Placing and Financing Package

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND.

14 August 2014

Outsourcery plc ("Outsourcery" or the "Company")

Placing of 7,682,500 new Ordinary Shares at 20 pence per share

- Part of an overall financing package creating £4.5 million of working capital -

Outsourcery plc (AIM:OUT), the pure-play provider of cloud-based IT and unified communications services ("ICT"), is pleased to announce the conditional placing of 7,682,500 new Ordinary Shares (the "Placing Shares") at 20 pence per share to raise £1.5 million (before expenses) for the Company (the "Placing") as part of an overall financing package creating £4.5 million of working capital (the "Financing Package").

Outsourcery overview

Outsourcery, the pure-play provider of ICT is establishing market leadership in the UK and remains positioned to take advantage of the systemic market shift in the provisioning of ICT from an "on-premise" or "managed service" deployment model to a Cloud-based model. The adoption of the Cloud is driven by a wide range of factors including a reduction in the total cost of ownership, operational agility, productivity and scalability.

The Company today is able to provide a wide range of Cloud-based services via its network of partners to both larger enterprises and SMEs. These services are deployed on its proprietary O-Cloud platform and its new Secure O-Cloud platform (formerly IL3), a combination of software, hardware and networking which is housed in a third-party enterprise grade datacentre.

The Directors believe that the Company is establishing itself as the leading independent Cloud Services Provider ("CSP") in the UK, demonstrated in part, by its recognition as Microsoft's global Hosting Partner of the year 2010, Microsoft's global Microsoft Dynamics Partner of the Year 2011, as one of three worldwide Finalists for Microsoft's Server Platform Partner of the Year 2013, and by acting as a UK launch partner for Microsoft Lync and Windows Server 2012. Outsourcery was also recently selected by Microsoft as one of twenty-five global 'Cloud OS Partners' and is one of only five in the UK, of which Outsourcery is the only CSP. Its position is further demonstrated by the commercial relationships it is developing with large strategic partners such as Vodafone, Virgin Media Business, HP and Atos (Worldline). Outsourcery enables these partners to deliver a broad range of Cloud Services and thereby satisfy their end customer requirements.

Since the IPO, the Group has developed new relationships with partners such as Dell and has collaborated with Microsoft to design, build and launch a separate Cloud Services platform (Secure O-Cloud) that will enable Outsourcery and its partners to deliver Cloud Services to the UK government and other organisations with more stringent security and data sovereignty requirements. Outsourcery is also developing relationships with a range of new strategic and mid-market partners that include telecommunication providers, systems integrators and large distributors.

The Directors believe that being a CSP continues to represent a compelling commercial opportunity as interest in the Cloud continues to build, both in traditional ICT markets and in new ones created by Microsoft's unified messaging and collaboration offering (Lync). The Directors believe that Outsourcery's differentiation is now better understood as its partners go to market and win business against traditional delivery models. Outsourcery remains focused on moving the large installed base of Microsoft software currently running on servers in end customers' premises or via a traditional managed service arrangement to the Cloud, which represents a significant revenue opportunity. The Directors believe that the work done to date to build out the Group's Cloud Services offering and its channel partner network has positioned Outsourcery to capitalise on this trend. The Directors believe that Outsourcery's time to market advantage, investment and expertise in creating, selling and supporting Cloud-based solutions is creating a strong proposition for Outsourcery compared to its nearest competitors.

Outsourcery is working with its partners, Microsoft and Dell to deploy its Secure O-Cloud platform which will enable the Group to provide Cloud Services to the UK central government. The stated government policies of 'Cloud First', whereby central government departments must consider Cloud-based ICT solutions first, and the target for 50 per cent. of all new ICT to be procured from SME suppliers, provide a significant revenue opportunity for Outsourcery and its partners as Outsourcery satisfies each policy. Outsourcery is one of a limited number of SMEs that have invested to enable it to deliver Cloud-based ICT solutions to central government credibly and is supported by Microsoft and Dell as well as a number of new partner relationships that are being developed around this capability.

Reasons for the Placing and use of proceeds

The purpose of the Placing is to raise funds as part of an overall financing package to address the cash requirements of the Group and to be used by the Group to further implement its stated strategy. As noted in the trading update of 27 June 2014, in spite of the growth in the pipeline of opportunities faced by the Group, the large-scale pipeline build of its strategic partner channel has taken longer to ramp up due to delays in finalising the necessary organisational, system and salesforce readiness. This has had an impact on the short term growth of the Group's MRR and consequently, pushed out the Group's monthly cash flow break-even point despite enacting additional identified cost savings. The Group will seek to continue to activate new partners to achieve revenue momentum that will contribute towards allowing the Group to reach break-even. The Directors believe that continued tight control of its costs will allow the Group to benefit from further operational leverage in the medium-term.

