Satellite Solutions Wldwide Grp PLC Proposed Acquisition, Placing and Notice of GM (3707M)

TIDMSAT

RNS Number : 3707M

Satellite Solutions Wldwide Grp PLC

28 July 2017

THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Satellite Solutions Worldwide Group plc

("SSW" or the "Company")

Proposed Acquisition, Placing and Notice of General Meeting

Proposed Acquisition of Quickline Communications Limited

Proposed Placing to raise GBP8 million at 7.0 pence per share

Notice of General Meeting

Satellite Solutions Worldwide Group plc (AIM: SAT), the global communications company specialising in rural and last mile broadband, announces the proposed acquisition of Quickline Communications Limited ('Quickline'), a leading provider of fixed wireless broadband in the UK (the 'Acquisition'). Consideration for the Acquisition will be in cash and new Ordinary Shares in SSW.

The Company also announces a proposed placing of new Ordinary Shares to raise gross proceeds of approximately GBP8.1 million (the 'Placing') at 7.0p per Ordinary Share to fund the Acquisition of Quickline and future bolt-on acquisitions (the 'Bolt-on Acquisitions') as well as associated costs and working capital. The Directors have agreed to subscribe for a total of 1,611,000 Placing Shares.

Acquisition Highlights

-- Quickline is a leading provider of fixed wireless broadband in the UK.

-- For y/e 31 March 2017, Quickline generated revenue of GBP2.3 million and EBITDA of GBP0.3 million.

-- The initial consideration for the Acquisition is GBP5.0 million (subject to adjustment) comprising a target initial cash consideration of GBP3.0 million and GBP2.0 million in new SSW Ordinary Shares ('Consideration Shares').

-- SSW will invest a further GBP2.0 million into Quickline to capture additional growth opportunities and fund working capital.

-- The Directors believe the combined business will be the only provider of both satellite and fixed wireless broadband in the UK.

-- The Acquisition is expected to be earnings enhancing in the year ending 30 November 2018.

-- The Acquisition is conditional on completion of the Placing which is, amongst other things, subject to shareholder approval.

Acquisition Rationale

Quickline is a leading provider of fixed wireless broadband in the UK. SSW currently has no fixed wireless presence in the UK and the Acquisition gives SSW the ability to tailor broadband solutions using both satellite and fixed wireless to fit customer needs, increasing the overall potential size of the Company's addressable markets. SSW currently offers fixed wireless broadband services through Breiband and Skymesh, its Norwegian and Australian businesses, which were acquired in 2016.

Quickline has been actively working with Broadband Delivery UK ('BDUK'), a government backed scheme designed to support the roll-out of high speed broadband in areas of the UK which are not eligible for mainstream fibre or network connections. In 2016, Quickline was the recipient of a GBP2.0 million BDUK grant to support the roll-out of fixed wireless broadband in North Lincolnshire. Quickline also has a number of critical accreditations including with OFCOM, the regulatory and competition authority for broadcasting and telecommunications in the UK.

The Directors believe that following the completion of the Acquisition, SSW can deliver a total solution for last mile broadband across the UK, using either satellite or fixed wireless technology to deliver the most economic and efficient solution, generating further revenue whilst also benefiting from increasing economies of scale. The Directors believe that currently there are no other companies in the UK that can offer both fixed wireless and satellite broadband solutions.

Placing Highlights and Use of Proceeds

The Company has conditionally raised gross proceeds of approximately GBP8.1 million through the Placing at 7.0p per Ordinary Share from both existing shareholders and certain new investors. The Directors have agreed to subscribe for a total of 1,611,000 Placing Shares. Completion of the Placing is subject to, amongst other things, shareholder approval and a circular will be published and sent to shareholders later today.

The Placing proceeds will be used to fund the following activities:

-- Approximately GBP3.0 million will be deployed to fund the initial cash consideration of the Quickline Acquisition.

-- Approximately GBP2.0 million will be invested in Quickline to fund growth opportunities and associated working capital.

-- Approximately GBP2.0 million will be used to fund Bolt-on Acquisitions and associated working capital. SSW is currently targeting two to three Bolt-on Acquisitions over the next six months.

