RNS Number : 2867E
Circle Holdings PLC
29 May 2012
 



 

 

THIS ANNOUNCEMENT INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

 

 

Circle Holdings plc

("Circle" or the "Company")

 

Cash placing and subscription to raise £47.5 million

 

Introduction

 

The Company today announces that it intends to raise £46 million (net of expenses) by way of a placing of 65,714,286 Placing Shares and a subscription of 2,142,857 Subscription Shares at a price of 70 pence per New Ordinary Share with institutional investors. The Placing and the Subscription are conditional, inter alia, upon Shareholder consent.

The Company has received Irrevocable Undertakings to vote in favour of the Resolutions from Shareholders representing in excess of 75 per cent. of the Existing Issued Share Capital.

The Placing Price represents a discount to the closing mid-market price of 38.1 per cent. per Ordinary Share as at 28 May 2012, being the last practicable date prior to the announcement of the Placing and the Subscription.

The full terms and conditions of the Placing are set out in the Appendix to this Announcement.

 

The Company has today separately issued its final results for the year ended 31 December 2011.

Background to and reasons for the Placing and the Subscription

 

In the Admission Document published by the Company in June 2011 it was highlighted that given the business model of the Group, the Group was likely to need to raise additional funding during the first half of 2013 in order to fund its continued roll out plans.  However, it was also noted that if the Company was unable to secure the refinancing or extension of certain loans, the Company may need to raise additional financing in approximately 15 to 18 months.

On 21 February 2012, the Company published a trading update which stated that, given the various commitments outlined in the trading update, the strength of the Group's performance and growth plans after assuming control of Hinchingbrooke, the Group expected to access the equity markets in 2012, potentially in the first half.  Subsequent to that trading update, the Board has continued to monitor the cash position of the Group, and after consulting with its major Shareholders and with their support has determined to implement the Placing and the Subscription.

In deciding to structure the equity fund raise as a Placing and Subscription and the price at which it would be made, the Directors considered a number of factors including the current financial and trading position of the Group, the opportunity to widen the Shareholder base of the Company by introducing a significant new institutional investor and a desire to achieve certainty within the shortest permissible timeframe. The Directors also took into consideration the fact that all of the Company's Shareholders representing approximately 99 per cent. of the Existing Issued Share Capital were given the opportunity to participate in the Placing and the Subscription.

Current trading and outlook

 

The Company has today issued its final results for the year ended 31 December 2011.

The Directors believe that there are significant opportunities for the Group as a new but distinctive player in the UK healthcare market. Likewise, there are considerable challenges given the sclerotic financial markets.

 

The Group remains confident about the current healthcare market outlook and remains confident about Circle's availability to maintain first-mover advantage in independent NHS provision particularly in the light of it assuming the management of Hinchingbrooke.

In relation to its independent pipeline of projects, construction of CircleReading  is expected to complete this month, on time and on budget, with the facility opening later this year.  The Group continues to explore funding opportunities in challenging financial markets for the construction and commissioning of its next hospital in Manchester. The Group has also acquired land in Birmingham but has deferred the development of that land until construction and commissioning finance can be obtained.

In relation to its NHS projects, Circle's Nottingham NHS Treatment Centre continues to perform strongly.  The Group's current contract in respect of this facility expires in July 2013 and the Group is awaiting details of the proposed re-tendering of the contract. If the re-tendering process does not commence imminently, the Group expects that an extension to its current contract is a reasonable prospect. In respect of Hinchingbrooke, early indications are encouraging, including improved A&E performance, a reduction in patient length of stay and substantial procurement savings identified.

Continued operational success plus the Placing and Subscription provides the Group with confidence that it is well positioned to exploit the significant potential opportunities in the UK hospital market. 

Anticipated use of proceeds and future funding requirements

 

By virtue of the timeframes associated with the commissioning and construction of future independent hospitals and, in the case of Hinchingbrooke, to implement significant reforms, the Directors do not anticipate that the existing operations of the Group will generate positive cash flows in the short to medium term.

The Group intends to use the proceeds of the Placing and the Subscription as follows:

·       repay in full the outstanding £14.1 million loan from JCAM which will mature in February 2013 and is subject to interest at the rate of 25 per cent. per annum;

·       meet its current working capital requirements at CircleBath and Hinchingbrooke;

·       complete the commissioning of CircleReading and its subsequent operating cash flow requirements;

·       continue to support the Group's central operations; and

·       provide working capital to implement the Group's strategy of bidding to take over the management of further NHS Trusts as and when they are put out to tender.