The Financing Package comprises the following:

· Reduced annualised costs by £1.0 million through organisational restructure;

· Co-Chief Executive Officers' salary sacrifice, as described below, creating a cash benefit to the Company of £0.5 million;

· Agreement with the Group's debt providers to reschedule debt service to generate free cash flow of £1.5 million; and

· Placing of new Ordinary Shares in the Company to raise £1.5 million (net).

The Company's Co-Chief Executive Officers, Piers Linney and Simon Newton, will, prior to Admission but conditional upon the passing of the Resolutions, enter into a salary sacrifice arrangement for 12 months. The effect of this action will be to provide the Company with an aggregate cash saving of £519,898 over the course of the 12 month period. Piers and Simon believe that this further demonstrates their belief in the future prospects of the business.

In order to further align the Co-Chief Executive Officers' interests with those of other shareholders, the Company's Remuneration Committee has approved the grant of new options to Piers Linney and Simon Newton over an aggregate of 2,736,304 Ordinary Shares under the existing employee long term incentive plan ("LTIP") at an exercise price of 1p, with a 12 month vesting period as the sole condition to exercise. Piers and Simon will surrender a corresponding number of their existing options that were previously granted to them under the LTIP at an exercise price of 1p which were subject to performance targets. The balance of the existing options will be unaffected. The aggregate number of options will remain the same.

The Directors believe that the proposed Financing Package of £4.5 million will enable Outsourcery to achieve its aim of reaching monthly run rate break-even and operational positive cash flow during 2015.

Current trading*

The Company has traded in line with the Directors' expectations since the Company provided its trading update on 27 June 2014. The Board also confirms that for the six months ended 30 June 2014, the Company generated revenue of £3.5 million and adjusted loss after tax of £3.6 million. At 30 June 2014 Outsourcery's exit MRR was £0.6 million and its cash position was £1.3 million.

Furthermore, on 24 July 2014, the Company announced its first significant contract win by a key partner which is expected to deliver at least £70,000 in MRR or £840,000 annually once fully deployed, with MRR to reach approximately £10,000 by the year-end and full roll out expected during Q1 2015.

* Unaudited financials for the six months ended 30 June 2014

The Placing

General

The Company has conditionally raised £1.5 million (before expenses) through the proposed issue of the Placing Shares at the Placing Price, which represents a discount of approximately 11.1 per cent. to the closing middle market price of 22.5 pence per existing Ordinary Share on 13 August 2014, being the last practicable date prior to the publication of this announcement. The Placing Shares will represent approximately 18.2 per cent. of the Enlarged Issued Share Capital.

Directors' participation in the Placing

The Directors have agreed to subscribe, in aggregate, for 2,425,000 Placing Shares under the Placing at an aggregated subscription cost of £485,000 as follows:

Related Party Transaction

Under the AIM Rules, Piers Linney and Simon Newton are currently "Related Parties" of the Company as a result of their directorships in the Company and the current level of their shareholdings in the Company (including the shareholdings of their wives) of approximately 14.1 per cent. each. Piers Linney and Simon Newton have each subscribed for a total of 1,025,000 Placing Shares in the Placing, which is considered a "Related Party Transaction" for the purpose of AIM Rules. The Independent Directors consider, having consulted with its Nominated Adviser, Investec, that the terms of the Related Party Transaction are fair and reasonable in so far as the Company's shareholders are concerned.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Investec, as agent for the Company, has conditionally agreed to use its reasonable endeavours to place the Placing Shares. Investec has conditionally placed the Placing Shares with certain existing and new institutional and other investors at the Placing Price.

The Placing Agreement is conditional upon, inter alia, Resolutions 1 and 2 being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 2 September 2014 (or such later time and/or date as Investec may otherwise determine, but in any event by no later than 8.00 a.m. on 16 September 2014).

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

General Meeting

A notice convening a General Meeting of the Company to be held at 10.00 a.m. on 1 September 2014 at the offices of Outsourcery at which the Resolutions will be proposed will shortly be circulated to the Company's shareholders. Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot the Placing Shares in connection with the Placing and otherwise to allot equity securities up to a maximum nominal amount of £217,704.86 and further equity securities in connection with a pre-emptive offer by way of a rights issue to Shareholders up to a maximum nominal amount of £217,704.86 provided that such authority shall expire on 30 June 2015 or at the conclusion of the next annual general meeting of the Company to be held in 2015, whichever is the earlier.