-- Approximately GBP1.0 million will be used to fund transaction costs and SSW working capital requirements.

Financial Impact

The Acquisition of Quickline is expected to improve the Company's EBITDA margin and to be earnings enhancing in the year ending 30 November 2018 after taking into account the full impact of the Placing and the Consideration Shares. It is currently anticipated that the level of earnings accretion will further improve following deployment of the Placing proceeds earmarked for the Bolt-on Acquisitions, which are currently expected to be completed within the next six months.

Andrew Walwyn, CEO of SSW, commented:

"Whilst we are already the leading domestic satellite broadband provider in the UK, the acquisition of Quickline further diversifies our revenue base and broadens our last-mile broadband technology offering. Quickline has an established, well-regarded fixed wireless broadband offering which complements our existing satellite technology platform; the combination of solutions will lead to significant growth opportunities in the UK market.

The growing appetite for internet connectivity appears unstoppable and we are seeing continued demand for our last-mile broadband solutions, reflected by the growth in our customer numbers. As governments around the world continue to address the 'digital divide', a combination of government voucher schemes and grants will underpin our growth expectations."

Steven Jagger, MD of Quickline, commented:

"We very much look forward to further growing our operations within SSW. They provide a national platform and distribution base for Quickline to take advantage of opportunities within the UK fixed wireless market, allowing us to provide a 'one stop shop' solution for customers. We have exciting plans to grow our customer base and we are taking part in a number of contract tenders which will hopefully augment this growth. The framework and experience provided by SSW will be vital as we continue our roll out of wireless technology to help consumers stuck in the 'digital divide'."

For further information, please contact:

 
Satellite Solutions Worldwide Group PLC             www.satellitesolutionsworldwide.com 
Andrew Walwyn, Chief Executive Officer              via Walbrook PR 
Numis Securities Limited (Nomad and broker)         [phone] 
Oliver Hardy (Corporate Advisory) 
 James Black/ Jonathan Abbott (Corporate Broking) 
Walbrook PR                                         [phone] 
Paul Cornelius/ Nick Rome                           or [e-mail] 
 

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.

This Announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation which came into effect on 3 July 2016.

Details of the Placing

The net proceeds of the Placing will be used to fund the Acquisition, future Bolt-On Acquisitions, their respective costs and working capital requirements. The Acquisition is conditional upon, amongst other things, the completion of the Placing. Numis Securities Limited ('Numis') is acting as sole bookrunner in connection with the Placing.

The price per ordinary share at which the Placing Shares (defined below) are to be placed (the "Placing Price") is 7.0 pence per share. When issued, the Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM ("Admission"). Admission is expected to take place at 8.00am on 17 August 2017 (or such later date as may be agreed between the Company and Numis being no later than 31 August 2017) and dealings in the Placing Shares will commence at that time. The Placing is conditional upon (amongst other things): (i) Admission becoming effective, (ii) the placing agreement between the Company and Numis not being terminated in accordance with its terms prior to Admission and (iii) the Resolutions required to implement the Placing being duly passed by shareholders of the Company at the general meeting proposed to be held at the offices of Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL at 10:00 a.m. on 16 August 2017. Immediately following Admission, the Enlarged Share Capital is expected to be 682,610,252 Ordinary Shares.

A circular containing, amongst other things, the Notice of General Meeting is being sent to Shareholders today. An extract from part 1 of the Circular (Chairman's letter) is set out below. Shareholders and prospective investors' attention is also drawn to the risk factors which will be set out in part 2 (risk factors) of the Circular. A copy of the Circular will be available on the Company's website at www.satellitesolutionsworldwide.com.

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Placing including the terms and conditions of the Placing.

EXTRACT FROM THE COMPANY'S CIRCULAR:

"2. Acquisition of Quickline

Introduction

Quickline is a leading provider of fixed wireless broadband in the UK. The business provides fast broadband solutions for businesses, schools and residential customers. Quickline has extensive geographical coverage throughout the North and East of England focusing on Lincolnshire, Yorkshire, Nottinghamshire and Northumberland. Quickline's product base and technology are capable of broadband speeds up to 150Mb.