In respect of Hinchingbrooke, Circle is required to make up to £5 million available as a working capital loan and to provide £2 million as security for certain payments due on any termination of Circle's contact to manage Hinchingbrooke.

The Group will continue to explore opportunities to secure an appropriate level of debt funding on commercial terms. However, market conditions are still difficult and this may not prove possible.

 

Michael Kirkwood, CMG, Chairman of Circle Holdings, commented:

 

"We believe this placing and subscription significantly strengthens the Company's balance sheet and fully finances the business in the medium term, allowing the management team to fully exploit the market opportunity. The Board is gratified by the support of our existing shareholders and by the confidence shown in the Circle model by a major and influential new investor who has joined our register through the Placing."

 

Ali Parsa, Chief Executive Officer of Circle Holdings, commented:

 

"We are delighted to welcome another respected institution on board, and encouraged by existing shareholders' increased commitment.  The price of the current equity raise reflects our partnership and investors' joint ambition to secure significant capital for our long-term growth.  In difficult market conditions, we have taken a strategic decision to raise sufficient funds to clear the Group's high-interest debt, and fully finance our existing business plan, demonstrating the ongoing commitment to our shared ownership model."

 

The Placing and the Subscription

 

The Company proposes to raise approximately £46 million (net of expenses) by the issue of 67,857,143 New Ordinary Shares to new and existing institutional investors at a price of 70 pence per New Ordinary Share. The New Ordinary Shares will represent approximately 52. per cent. of the Enlarged Issued Share Capital. The Placing Price represents a discount to the closing mid-market price of 38.1 per cent. per Ordinary Share as at 28 May 2012, being the last practicable date prior to the announcement of the Placing and the Subscription.

In connection with the Placing, the Company has entered into the Placing Agreement pursuant to which Numis has agreed, in accordance with its terms, to use reasonable endeavours to place the Placing Shares with institutional investors, including certain existing Shareholders, and failing that, to subscribe itself for the Placing Shares.

The Placing is conditional, inter alia, on:

·       Shareholders passing the Resolutions at the EGM;

·       the Placing Agreement becoming unconditional and not being terminated prior to Admission in accordance with its terms; and

·       Admission becoming effective by no later than 8.00 a.m. on 19 June 2012 (or such later time and date as the Company may agree with Numis, being no later than 3 July 2012).

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).

In connection with the Subscription, the Company has entered into the Subscription Agreement with Balderton pursuant to which Balderton has agreed to subscribe (or it shall procure that its affiliate Balderton Capital IV L.P. subscribes) for all the Subscription Shares at the Placing Price. The Subscription is conditional upon (i) the Placing Agreement becoming unconditional in all respects (save for Admission) and not having been terminated in accordance with its terms and (ii) Admission becoming effective by no later than 8.00 a.m. on 19 June 2012 or such later time and date (being no later than 8.00 a.m. on 3 July 2012) as may be notified to Balderton by the Company.

 

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective on 19 June 2012 and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 19 June 2012.

Application has been made for the New Ordinary Shares to be eligible for admission to CREST with effect from Admission. Accordingly, settlement of transactions may take place through CREST if the relevant Shareholder so wishes.

The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission and will rank pari passu in all respects with the existing Ordinary Shares. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Related party transactions

It is anticipated that Lansdowne, which has an interest in 18,170,570 Ordinary Shares (representing an interest of 28.9 per cent. of the Existing Issued Share Capital) will agree to subscribe for 19,796,438 Placing Shares at the Placing Price. Consequently, immediately upon Admission, Lansdowne will be interested in 29.1 per cent. of the Enlarged Issued Share Capital.

It is anticipated that Odey, which has an interest in 10,394,930 Ordinary Shares (representing an interest of 16.6 per cent. of the Existing Issued Share Capital) will agree to subscribe for 17,142,857 Placing Shares at the Placing Price. Consequently, immediately upon Admission, Odey will be interested in 21.1 per cent. of the Enlarged Issued Share Capital.

By virtue of their current interests in the Company both Lansdowne and Odey are considered to be "related parties" as defined under the AIM Rules, and accordingly, their participation in the Placing will constitute separate related party transactions for the purposes of Rule 13 of the AIM Rules. Accordingly, for the purposes of the AIM Rules, the Directors (apart from Jamie Wood who is not regarded as independent due to also being Odey's representative on the Board), having consulted with the Company's nominated adviser, Numis, consider that the terms on which Lansdowne and Odey will participate in the Placing to be fair and reasonable insofar as Shareholders are concerned.

