their or their respective 
affiliates' agents, directors, officers or employees, respectively, nor 
any person acting on behalf of any of them has provided, and will not 
provide, it with any material regarding the Placing Shares or the 
Company or any other person other than the information in this 
Announcement or any other Publicly Available Information, and, if it is 

in Canada, the Canadian Investor Letter in respect of the Placing 
Shares; nor has it requested the Joint Bookrunners, the Company, any of 
their affiliates, agents, directors, officers or employees or any person 
acting on behalf of any of them to provide it with any such information; 
 
   5.                   neither the Joint Bookrunners nor any person acting 
on behalf of them nor any of their respective affiliates, or their or 
their respective affiliates, agents, directors, officers or employees, 
respectively, has or shall have any liability for this Announcement, or 
any other Publicly Available 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; 
 
   6.                   the content of this Announcement and the Publicly 
Available Information has been prepared by and is exclusively the 
responsibility of the Company and that neither of the Joint Bookrunners 
nor any of their affiliates nor any persons acting on their behalf is 
responsible for or has or shall have any liability for any information 
or representation, warranty or statement relating to the Company 
contained in this Announcement, or any other Publicly Available 
Information, nor will they be liable for any Placee's decision to 
participate in the Placing based on any information, representation, 
warranty or statement contained in this Announcement, any other Publicly 
Available Information or otherwise. Nothing in this Appendix shall 
exclude any liability of any person for fraudulent misrepresentation; 
 
   7.                   it and/or each person on whose behalf it is 
participating is not, and at the time the Placing Shares are subscribed 
for will not be, a resident of Australia, South Africa, Japan, New 
Zealand or Jersey or any province or territory of Canada other than the 
Provinces of Ontario, Quebec, Alberta and British Columbia (and, if in 
those provinces, it and/or each person on whose behalf it is 
participating is both an "accredited investor" and a "permitted client" 
under applicable Canadian securities laws); 
 
   8.                   the Placing Shares are being offered and sold on 
behalf of the Company in offshore transactions (as defined in Regulation 
S under the Securities Act) and to QIBs (as defined in Rule 144A under 
the Securities Act) in reliance upon Rule 144A under the Securities Act 
or another exemption from, or transaction not subject to, the 
registration requirements under the Securities Act. It and the 
prospective beneficial owner of the Placing Shares is, and at the time 
the Placing Shares are subscribed for will be either: (i) outside the 
United States and subscribing for the Placing Shares in an "offshore 
transaction" as defined in, and in accordance with, Regulation S under 
the Securities Act or (ii) a QIB which has duly executed a US Investor 
Letter in a form provided to it and delivered the same to one of the 
Joint Bookrunners or its affiliates. In addition, it has such knowledge 
and experience in financial and business matters to be capable of 
evaluating the merits and the risks of an investment in the Placing 
Shares, will not look to the Joint Bookrunners for all or part of any 
such loss it may suffer, is able to bear the economic risk of an 
investment in the Placing Shares, is able to sustain a complete loss of 
the investment in the Placing Shares and has no need for liquidity with 
respect to its investment in the Placing Shares; and it has full power 
to make the acknowledgements, representations and agreements herein on 
behalf of each such account. The Placing Shares have not been and will 
not be registered or qualified for offer and sale nor will a prospectus 
be cleared in respect of any of the Placing Shares under the securities 
laws or legislation of the United States, Australia, Canada, Japan, or 
South Africa and, subject to certain exceptions, may not be offered, 
sold, resold, delivered, pledged or transferred, directly or indirectly, 
within those jurisdictions; 
 
   9.                   the only information on which it is entitled to 
rely and on which it has relied in committing to subscribe for the 
Placing Shares is contained in this Announcement, the Publicly Available 
Information, such information being all that it deems necessary to make 
an investment decision in respect of the Placing Shares and it has made 
its own assessment of the Company, the Placing Shares and the terms of 
the Placing based on Publicly Available Information, (ii) the Joint 
Bookrunners and the Company (or any of their respective affiliates) have 
not made any representation to it, express or implied, with respect to 
the Company, the Placing or the Placing Shares or the accuracy, 
completeness or adequacy of the Publicly Available Information, (iii) it 
has conducted its own investigation of the Company, the Placing and the 
Placing Shares, satisfied itself that the information is still current 
and relied on that investigation for the purposes of its decision to 
participate in the Placing and (iv) it has not relied on any 
investigation that the Joint Bookrunners or any person acting on their 
behalf may have conducted with respect to the Company, the Placing or 
the Shares; 
 