Founded in 2007, Quickline has grown both organically and via small acquisitions, with over 4,500 customers as at the date of this document. The business is owned by its founder and MD, Mr Steven Jagger, and his wife, Mrs Rachel Jagger (the "Sellers"). Quickline's historic focus and heritage has been on business customers but in recent years it has grown its residential customer base. Based on Quickline's unaudited financial statements, in the 12 months ended 31 March 2017, Quickline generated revenue of approximately GBP2.3 million, EBITDA of approximately GBP0.3 million (representing an approximate 14.2% EBITDA margin) and profit after tax of approximately GBP0.1 million. As at 31 March 2017, Quickline had fixed assets of approximately GBP2.6 million, including approximately GBP2.0 million of infrastructure assets in the field (such as network masts and transponders) and net debt of approximately GBP0.5 million (based on Quickline's unaudited financial statements).

Quickline has a number of accreditations including with OFCOM, the regulatory and competition authority for broadcasting and telecommunications in the UK.

Rationale for the Acquisition

The strategic rationale for the Acquisition is that SSW currently has no fixed wireless presence in the UK which the Directors believe is a market with significant growth potential. The Directors believe that, following the completion of the Acquisition, SSW should be well placed to deliver a total solution for last mile broadband in certain regions in the UK, especially in areas where Quickline has existing assets and network coverage which can be leveraged to support volume growth and economies of scale benefits. The Directors believe that currently there are no other companies in the UK that can offer both fixed wireless and satellite broadband solutions. SSW currently only offers fixed wireless broadband services through Breiband and Skymesh, its Norwegian and Australian businesses, which were acquired in 2016.

Quickline has been actively working with Broadband Delivery UK ("BDUK"), a government backed scheme designed to support the roll-out of high speed broadband in areas of the UK which are not eligible for mainstream fibre or network connections. In 2016, Quickline was the recipient of GBP2.0 million of BDUK grants to support the roll-out of fixed wireless broadband in North Lincolnshire and is currently at an advanced stage in the tender process for a BDUK grant for fixed wireless broadband in North Yorkshire. These BDUK grants are designed to fund the capital intensive nature of fixed wireless broadband installations and network expansion by subsidising capital expenditure incurred. Quickline is one of a number of shortlisted parties in relation to the North Yorkshire tender and a decision is expected shortly.

As part of the Acquisition SSW has agreed to commit GBP2.0 million of capital to Quickline to fund growth opportunities which will be funded by the proceeds from the Placing. Potential opportunities include future BDUK grants, including North Yorkshire, which are expected to be awarded over the next three years (although there can be no guarantee that Quickline will win any of these BDUK grants or, if it does, that such grants will be on terms that are commercially acceptable) and the acquisition of small businesses within the fragmented UK fixed wireless broadband market.

Acquisition Agreement

On 28 July 2017, SSW entered into the Acquisition Agreement with the Sellers pursuant to which the Group has conditionally agreed to acquire the entire issued share capital of Quickline in consideration for: (i) a target initial cash consideration of GBP3.0 million ("Initial Consideration"), of which GBP2.9 million will be paid by the Group to the Sellers at completion of the Acquisition; and (ii) the allotment and issue, credited as fully paid, to the Sellers by the Company of 28,571,428 Ordinary Shares ("Consideration Shares") (equivalent to GBP2.0 million in value at the Placing Price). The Initial Consideration will be paid and the Consideration Shares issued with effect from Admission and the Initial Consideration is subject to downward or upward adjustment following the preparation of completion accounts shortly after completion of the Acquisition. The Group has agreed to pay the Sellers additional cash consideration payments ("Earnout Payments"), subject to certain EBITDA targets being satisfied by Quickline during consecutive 12 month periods ("Earnout Periods") in the three year period following completion of the Acquisition. The EBITDA targets for each Earnout Period are as follows:

   --   Year 1: GBP0.75 million 
   --   Year 2: GBP1.4 million 
   --   Year 3: GBP2.0 million 