Importance of Vote

As mentioned above, the business model of the Group is such that the existing operations of the Group will not generate positive cash flows in the short to medium term.  In such circumstances the Group is therefore reliant upon debt and/or equity funding to maintain its current operations.  In terms of debt funding, market conditions are very difficult and therefore equity funding is crucial to the Group.  It follows that if the Resolutions are not passed by the Shareholders the Placing and the Subscription will not proceed and in these circumstances the Directors believe it would be likely that the Group would not be able to trade as a going concern which would be likely to result in the insolvency of all or part of the Group and such an outcome would, in the Board's opinion, result in Shareholders receiving little or no value for their current shareholdings.

Taking account of the consequences for Shareholders if the Resolutions are not passed at the EGM and the support for the Placing and the Subscription provided by certain Shareholders (including the Irrevocable Undertakings received from certain Shareholders to vote in favour of the Resolutions), the Directors have no reason to believe that the Resolutions will not be approved and that the Placing and the Subscription will not proceed and accordingly the Directors are confident that the Company will receive the net proceeds from the Placing and the Subscription which is expected to occur on or around 19 June 2012.

Shareholder Approval

The Placing and the Subscription are conditional upon, inter alia, Shareholder approval. A circular will be posted to Shareholders by no later than tomorrow, providing further details of the Placing and the Subscription and incorporating a notice convening the Extraordinary General Meeting at which the Resolutions will be proposed. The Board considers that the Placing and the Subscription are in the best interests of the Company and the Shareholders as a whole, and intends to recommend that Shareholders vote in favour of the Resolutions.

The Extraordinary General Meeting will be held at the offices of Lawrence Graham LLP, 4 More London Riverside, London, SE1 2AU at 12.00 p.m. (noon) on 18 June 2012.

The Company will also make copies of the Circular, the notice of annual general meeting (which will be convened for 12.30 p.m. on 18 June 2012) and the Annual Report and Accounts 2011, all of which will be sent to Shareholders at the same time as the Circular, available on its website at www.circleholdingsplc.com.

 

For further information, please contact:

 

Circle Holdings plc

+44(0) 20 7034 5258

Ali Parsa, Chief Executive Officer

Paolo Pieri, Chief Financial Officer




Numis Securities Limited

+44(0) 20 7260 1000

Michael Meade, Nominated Adviser


Alex Ham, Corporate Broking


M:Communications

+44(0) 20 7920 2330

Mary-Jane Elliot / Sarah Macleod / Claire Dickinson


 

An analyst briefing and live conference call will be held at 9:00am BST today at the offices of M:Communications, CityPoint, 1 Ropemaker Street, London, EC2Y 9AW

DEFINITIONS

 

The following definitions apply throughout this Announcement including its Appendix unless the context requires otherwise.

 

"Admission"                                       the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

"Admission Document"                       the admission document published by the Company on 14 June 2011

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

"AIM Rules"                                       the AIM Rules for Companies, which sets out the rules and responsibilities for companies listed on AIM, as amended from time to time

"Balderton"                                         Balderton Capital III L.P.

"Board" or "Directors"                          the board of directors of the Company

"certificated" or "in certificated form"     a share or other security not held in uncertificated form (i.e. not in CREST)

"Company" or "Circle Holdings"            Circle Holdings plc

"Circle"                                              Circle Health Ltd

"Circular"                                           the Company's circular to be sent to Shareholders containing further details of the Placing and the Subscription and the notice of EGM

"CREST"                                            a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

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

 

"EGM" or "Extraordinary General Meeting"

the extraordinary general meeting of the Company convened for 12.00 p.m. (noon) on 18 June 2012 by the notice set out at the end of this document (and any adjournment thereof)

 

"Enlarged Issued Share Capital"           the issued ordinary share capital of the Company, being 130,628,192 Ordinary Shares, immediately following Admission

"Euroclear"                                         Euroclear UK & Ireland Limited

"Existing Issued Share Capital"            the issued ordinary share capital of the Company as at the date of this document

"FSA"                                                the UK Financial Services Authority

"FSMA"                                             the Financial Services and Markets Act 2000 of the United Kingdom