   10.                the Placing Shares have not been registered or 
otherwise qualified for offer and sale nor will a prospectus be cleared 
or approved in respect of the Placing Shares under the securities laws 
of Australia, Canada, South Africa or Japan and, subject to certain 
exceptions, may not be offered, sold, taken up, renounced or delivered 
or transferred, directly or indirectly, within the United States, 
Australia, Canada, South Africa, Japan, New Zealand or Jersey or in any 
country or jurisdiction where any action for that purpose is required; 
 
   11.                 it and/or each person on whose behalf it is 
participating: 
 
   (A)               is entitled to subscribe for Placing Shares pursuant 
to the Placing under the laws and regulations of all relevant 
jurisdictions; 
 
   (B)               has fully observed such laws and regulations; 
 
   (C)               has capacity and authority and is entitled to enter 
into and perform its obligations as a subscriber of Placing Shares and 
will honour such obligations; and 
 
   (D)              has obtained all necessary consents and authorities 
(including, without limitation, in the case of a person acting on behalf 
of a Placee, all necessary consents and authorities to agree to the 
terms set out or referred to in this Appendix) to enable it to enter 
into the transactions contemplated hereby and to perform its obligations 
in relation thereto; 
 
   12.                it will not distribute, forward, transfer or 
otherwise transmit this Announcement or any part of it, or any other 
presentational or other materials concerning the Placing in or into the 
United States (including electronic copies thereof) to any person, and 
it has not distributed, forwarded, transferred or otherwise transmitted 
any such materials to any person; 
 
   13.                neither of the Joint Bookrunners, nor 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 either of the Joint Bookrunners and that the 
Joint Bookrunners have no duties or responsibilities to it for providing 
the protections afforded to their clients or customers or for providing 
advice in relation to the Placing nor in respect of any representations, 
warranties, undertakings or indemnities contained in the Placing 
Agreement nor for the exercise or performance of any of its rights and 
obligations thereunder including any rights to waive or vary any 
conditions or exercise any termination right; 
 
   14.                it will make payment to the Joint Bookrunners (as the 
Joint Bookrunners may direct) for the Placing Shares allocated to it in 
accordance with the terms and conditions of this Announcement on the due 
times and dates set out in this Announcement, failing which the relevant 
Placing Shares may be placed with others on such terms as the Joint 
Bookrunners determine in their absolute discretion without liability to 
the Placee and it will remain liable for any shortfall below the net 
proceeds of such sale and the placing proceeds of such Placing Shares 
and may be required to bear any stamp duty or stamp duty reserve tax 
(together with any interest or penalties due pursuant to the terms set 
out or referred to in this Announcement) which may arise upon the sale 
of such Placee's Placing Shares on its behalf; 
 
   15.                 its allocation (if any) of Placing Shares will 
represent a maximum number of Placing Shares which it will be entitled, 
and required, to subscribe for, and that it may be called upon to 
subscribe for a lower number of Placing Shares (if any), but in no event 
in aggregate more than the aforementioned maximum; 
 
   16.                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 Shares in the United States or in any 
country or jurisdiction where any such action for that purpose is 
required; 
 
   17.                 the person who it specifies for registration as 
holder of the Placing Shares will be (i) the Placee or (ii) a nominee of 
the Placee, as the case may be. The Joint Bookrunners and the Company 
will not be responsible for any liability to stamp duty or stamp duty 
reserve tax resulting from a failure to observe this requirement. It 
agrees to subscribe for Placing Shares pursuant to the Placing on the 
basis that the Placing Shares will be allotted to a CREST stock account 

of the Joint Bookrunners (or either of them) who will hold them as 
nominee directly or indirectly on behalf of the Placee until settlement 
in accordance with its standing settlement instructions with it; 
 
   18.                the allocation, allotment, issue and delivery to it, 
or the person specified by it for registration as holder, of Placing 
Shares will not give rise to a stamp duty or stamp duty reserve tax 
liability under (or at a rate determined under) any of sections 67, 70, 
93 or 96 of the Finance Act 1986 (depository receipts and clearance 
services) and that it is not participating in the Placing as nominee or 
agent for any person or persons to whom the allocation, allotment, issue 
or delivery of Placing Shares would give rise to such a liability; 
 
   19.                it and any person acting on its behalf falls within 
Article 19(5) and/or 49(2) of the Order, as amended, and undertakes that 
it will subscribe for, hold, manage and (if applicable) dispose of any 
Placing Shares that are allocated to it for the purposes of its business 
only; 
 
   20.               it has not offered or sold and will not offer or sell 
any Placing Shares to persons in the United Kingdom prior to Admission 
except to persons whose ordinary activities involve them in subscribing 
for, 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 
FSMA; 
 
   21.                if within the EEA, it is a Qualified Investor as 
defined in section 86(7) of FSMA, being a person falling within Article 
2.1(e) of the Prospectus Directive; 
 
   22.               it has only communicated or caused to be communicated 
and it 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 Placing Shares in circumstances in which 
section 21(1) of FSMA does not require approval of the communication by 
an authorised person; 
 
   23.               it has complied, and it will comply, with all 
applicable laws with respect to anything done by it or on its behalf in 
relation to the Placing Shares (including all relevant provisions of 
FSMA and the FS Act in respect of anything done in, from or otherwise 
involving the United Kingdom); 
 
   24.               if it is a financial intermediary, as that term is 
used in Article 3(2) of the Prospectus Directive (including any relevant 
implementing measure in any member state), the Placing Shares subscribed 
for by it in the Placing will not be subscribed for on a 
non-discretionary basis on behalf of, nor will they be subscribed for 
with a view to their offer or resale to, persons in a member state of 
the EEA which has implemented the Prospectus Directive other than 
Qualified Investors, or in circumstances in which the express prior 
written consent of the Joint Bookrunners has been given to the offer or 
resale. 
 
   25.                it has not offered or sold and will not offer or sell 
any Placing Shares to persons in the EEA prior to Admission except to 
persons whose ordinary activities involve them in subscribing for, 
holding, managing or disposing of investments (as principal or agent) 
for the purpose of their business or otherwise in circumstances which 
have not resulted and which will not result in an offer to the public in 
any member state of the EEA; 
 
   26.               if it has received any inside information (as defined 
in the Market Abuse Regulation (EU) No. 596/2014) about the Company in 
advance of the Placing, it has not: (a) dealt in the securities of the 
Company; (b) encouraged or required another person to deal in the 
securities of the Company; or (c) disclosed such information to any 
person, prior to the information being made publicly available; 
 
   27.                neither the Joint Bookrunners, the Company nor any of 
their respective affiliates, or their respective affiliates' agents, 
directors, officers or employees, respectively, nor any person acting on 
behalf of such persons is making any recommendation to it, advising it 
regarding the suitability of any transaction it may enter into in 
connection with the Placing nor providing advice in relation to the 
Placing nor in respect of any representation, warranty, acknowledgement, 
agreement, undertaking or indemnity contained in the Placing Agreement 
nor the exercise or performance of any of the Joint Bookrunners' rights 
and obligations thereunder including any rights to waive or vary any 
conditions or exercise any termination right; 
 
   28.               acknowledges and accepts that the Joint Bookrunners 
may, in accordance with applicable legal and regulatory provisions, 
engage in transactions in relation to the Placing Shares and/or related 
instruments for their own account for the purpose of hedging their 
underwriting exposure or otherwise and, except as required by applicable 
law or regulation, the Joint Bookrunners will not make any public 
disclosure in relation to such transactions; 
 
   29.               it has complied with its obligations in connection 
with money laundering and terrorist financing under the Proceeds of 
Crime Act 2002, the Criminal Justice Act 1993, the Terrorism Act 2000, 
the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and 
Transfer of Funds (Information on the Payer) Regulations 2017 and any 
related or similar rules, regulations or guidelines issued, administered 
or enforced by any government agency having jurisdiction in respect 
thereof (together the "Regulations") 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; 
 
   30.               its commitment to subscribe for Placing Shares on the 
terms set out in this Announcement will continue notwithstanding any 
amendment that may in future be made to the terms and conditions 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 or the 
Joint Bookrunners' conduct of the Placing; 
 