To the extent that actual EBITDA exceeds the relevant EBITDA target for an Earnout Period, the Group will pay to the Sellers a cash amount equal to four times the excess amount. In the event that the EBITDA generated by Quickline in the first 12 months following completion of the Acquisition is lower than the relevant EBITDA target, then the Sellers will be required to pay to the Group a cash amount equal to four times the EBITDA shortfall (capped at GBP3.0 million). The maximum aggregate consideration payable by the Group for Quickline (that is to say, the Initial Consideration (as adjusted) plus the valuation of the Consideration Shares at the Placing Price plus the maximum Earnout Payments) is capped at GBP15 million. The Sellers have given certain standard warranties and indemnities to the Purchaser, subject to certain caps and limitations. Completion of the Acquisition Agreement is conditional upon (amongst other things) Admission.

Lock up arrangements with the Sellers

Each Seller has also agreed that he/she: (i) will not, without the prior written consent of Numis and the Company, dispose of any Ordinary Shares held by him/her (including the Consideration Shares) in the 12 month period following Admission ("First Restricted Period"); and (ii) will only dispose of Ordinary Shares in the 12 month period following the end of the First Restricted Period through the Company's broker and in such orderly manner as the Company's broker shall determine. Such lock-up undertakings are subject to certain customary exceptions.

3. Bolt-on Acquisitions

In line with its growth strategy, the Company has a pipeline of acquisition opportunities which it is currently exploring. This includes a small number of potential bolt-on acquisitions which will be relatively small in size and likely to be in overseas territories via share purchase agreements or asset purchase agreements ("Bolt-On Acquisitions"). The Company is currently targeting two to three Bolt-on Acquisitions over the next six months for a total consideration, including associated costs, of approximately GBP2.0 million which will be funded by proceeds from the Placing. There can be no assurance that these or any other acquisitions will be successfully completed.

4. Use of Placing proceeds

The Company has conditionally raised gross proceeds of GBP8.1 million through the Placing from both existing shareholders and new investors. The Placing proceeds will be used as follows:

   --   GBP3.0 million to fund the Quickline Initial Consideration; 
   --   GBP2.0 million to fund future growth opportunities and working capital within Quickline; 

-- GBP2.0 million to fund consideration for Bolt-on Acquisitions and associated working capital; and

-- GBP1.0 million for the costs of the Acquisition, Placing and Admission and general working capital for SSW.

The figures above are approximate (and could be subject to change) and represent the Directors' best estimate as at the date of this document.

5. Financial impact of the Acquisition

The Acquisition of Quickline is expected to improve the Company's EBITDA margin and to be earnings enhancing in the financial year ending 30 November 2018 after taking into account the full impact of the Placing and the Consideration Shares. It is currently anticipated that the level of earnings accretion will further improve following deployment of the Placing proceeds earmarked for the Bolt-on Acquisitions which are currently expected to be completed within the next six months.

6. Corporate strategy and acquisition pipeline

The Company has a stated strategy to become the leader in the provision of rural and last mile broadband in remote and rural areas. The Group currently serves approximately 90,000 customers across 31 countries and has the objective of growing its customer base both organically and via acquisitions. SSW has completed 14 acquisitions in the past two years and the Board intends to continue to pursue this strategy by acquiring businesses within both existing and new markets, particularly within Europe and Australia where the Directors believe there are a number of high growth, consolidation opportunities.

The Group has an active pipeline of potential acquisitions and is actively exploring a number of opportunities which are at various stages. As noted above, the Company is currently targeting two to three Bolt-on Acquisitions over the next six months for a total consideration, including associated costs, of approximately GBP2.0 million which will be funded by proceeds from the Placing. Further opportunities include a material potential acquisition opportunity within the satellite broadband market in a major continental European economy which would represent a new territory for SSW and which is currently being targeted for completion during the third or fourth quarter of 2017. Whilst negotiations with the sellers are at a relatively advanced stage, this transaction would require external funding and there can be no certainty at this stage that it will proceed.

7. Current trading

The Company announced a trading update on 27 June 2017 in relation to the six month period ended 31 May 2017. Trading in the period was in line with management's expectations with continued strong growth in the customer base and the integration of recent acquisitions as part of the Group's growth strategy. Since 31 May 2017, the Group has continued to trade in line with management's expectations. The Directors believe that the Company is on track to achieve its previously stated target of 100,000 customers by the end of 2017.