"Group"                                              the Company and its subsidiary undertakings

"Hinchingbrooke"                                Hinchingbrooke Healthcare NHS Trust

"Irrevocable Undertakings"                   the undertakings given by Shareholders, to vote in favour of the Resolutions at the EGM

"JCAM"                                              JCAM Global Fund (Master) LP

"Lansdowne"                                      together Lansdowne Developed Markets Master Fund Limited and Lansdowne UK Strategic Investment Master Fund Limited

"LIBOR"                                             the London Interbank Offered Rate

"London Stock Exchange"                   the London Stock Exchange plc

"New Ordinary Shares"                        together the Placing Shares and the Subscription Shares

                                                        

"Notice of EGM"                                 the notice of EGM, which is contained in the Circular

"Numis"                                             Numis Securities Limited, a company incorporated in England and Wales

"Odey"                                               Odey European Inc.

"Ordinary Shares"                               ordinary shares of £0.02 each in the capital of the Company

"Placing"                                            the proposed placing by the Company of the Placing Shares

"Placing Agreement"                           the agreement between the Company and Numis dated 29 May 2012 in relation to the Placing

"Placing Price"                                   the price of 70 pence per New Ordinary Share

"Placing Shares"                                the 65,714,286 new Ordinary Shares to be issued pursuant to the Placing

"Resolutions"                                     the Resolutions set out in the Notice of EGM

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

"Shareholders"                                   the persons who are registered as the holders of Ordinary Shares

"Subscription"                                    the proposed subscription by Balderton for the Subscription Shares

"Subscription Agreement"                    the conditional agreement between the Company and Balderton dated 28 May 2012 in relation to the Subscription

"Subscription Shares"                         2,142,857 new Ordinary Shares to be issued pursuant to the Subscription

"uncertificated" or "in uncertificated form"

recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

"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 and the District of Columbia

 

Important Information

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT RELEVANT PERSONS (AS DEFINED IN THE APPENDIX). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, CONTROLLED INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

 

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for the Placing Shares, will be deemed to have read and understood this Announcement (including the 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 the Appendix.

 

The distribution of this Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any restrictions on the distribution of this Announcement. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Persons receiving this Announcement should not distribute or send it into any jurisdiction where to do so would or might contravene local securities laws or regulations.

 

This Announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. The Placing Shares have not been and will not be registered under the Securities Act or under any state securities laws, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an applicable exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, South Africa or Japan and subject to certain exceptions, the Ordinary Shares may not be offered or sold in Canada, Australia, South Africa or Japan or to, or for the account or benefit of, any resident of Canada, Australia, South Africa or Japan. There will be no public offer of securities in the United States, Canada, Australia, South Africa, Japan, the United Kingdom or elsewhere.

 

This Announcement is for information purposes only and does not constitute or form part of an offer to sell or issue or the solicitation of an offer to subscribe for or buy, any Placing Shares in the United States or any other jurisdiction in which, such sale, offer or solicitation is unlawful. In particular, this Announcement is not for publication, release or distribution, in whole or in part, in or into the United States, Canada, Australia, South Africa or Japan.

 

This Announcement has been issued by Circle Holdings and is the sole responsibility of Circle Holdings. 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 respective affiliates or agents as to or in relation to the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no-one else in connection with the contents of this Announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis, or for providing advice in relation to the contents of this document or any matters referred to herein.

 

The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

 

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice, and neither Numis nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

 

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.

 

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

 

 

 

 

 



APPENDIX: TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (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, AUSTRALIA, CANADA, JAPAN, 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 APPENDIX 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 AMENDED, ("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) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").  THIS APPENDIX 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 APPENDIX 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 APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT 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 U.S. SECURITIES ACT OF 1933, AS AMENDED (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 OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE 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.

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 in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area 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

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; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act ("Regulation S").

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, Australia, Canada, Japan or the Republic of South Africa or in any other 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.

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 Australia, 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, 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 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) on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

Numis has entered into a 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 agent for the Company, subscribers for the Placing Shares, failing which Numis shall subscribe for the same at the Placing Price. The Placing Agreement contains certain customary warranties given by the Company to Numis as to matters relating to the Group and its business and an indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing.

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 date of issue of the Placing Shares.

The Company, subject to certain exceptions, has agreed not to allot, issue or grant any rights in respect of any of its Ordinary Shares in the period of 12 months from the date of Admission without Numis's prior consent, such consent not to be unreasonably withheld or delayed.