   31.                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 Shares. It further 
acknowledges that it is experienced in investing in securities of this 
nature and is aware that it may be required to bear, and is able to bear, 
the economic risk of, and is able to sustain, a complete loss in 
connection with the Placing. It has relied upon its own examination and 
due diligence of the Company and its affiliates taken as a whole, and 
the terms of the Placing, including the merits and risks involved; 
 
   32.               the Company, the Joint Bookrunners and others will 
rely upon the truth and accuracy of the foregoing representations, 
warranties, acknowledgements and agreements, which are given to each 
Joint Bookrunner on its own behalf and on behalf of the Company and are 
irrevocable; 
 
   33.               if it is subscribing for the Placing Shares as a 
fiduciary or agent for one or more investor accounts, it has full power 
and authority to make, and does make, the foregoing representations, 
warranties, acknowledgements, agreements and undertakings on behalf of 
each such accounts; 
 
   34.               time is of the essence as regards its obligations 
under this Appendix; 
 
   35.                any document that is to be sent to it in connection 
with the Placing will be sent at its risk and may be sent to it at any 
address provided by it to the Joint Bookrunners; 
 
   36.               the Placing Shares will be issued subject to the terms 
and conditions set out in this Appendix; 
 
   37.                this Appendix and all documents into which this 
Appendix is incorporated by reference or otherwise validly forms a part 
will be governed by and construed in accordance with English law. All 
agreements to subscribe for shares pursuant to the Bookbuilding Process 
and/or the Placing will be governed by English law and the English 
courts shall have exclusive jurisdiction in relation thereto except that 
proceedings 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; 
 
   38.               pursuant to the General Data Protection Regulation as 
implemented in the UK by the Data Protection Act 2018 ("GDPR") the 
Company and/or the Joint Bookrunners, may hold personal data (as defined 
in the GDPR) relating to past and present shareholders. Personal data 
may be retained on record for a period exceeding six years after it is 
no longer used. The Company and/or the Joint Brokers will only process 
such information for the purposes set out below (collectively, the 
"Purposes"), being to: (a) process its personal data to the extent and 
in such manner as is necessary for the performance of their obligations 
under the contractual arrangements between them, including as required 
by or in connection with its holding of Ordinary Shares, including 
processing personal data in connection with credit and money laundering 
checks on it; (b) communicate with it as necessary in connection with 
its affairs and generally in connection with its holding of Ordinary 
Shares; (c) provide personal data to such third parties as the Company 
and/or any of the Joint Bookrunners may consider necessary in connection 
with its affairs and generally in connection with its holding of 
Ordinary Shares or as the GDPR may require, including to third parties 
outside the EEA; (d) without limitation, provide such personal data to 
their respective affiliates for processing, notwithstanding that any 

such party may be outside the EEA; and (e) process its personal data for 
the Company's and/or any of the Joint Bookrunners internal 
administration; 
 
   39.               by becoming registered as a holder of Placing Shares, 
it acknowledges and agrees that the processing by the Company and/or the 
Joint Bookrunners of any personal data relating to it in the manner 
described above is undertaken for the purposes of: (a) performance of 
the contractual arrangements between them; and (b) to comply with 
applicable legal obligations. In providing the Company and/or and/or any 
of the Joint Bookrunners with information, it hereby represents and 
warrants to each of them that it has notified any data subject of the 
processing of their personal data (including the details set out above) 
by the Company and/or any of the Joint Bookrunners and their respective 
affiliates and group companies, in relation to the holding of, and using, 
their personal data for the Purposes. Any individual whose personal 
information is held or processed by a data controller: (a) has the right 
to ask for a copy of their personal information held; (b) to ask for any 
inaccuracies to be corrected or for their personal information to be 
erased; (c) object to the ways in which their information is used, and 
ask for their information to stop being used or otherwise restricted; 
and (d) ask for their personal information to be sent to them or to a 
third party (as permitted by law). A data subject seeking to enforce 
these rights should contact the relevant data controller. Individuals 
also have the right to complain to the UK Information Commissioner's 
Office about how their personal information has been handled 
 
   By participating in the Placing, each Placee (and any person acting on 
such Placee's behalf) agrees to indemnify and hold the Company, each of 
the Joint Bookrunners and each of their respective affiliates and each 
of their and their respective affiliates' agents, directors, officers 
and employees, respectively, harmless from any and all costs, claims, 
liabilities and expenses (including legal fees and expenses) arising out 
of or in connection with any breach of the representations, warranties, 
acknowledgements, agreements and undertakings given by the Placee in 
this Appendix and further agrees that the provisions of this Appendix 
shall survive after completion of the Placing. 
 