8. Details of the Placing

The Company proposes to raise gross proceeds of GBP8.1 million through the issue of 115,000,000 Placing Shares at the Placing Price by way of a placing to certain institutional and other investors. The Placing Shares will represent approximately 16.8% of the Company's Enlarged Share Capital immediately following Admission.

The Board believes that raising equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This allows both certain existing institutional holders and certain new investors the opportunity to participate in the Placing and avoids the requirement for a prospectus, which is a costly and time consuming process. It also facilitates the timely completion of the Acquisition.

The Placing Shares when issued will rank pari passu with the Ordinary Shares and will rank in full for any dividends and distributions paid or made in respect of the Ordinary Shares following Admission. Application will be made for the Placing Shares and the Consideration Shares to be admitted to trading on AIM. It is expected that dealings in the Placing Shares and the Consideration Shares will commence on AIM on 17 August 2017.

Under the Placing Agreement, Numis has conditionally agreed to act as placing agent to the Company and to use reasonable endeavours to procure placees to subscribe for the Placing Shares at the Placing Price.

The Placing Agreement is conditional upon (amongst other things) the satisfaction of the following conditions:

(a) the passing of the Resolutions to be proposed at the General Meeting;

(b) Admission taking place no later than 17 August 2017 (or such later time and date as the Company and Numis may agree being no later than 31 August 2017);

(c) there being no breach of warranty in the Placing Agreement prior to Admission;

(d) the performance by the Company of its obligations under the Placing Agreement and/or other terms of or conditions to the Placing prior to Admission; and

(e) the Acquisition Agreement having become unconditional save for: (i) Admission; and (ii) any condition(s) relating to the Placing Agreement having become unconditional or not having terminated prior to Admission.

The Placing Agreement contains certain customary warranties from the Company in favour of Numis in relation to, inter alia, the accuracy of the information contained in this document and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to Numis and has agreed to indemnify Numis in relation to certain customary liabilities they may incur in respect of the Placing. Numis has the right to terminate the Placing Agreement in certain circumstances prior to Admission including inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group; or (ii) in the event of a breach of the warranties or other obligations of the

Company set out in the Placing Agreement.

Under the Placing Agreement the Company has agreed to pay certain fees and commission to Numis and certain other costs and expenses in connection with the Placing and Admission.

BGF Investments LP ("BGF") has agreed to subscribe for 8,500,000 Placing Shares pursuant to the Placing. Under the existing investment agreement between BGF and the Company, BGF has the right to appoint a director to the Board. BGF has also been granted the right to appoint an observer to attend meetings of the Board (such observer having the right to attend and speak but not vote at meetings of the Board).

9. Directors' participation in the Placing

The following directors have agreed to subscribe for a total of 1,611,000 Placing Shares at the Placing Price as per the table below:

 
                                                                                                    Number of Ordinary 
                                                 Number of Ordinary                                        Shares held 
   Director          Position                     Shares held as at         Number of Placing    immediately following 
                                              date of this document     Shares subscribed for                Admission 
 Michael Tobin     Chairman                               1,373,666                   329,000                1,702,666 
 Andrew Walwyn     CEO                                   49,384,572                   142,000               49,526,572 
 Frank Waters      CFO                                    4,155,351                   142,000                4,297,351 
 Simon Clifton     CTO                                   33,848,450                   142,000               33,990,450 
 Paul Howard       Non-executive Director                 1,966,667                   142,000                2,108,667 
 Stephen Morana    Non-executive Director                 2,120,000                   714,000                2,834,000 
 

10. Related Party Transaction

Harwood Capital LLP has agreed to subscribe for 46,500,000 Placing Shares in the Placing. Due to the size of Harwood Capital LLP's existing holding of 57,000,000 Ordinary Shares in the capital of the Company, this transaction is considered to be a related party transaction pursuant to AIM Rule 13 of the AIM Rules. The Directors consider, having consulted with Numis, that the terms of Harwood Capital LLP's participation in the Placing are fair and reasonable insofar as shareholders of the Company are concerned. Immediately following Admission, it is envisaged that Harwood Capital LLP will hold 103,500,000 Ordinary Shares representing 15.2% of the Enlarged Share Capital."