Resolution 2, which will be proposed as a special resolution and which is conditional upon the passing of Resolution 1, disapplies Shareholders' statutory pre-emption rights in relation to the issue of the Placing Shares pursuant to the Placing, other equity securities or the sale of treasury shares for cash. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal amount of £140,220.93 provided that such authority shall expire on 30 June 2015 or at the conclusion of the next annual general meeting of the Company to be held in 2015, whichever is the earlier.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 2 September 2014.

The Placing Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares following Admission and otherwise pari passu in all respects with the existing Ordinary Shares.

Recommendation

The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do so in respect of their own beneficial holdings amounting, in aggregate, to 9,846,520 existing Ordinary Shares, representing approximately 28.5 per cent. of the Issued Share Capital.

Enquiries:

Junya Iwamoto / Carlton Nelson

About Outsourcery

Outsourcery is a leading Cloud Service Provider ("CSP") based in the UK. Cloud computing represents a systemic evolution in the way that IT platforms, applications and communications ("ICT") solutions are provided in a more cost effective and efficient way to enterprises of all sizes. The ICT model is rapidly shifting from a physical technology purchase to the consumption of services with a specified uptime service level on a monthly subscription basis. Outsourcery has invested in its platform and capabilities to apply economies of scale to provide highly resilient and secure services to a range of end-customers from shared platforms in its UK datacentres via a growing network of partners.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT, INCLUDING THE 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS 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 AS AMENDED AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (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; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 INFORMATION IN IT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND WILL BE OFFERED ONLY IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT. 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.

In this Appendix, unless the context requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

This Announcement does not constitute 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 South Africa or in any other jurisdiction in which such publication or distribution is unlawful.

In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act or any securities regulatory authority of any state or other jurisdiction of the United States and will be offered and sold only outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

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 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 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 Announcement should seek appropriate advice before taking any action.

Details of the Placing

Investec has today entered into an agreement with the Company (the "Placing Agreement") under which, subject to certain conditions, Investec, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure placees ("Placees") for the Placing Shares at the Placing Price.

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

The Placing Agreement is conditional upon, amongst other things:

· the passing of the shareholder resolutions set out in the notice convening the general meeting of the Company to be convened for 1 September 2014 in connection with Admission and the Placing (the "Shareholder Resolutions"); and

· Admission occurring by 8:00am on 2 September 2014 (or such later time and date as Investec may otherwise determine not being later than 8:00am on 16 September 2014).

The Placing Agreement contains certain undertakings, warranties and indemnities given by the Company for the benefit of Investec. Investec has absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

Investec may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Applications for listing and admission to trading

Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will take place and that trading will commence at 8.00 a.m. on 2 September 2014 at which time it is also expected that the Placing Shares will be enabled for settlement in CREST. Immediately following Admission, and assuming that the Placing is fully subscribed, the Company will have 42,263,958 Ordinary Shares in issue.

It is expected that Admission will become effective at 8.00am on 2 September 2014 and that dealings in the Placing Shares will commence at that time.

Participation in the Placing

1. Investec is acting as sole bookrunner and as nominated adviser for the Company. Investec is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement. Participation in the Placing is only available to persons who may lawfully be, and are invited to participate in it by Investec. Investec and its affiliates are each entitled to participate in the Placing as principal.

2. The placing price will be a fixed price of 20 pence per Placing Share (the "Placing Price"). No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

3. Each Placee's allocation of Placing Shares will be confirmed to Placees orally by Investec or one of its affiliates, and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Investec to subscribe for 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 with Investec's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

4. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Investec (as agent of the Company), to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares which such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee.

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

6. All obligations under the Placing will be subject to fulfilment of the conditions some of which are referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

7. 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.

8. To the fullest extent permitted by law and applicable FCA rules, neither (i) Investec, (ii) any of its directors, officers, employees or consultants, or (iii) to the extent not contained with (i) or (ii), any person connected with Investec as defined in FSMA ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

Conditions of the Placing

Investec's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

(a) the passing of the Shareholder Resolutions;

(b) the Company complying with its obligations under the Placing Agreement in so far as the same fall to be performed prior to Admission; and

(c) Admission taking place by 8.00 a.m. on 2 September 2014 (or such later date as Investec may otherwise determine being no later than 8.00 a.m. on 16 September 2014).