Application for admission to trading

Application will be made to London Stock Exchange for Admission. It is expected that settlement of any such shares and Admission will become effective on or around 19 June 2012 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 procuring 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 70 pence per New Ordinary Share.

5.         Each Placee's allocation will be confirmed to Placees orally by Numis, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. 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.

6.         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.         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 same time, on the basis explained below under "Registration and Settlement".

8.         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".

9.         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.

10.       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 of these terms and conditions). 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.  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's conduct of the Placing.

Conditions of the Placing

Numis's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

(a)           none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading as at the date of the Placing Agreement and the Closing Date as though they had been given and made on such dates (by reference to the facts and circumstances existing at such dates);

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

(c)           the passing of the Resolution without amendment;

(d)           Admission taking place not later than 8.00 a.m. on 19 June 2012 or such later date as the Company and Numis may otherwise agree but not being later than 8.00 a.m. on 3 July 2012 (the "Long Stop Date"); and

(e)           in the good faith opinion of Numis, there having been since the date of the Placing Agreement no Material Adverse Change (as defined in the Placing Agreement), whether or not foreseeable at the date of the Placing Agreement.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Numis by the respective time or date where specified (or such later time or date as the Company and Numis may agree), (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's 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, at its discretion and upon such terms as it thinks fit, waive or extend the period (subject to the Long Stop 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 above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, a breach of the warranties given to Numis in the Placing Agreement, the failure of the Company to comply with obligations under the Placing Agreement or, the occurrence of a force majeure event which, in the good faith opinion of Numis, is material in the context of the Group, the Placing or Admission. Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares.

The rights and obligations of the Placees shall terminate only in the circumstances described 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.

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 FSA 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 or Numis or any other person and neither Numis nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received 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: JE00B4V99J57) following Admission will take place within CREST, 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 in accordance with the standing arrangements in place with Numis, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Numis 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 standing CREST or certificated settlement instructions that it has in place with Numis.

It is expected that settlement will be on 19 June 2012 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's 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 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, 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:

1.         represents and warrants that it has read and understood this Announcement, including the 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 for Companies (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 the Company's announcements and circulars published in the past 12 months including the Admission Document and that it is able to obtain or access such information without undue difficulty and has read and understood the Exchange Information;

4.         acknowledges that none of Numis or the Company, or 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, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

5.         acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that none of Numis, its 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 or the Company, 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), 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 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 none of Numis, any person acting on behalf of it or them, or any of its affiliates 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;

8.         if the Placing Shares were offered to it in the United States, represents and warrants that in making its investment decision, (i) it has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the US Investment Company Act of 1940, as amended, and the Securities Act; (ii) it has received all information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares that it believes is necessary or appropriate in order to make an investment decision in respect of the Company and the Placing Shares; (iii) it is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and no US federal or state or non-US agency has made any finding or determination as to the fairness for investment or any recommendation or endorsement of the Placing Shares; and (iv) it 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;

9.         represents and warrants that (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; (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; or (d) it is a "qualified institutional buyer" ("QIB") (as defined in Rule 144A under the Securities Act) and it has duly executed an investor letter in a form provided to it and delivered the same to Numis or its affiliates;

10.       acknowledges that 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 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;

11.       represents and warrants that it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except in an offshore transaction in accordance with Regulation Sand that such reoffer, resale, pledge, or transfer will be made in accordance with any applicable securities laws of any state or jurisdiction of the United States;

12.       acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

13.       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 Australia, Canada, Japan or the Republic of South Africa;

14.       acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Canada, 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;

15.       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;

16.       represents and warrants that: (i) it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007; and (ii) 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, 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 at its sole discretion;

17.       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 European Economic Area 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;

18.       represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

19.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area 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 European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

20.       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;

21.       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;

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

23.       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 Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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;

24.       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 Announcement) and will honour such obligations;

25.       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;

26.       undertakes that it (and any person acting on its behalf) will make payment 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 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;

27.       acknowledges that none of Numis, any of its affiliates or 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 treated for these purposes as a client of Numis and that Numis has no duties or responsibilities to it for providing the protections afforded to their respective 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;

28.       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;

29.       acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing 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;

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

31.       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;

32.       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;

33.       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;

34.       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 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; and

35.       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.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Numis for itself and on behalf of the Company and are irrevocable.

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 and/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 FSA 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's 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.



 


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