IMPORTANT NOTICES

The distribution of this Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis, or any of their respective affiliates, agents, directors, officers or employees that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe any such restrictions.

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

THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE PLACING SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Numis.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; the relevant clearances have not been and will not be obtained for any applicable body in New Zealand in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

By participating in Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

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, United Kingdom 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.

Numis Securities Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing. Numis will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per 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.

The price of Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

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.

APPIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT 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 AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT, INCLUDING THIS APPIX, IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON ORORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), 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 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 Shares that are allocated to it for the purposes of its business;

2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it 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 European Economic Area ("EEA") which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where Placing Shares 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 Shares to it is not treated under the Prospectus Directive as having been made to such persons; and/or

3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.

The Company and Numis will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred 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 state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, New Zealand, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, New Zealand, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual 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.

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 Shares has been given.

Details of the Placing

Numis has entered into the Placing Agreement with the Company under which Numis has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure, as the Company's agent for the purpose of the Placing, subscribers for the Placing Shares at the Placing Price.

The Placing Agreement contains customary undertakings and warranties given by the Company to Numis including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business, to matters relating to the Acquisition Agreement and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing.

The Placing is conditional upon, amongst other things, the Resolutions being passed by the requisite majorities at the General Meeting. A circular explaining the background to and reasons for the Placing, and containing the Notice of General Meeting will be sent to shareholders. A copy of the Circular and the Notice of General Meeting will also be available from the Company's website at: http://www.satellitesolutionswordlwide.com/.

The Placing is also conditional upon, amongst other things, Admission becoming effective, the Acquisition Agreement becoming unconditional (save for Admission) and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the relevant date of issue of the Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for Admission. Subject to, amongst other things, the Placing Resolutions being passed by the requisite majorities at the General Meeting, it is expected that settlement of the Placing Shares and Admission will become effective on or around 17 August 2017 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1. Numis (whether through itself or any of its affiliates) is arranging the Placing as placing agent of the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis. Numis and its affiliates may participate in the Placing as principal.

3. 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.

   4.    The Placing Price will be a fixed price of 7.0 pence per new Ordinary Share. 

5. An offer to acquire Placing Shares, which has been communicated by a prospective Placee to Numis which has not been withdrawn or revoked prior to publication of this Announcement, shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of Numis.

6. Each Placee's allocation will be confirmed to Placees orally by Numis, and evidenced by a trade confirmation or contract note which will be dispatched as soon as practicable thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Numis and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except as required by law or regulation, no press release or other announcement will be made by Numis 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.

7. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Numis, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to take up. Numis will procure the allotment of the Placing Shares to each Placee following each Placee's payment to Numis of such amount.

8. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the times and on the basis explained below under "Registration and Settlement".

9. All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of, amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

10. By participating in the Placing, 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.

11. To the fullest extent permissible by law, none of the Company, Numis or 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) under these terms and conditions. In particular, none of the Company, Numis or any of their respective affiliates shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Numis' conduct of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Numis shall have no liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

Numis' obligations under the Placing Agreement are conditional on, inter alia:

(a) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

(b) Admission taking place not later than 8.00 a.m. on 17 August 2017 or such other time and/or date as may be agreed between the Company and Numis, not being later than 8.30 a.m. on 31 August 2017 (the "Final Date") ;

(c) the passing of the Resolutions at the General Meeting, without amendment (save as may be approved by Numis); and

(d) the Acquisition Agreement (i) not having lapsed or been terminated and (ii) having become unconditional in all respects (save for Admission and any conditions relating to the Placing Agreement having become unconditional or not having been terminated prior to Admission).

If (i) any of the conditions contained in the Placing Agreement is not fulfilled or waived by Numis by the time or date where specified (or such later time or date as the Company and Numis may agree, not being later than 8.30 a.m. on the Final Date, or (ii) the Placing Agreement is terminated as described below, the Placing will cease and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Numis may, in its absolute discretion, waive, or extend the period (up to the Final Date) for, 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, save that the condition relating to Admission taking place may not be waived and the period for compliance with such conditions may not be extended. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Numis 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Numis.

Right to terminate under the Placing Agreement

Numis is entitled in its absolute discretion, at any time before Admission and after such consultation with the Company as the circumstances allow, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a) in the opinion of Numis, the warranties given by the Company to Numis are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

(b) in the opinion of Numis, the Company fails to comply with any of its obligations under the Placing Agreement; or

(c) in the opinion of Numis, there has been a development or event (or any development or event involving a prospective change which will or is reasonably likely to have a material adverse effect on or affecting the operations, the condition (financial or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or the Group respectively whether or not foreseeable and whether or not arising in the ordinary course of business; or

(d) there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of Numis to prejudice the success of the Placing.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Numis, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Numis, or any other person and neither Numis, 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 and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Numis, the Company, or their respective officers, directors, employees or agents. 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. Neither the Company nor Numis are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BT6SRD21) following Admission will take place using Depositary Interests representing such Placing Shares within CREST provided that, subject to certain exceptions, Numis 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 if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Numis.

It is expected that settlement in respect of the Placing Shares will be on 17 August 2017 in accordance with the instructions set out in the trade confirmation.

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 Numis.

Each Placee is deemed to agree that, if it does not comply with these obligations, Numis may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Numis' account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Numis (as agent for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares to Numis, each Placee confers on Numis all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Numis lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation or contract note 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 or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Numis, namely that, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3. acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "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 the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

4. acknowledges that none of Numis, the Company, any of their respective affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Numis, the Company, their respective affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Numis, their respective affiliates or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently 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 acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Numis, the Company or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of Numis (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of Numis and not being attributable to the same)), and neither Numis, nor the Company 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 may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Numis, its affiliates or any other person acting on its or their behalf has or may have conducted;

6. represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting this invitation to participate in the Placing;

7. acknowledges that Numis does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Numis is not acting for it or its clients and that Numis will not be responsible for providing protections to it or its clients;

8. acknowledges that none of Numis, any of its affiliates or any person acting on behalf of it or them has or shall have any liability for the Exchange Information, any publicly available or filed 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;

9. neither Numis, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding company, nor any of their respective directors and employees shall be liable to Placees for any matter arising out of Numis' role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which you may have in respect thereof;

10. represents and warrants that (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States;

11. acknowledges that the Placing Shares are being offered and sold only pursuant to Regulation S under the Securities Act in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, and that the offer and sale of the Placing Shares to it has been made outside of the United States in an 'offshore transaction' (as such term is defined in Regulation S under the Securities Act) and agrees not to reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

12. unless otherwise specifically agreed in writing with Numis, represents and warrants that neither it nor the beneficial owner of such Placing Shares will be a resident of Canada, Australia, New Zealand, Japan or the Republic of South Africa;

13. acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Canada, Australia, New Zealand, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

14. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

15. represents and warrants that: (i) it has complied with its obligations under the Criminal Justice Act 1993 and Part VIII of FSMA; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations 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; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Numis such evidence, if any, as to the identity or location or legal status of any person which Numis may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Numis on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Numis may decide in its sole discretion;

16. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased 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 which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of Numis has been given to the offer or resale;

17. represents and warrants that 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 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 Directive (including any relevant implementing measure in any member state);

18. represents and warrants that 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

19. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

20. if in a Member State of the EEA, unless otherwise specifically agreed with Numis in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

21. if in the United Kingdom, represents and warrants that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(1) of the Order; (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

22. represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations;

23. where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Numis;

24. undertakes that it (and any person acting on its behalf) will make payment to Numis for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Numis may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Numis on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

25. acknowledges that none of Numis, any of its affiliates, or any person acting on behalf of any of it, 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 treated for these purposes as a client of Numis and that Numis does not have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

26. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Numis, 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 Numis in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Numis who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

27. acknowledges that 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 agreement 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 (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Numis 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;

28. acknowledges that time shall be of the essence as regards to obligations pursuant to this Appendix;

29. agrees that the Company, Numis and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Numis on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

30. agrees to indemnify on an after-tax basis and hold the Company, Numis and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

31. acknowledges that no action has been or will be taken by any of the Company, Numis or any person acting on behalf of the Company or Numis that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

32. acknowledges that it is an institution that 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 in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are 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 associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

33. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation or contract note 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;

34. acknowledges that Numis, or any of its affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares and may offer or sell such shares other than in connection with the Placing;

35. represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

36. to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Numis and the Company and are irrevocable and shall not be capable of termination in any circumstances.

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 a subscription by it and/or such person direct from the Company for the Placing Shares in question. 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 are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Numis will be responsible, and the Placee to whom (or on behalf 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Numis in the event that any of the Company or Numis has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Numis accordingly.

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 UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that Numis does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Numis, or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Numis, any money held in an account with Numis 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 the 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 Numis' money in accordance with the client money rules and will be used by Numis in the course of its own business and the Placee will rank only as a general creditor of Numis.

All times and dates in this Announcement may be subject to amendment. Numis shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

DEFINITIONS

In this Appendix to the Announcement and, as the context shall admit in the Announcement, the following terms shall have the following meanings:

'Acquisition' - the proposed acquisition of the entire issued share capital of Quickline pursuant to the terms of the Acquisition Agreement

'Acquisition Agreement' the acquisition agreement dated 28 July 2017 entered into between the Sellers, the Purchaser and the Company relating to the Acquisition

'Act' Companies Act 2006 (as amended)

'Admission' admission of the Placing Shares and the Consideration Shares to trading on AIM becoming affective in accordance with the AIM Rules

'AIM' the market of that name operated by the London Stock Exchange

'AIM Rules' the rules published by London Stock Exchange entitled "AIM Rules for Companies"

'Announcement' this announcement (including the appendix to this announcement)

'Board' or 'Directors' the directors of the Company

'Company' or 'SSW' Satellite Solutions Worldwide Group plc

'Consideration Shares' the 28,571,428 new Ordinary Shares to be issued to the Sellers pursuant to the Acquisition Agreement as part consideration for the Acquisition

'CREST' the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited

'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time

'Directors' or 'Board' the directors of the Company as at the date of this Announcement

'Enlarged Share Capital' the issued share capital of the Company immediately following Admission, as enlarged by the issue of the Placing Shares pursuant to the Placing and the issue of the Consideration Shares, assuming no other Ordinary Shares are issued between the date of this Announcement and Admission

'FCA' the Financial Conduct Authority

'FSMA' the Financial Services and Markets Act 2000 (as amended)

'General Meeting' the general meeting of the Company to be convened for [10:00] a.m. on [16] August 2017 (or any adjournment thereof) at which the Resolutions will be proposed

'Group'- the Company and its subsidiary undertakings prior to completion of the Acquisition

'London Stock Exchange' London Stock Exchange plc

'Notice of General Meeting' the notice of the General Meeting to be set out in the Circular

'Numis' Numis Securities Limited

'Ordinary Shares' ordinary shares of one pence each in the capital of the Company

'Placee' any person (including individuals, funds or otherwise) who are to subscribe for Placing Shares pursuant to the Placing

'Placing' the conditional placing of the Placing Shares at the Placing price by Numis, as agent for and on behalf of the Company, pursuant to the terms of the Placing Agreement

'Placing Agreement' the conditional placing agreement dated 28 July 2017 between the Company and Numis relating to the Placing

'Placing Price' 7.0 pence per Placing Share

'Placing Shares' the 115,000,000 new Ordinary Shares to be allotted and issued pursuant to the Placing

'Prospectus Directive' the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended

'Purchaser' Satellite Solutions Worldwide Limited

'Quickline' Quickline Communications Limited

"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory announcements and included within the list maintained on the FCA's website

'Resolutions' the resolutions to be proposed at the General Meeting and to be set out in the Notice of General Meeting

'Securities Act' the US Securities Act of 1933, as amended

'Sellers' Stephen Michael Jagger and Rachel Jane Jagger

'Shareholders' a holder of Ordinary Shares

'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland

'United States' or 'US' the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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July 28, 2017 02:01 ET (06:01 GMT)