If (i) any condition contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or waived by Investec, by the respective time or date where specified (or such later time or date as the Company and Investec may agree), (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Investec may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

Neither Investec 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 the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec. 

Termination of the Placing Agreement

Investec is entitled, at any time prior to Admission, to terminate the Placing Agreement in the event that:

(a) it comes to the knowledge of Investec there has been a breach of any of the warranties under the Placing Agreement which Investec, in its sole judgment (acting in good faith), considers material in the context of the Placing; or

(b) it comes to the notice of Investec that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together the "Placing Documents"), is or has become untrue, incorrect or misleading, or any matter has arisen, which would, if the Placing Documents were published at that time, constitute a material omission from the Placing Documents and which Investec, in its sole judgment (acting in good faith), considers material in the context of the Placing; or

(c) the Company has failed to comply with any of its obligations under the Placing Agreement which Investec, in its sole judgment (acting in good faith) to be material in the context of the Placing; or

(d) there has occurred (i) any outbreak or escalation of hostilities, act of terrorism or other calamity or crisis or (ii) any change or development involving a prospective change in national or international monetary, political, financial or economic conditions, or currency exchange rates or foreign exchange controls in each case as determined by Investec; or

(e) there is a suspension or material limitation in trading in securities generally on the London Stock Exchange, the New York Stock Exchange or NASDAQ, a general moratorium on commercial banking activities in London or New York or trading in any securities of the Company or trading generally on any stock exchange or in any over the counter market is disrupted or there is a material disruption in commercial banking or securities settlement or clearance services in the United States, Asia or Europe or there has occurred an adverse change in the United Kingdom regarding taxation affecting the Ordinary Shares or exchange controls have been imposed; or

(f) any material adverse change in the financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole) which in the sole opinion of Investec, acting in good faith, would materially prejudice the success of the Placing.

Upon such termination, the parties to the Placing Agreement shall be released and discharged from their respective obligations under or pursuant to the Placing Agreement (except for any liability arising before or in relation to such termination), subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Investec of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Investec 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 failure so to exercise.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B9G9LV10) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Investec reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Investec's opinion, delivery or settlement is not possible or practicable within the CREST system 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 contract note in accordance with the standing arrangements in place with Investec, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec 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 Investec.

The Company will deliver the Placing Shares to a CREST account operated by Investec as agent for the Company and Investec will enter its delivery (DEL) instruction into the CREST system. Investec will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will take place on 2 September 2014 in accordance with the instructions set out in the contract note.

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 Investec.

Each Placee agrees that, if it does not comply with these obligations, Investec may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Investec's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the 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.

Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

In agreeing to subscribe for Placing Shares, each Placee accepts and understands that:

a) the issue of Placing Shares to it (whether as principal, agent or nominee) will not be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;

b) the Placing Shares will be issued subject to the terms and conditions of this Announcement and the Placing Agreement;

c) it will not be entitled to any commission in respect of its Placing Participation; and

d) its name and the number of Placing Shares to be acquired by it may be disclosed if required by law or by any applicable rules or regulations including the AIM Rules for Companies.

In agreeing to subscribe for Placing Shares, each Placee also irrevocably represents, warrants and undertakes to Investec (on its own behalf and as agent of the Company) that:

a) it and/or each person on whose behalf it is participating (in whole or in part) in the Placing or to whom it allocates its Placing Shares in whole or in part:

(i) has the capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations;

(ii) has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or other consents in either case which may be required in relation to the subscription by it of Placing Shares;

(iii) it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High Net Worth Companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; and (ii) in section 86(7) of FSMA (Qualified Investor), being a person falling within Articles 2.1(e) (i), (ii) or (iii) of Directive 2003/71/EC (the "Prospectus Directive"). For such purposes, each Placee undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

b) it is not a person who is resident in, or a citizen of, the United States, Canada, Australia, the Republic of South Africa, Japan or the Republic of Ireland (or an agent or nominee of such a person) or a corporation, partnership or other entity organised under the laws of any such jurisdiction (or an agent or nominee of such a person);

c) it is a person whose ordinary activities involve acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or t it will acquire, hold, manage and dispose (as principal or agent) of Placing Shares to be subscribed for by it for the purposes of its business;