   The agreement to allot and issue Placing Shares to Placees (or the 
persons for whom Placees are contracting as agent) free of stamp duty 
and stamp duty reserve tax in the UK relates only to their allotment and 
issue to Placees, or such persons as they nominate as their agents, 
directly by the Company. Such agreement assumes that the Placing Shares 
are not being subscribed for in connection with arrangements to issue 
depositary receipts or to transfer the Placing Shares into a clearance 
service. If there were any such arrangements, or the settlement related 
to other dealings in the Placing Shares, stamp duty or stamp duty 
reserve tax may be payable, for which neither the Company nor the Joint 
Bookrunners would be responsible. If this is the case, it would be 
sensible for Placees to take their own advice and they should notify the 
Joint Bookrunners accordingly. In addition, Placees should note that 
they will be liable for any capital duty, stamp duty and all other stamp, 
issue, securities, transfer, registration, documentary or other duties 
or taxes (including any interest, fines or penalties relating thereto) 
payable outside the UK by them or any other person on the acquisition by 
them of any Placing Shares or the agreement by them to subscribe for any 
Placing Shares and each Placee, or the Placee's nominee, in respect of 
whom (or in respect of the person for whom it is participating in the 
Placing as an agent or nominee) the allocation, allotment, issue or 
delivery of Placing Shares has given rise to such non-UK stamp, 
registration, documentary, transfer or similar taxes or duties 
undertakes to pay such taxes and duties, including any interest and 
penalties (if applicable), forthwith and to indemnify on an after-tax 
basis and to hold harmless the Company and the Joint Bookrunners in the 
event that either the Company and/or the Joint Bookrunners have incurred 
any such liability to such taxes or duties. 
 
   The representations, warranties, acknowledgements and undertakings 
contained in this Appendix are given to the Joint Bookrunners for 
themselves and on behalf of the Company and are irrevocable. 
 
   The Joint Bookrunners are acting exclusively for the Company and no one 
else in connection with the Bookbuilding Process and the Placing and 
will not regard any other person (whether or not a recipient of this 
document) as a client in relation to the Bookbuilding Process or the 
Placing and will not be responsible to anyone (including Placees) other 
than the Company for providing the protections afforded to their clients 
or for providing advice in relation to the Bookbuilding Process or the 
Placing or other matters referred to in this Announcement. 
 
   Each Placee and any person acting on behalf of the Placee acknowledges 
that the Joint Bookrunners do not owe any fiduciary or other duties to 
any Placee in respect of any representations, warranties, undertakings, 
acknowledgements or agreements or indemnities in the Placing Agreement. 
Each Placee and any person acting on behalf of the Placee acknowledges 
and agrees that either of the Joint Bookrunners may (at their absolute 
discretion) satisfy its obligations to procure Placees by itself 
agreeing to become a Placee in respect of some or all of the Placing 
Shares or by nominating any connected or associated person to do so. 
 
   The price of shares and any income expected from them may go down as 
well as up and investors may not get back the full amount invested upon 
disposal of the shares. Past performance is no guide to future 
performance and persons needing advice should consult an independent 
financial adviser. 
 
   All times and dates in this Announcement may be subject to amendment. 
The Joint Bookrunners will notify Placees and any persons acting on 
behalf of the Placees of any changes. 
 
   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. 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Rathbone Brothers Plc via Globenewswire 
 
   ([1] #_ftnref1) The number of shares is calculated based on the average 
share price over the ten day period prior to 14 June 2018 
 
   ([2] #_ftnref2) The number of shares is fixed and illustrative value is 
calculated based on average share price over the ten day period prior to 
14 June 2018 
 
   ([3] #_ftnref3) The number of shares is capped at 5.2m shares. If the 
conditions for the contingent consideration are not achieved by 31st 
December 2019, the maximum number of shares under the earn-out and 
incentivisation awards will increase by 0.6m Rathbones shares 
 
   ([4] #_ftnref4) Illustrative value is calculated based on average share 
price over the ten day period prior to 14 June 2018 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Rathbone Brothers Plc via Globenewswire 
 
 
  http://www.rathbones.com/ 
 

(END) Dow Jones Newswires

June 14, 2018 02:01 ET (06:01 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.