d) in agreeing to subscribe for Placing Shares (i) it has not relied on and is not relying on any information, representation or warranty relating to the Placing, Placing Shares or the Company other than this Announcement, which it has read, and publicly available information, (ii) it has made its own assessment of the Placing Shares, and (iii) it has not relied on and it is not relying on any representation or warranty or agreement by Investec or any director, employee, partner or agent or any other person;

e) it has funds available to pay for its Placing Participation and will pay such amount in accordance with the terms of its agreement with Investec, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Company and/or Investec may determine;

f) it, or the person specified by it for registration as a holder of the Placing Shares, 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), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and the Placee acknowledges and agrees that: (i) neither Investec nor the Company nor any of their respective affiliates nor any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement;

g) it irrevocably confirms Investec's discretion with regard to the Placing Agreement and agrees that Investec does not owe it any fiduciary duties in respect of any claim it may have relating to the Placing and it agrees that by accepting its Placing Participation, it is deemed to agree that no "Relevant Person" (being Investec and any subsidiary of Investec and/or the employees, directors and agents of such persons and of Investec) shall be liable to it for any matter arising out of its role in connection with the Placing (to the fullest extent permitted by law and by the rules of the Financial Services Authority) and that where any such liability nevertheless arises as a matter of law it will immediately to the maximum extent permissible waive any claim against any Relevant Person which it may have in respect thereof;

h) it acknowledges and agrees that the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State of the United States, that the Placing Shares will not be offered or sold, directly or indirectly, to investors in the United States, and that it is purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S under the US Securities Act;

i) that the relevant clearances have not been and will not be obtained from the Securities Commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities laws of Australia, the Republic of South Africa, Japan or the Republic of Ireland and, therefore, the Placing Shares may not be, subject to certain exceptions, directly or indirectly, offered or sold in Canada, Australia, the Republic of South Africa, Japan or the Republic of Ireland;

j) it acknowledges and agrees that neither it nor any affiliate, nor any person acting on its or any affiliate's behalf, has or will offer, sell, take up, renounce, transfer or deliver directly or indirectly any Placing Shares within Canada, Australia, the Republic of South Africa, Japan or the Republic of Ireland or offer, sell, take up, renounce, transfer or deliver in favour of a resident of Canada, Australia, the Republic of South Africa, Japan or the Republic of Ireland;

k) it has not offered or sold and will not offer or sell any Placing Shares in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (either as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in offers of transferable securities to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

l) it has complied with all relevant laws of all territories, or obtained all requisite governmental or other consents which may be required in connection with its participation in the Placing; that it has complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Investec or the Company or any of their respective directors, officers, agents, employees or advisors acting in breach of the legal and regulatory requirements of any territory in connection with the Placing or its application and that it is not in a territory in which it is unlawful to make an offer to subscribe for Placing Shares;

m) it irrevocably appoints any director of Investec as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares offered to it;

n) that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for Placing Shares and to perform its obligations to subscribe for Placing Shares in accordance with the terms and conditions of the Placing;

o) it is not a person falling within subsections (6), (7) or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee of such person);

p) it has complied with the Money Laundering Regulations 2007 ("Regulations") and its obligations in connection with money laundering under the Proceeds of Crime Act 2002 and the Anti-Terrorism, Crime and Security Act 2001 and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as required by the Regulations;

q) it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993 and section 118 of FSMA and confirms that it has complied with those obligations;

r) if it is a pension fund or investment company, its purchase of the Placing Shares is in full compliance with all applicable rules and regulations;

s) it has not communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither this announcement nor any other document issued in connection with the Placing is being issued by Investec in its capacity as an authorised person under section 21 of FSMA and they may not therefore be subject to the controls which would apply if they were made or approved as a financial promotion by an authorised person;

t) 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 (which includes any relevant implementing measure in any member state of the European Economic Area);

u) neither Investec nor any of its affiliates nor any person acting on behalf of any of them, is making any recommendation to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Investec and that Investec has no 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 its respective rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

v) the Company, Investec and others will rely upon its representations, warranties, agreements and acknowledgements set forth herein, and it agrees to notify the Company and Investec promptly in writing if any of its representations, warranties or acknowledgements ceases to be accurate and complete; and

w) it agrees to indemnify and keep indemnified the Company, Investec and the registrar and any person acting on behalf of any of them against any loss arising to any of them as a result of any breach of any representation, warranty, covenant or confirmation by it in herein or elsewhere or from its failure to disclose any material details or provide all the information requested pursuant to its Placing Participation.

All times and dates in this Announcement may be subject to amendment.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires: