Placing and Trading Update

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.

11 December 2013

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

Placing of 3,750,000 new Ordinary Shares at 112 pence per share and trading update

Outsourcery plc (AIM:OUT), the pure-play provider of cloud-based IT and unified communications services ("ICT"), is pleased to announce the placing of 3,750,000 new Ordinary Shares (the "Placing Shares") at 112 pence per share to raise £4.2 million (before expenses) for the Company (the "Placing").

Background to and reasons for the Placing

The purpose of the Placing is to fund the Company's deployment of a CESG IL3-compliant platform, based on its existing O-Cloud, in order to access a new and significant opportunity for the Company's cloud services which is being driven by UK Government policy and security compliance requirements.

In May 2013 the UK Government introduced a Public Cloud First Policy which means that Government departments are now mandated to consider cloud solutions as a preferred option in any IT procurement. It also wishes to see more flexible contracts and the involvement of UK SMEs in the delivery of these services. Such policies are designed to reduce reliance on the large systems integrators and IT services companies by reducing 'lock-in' and to materially reduce the costs of UK Central Government ICT as contracts are renewed. Outsourcery is able to provide a solution to each of these requirements due to its capabilities and status as a UK-based publicly listed company.

On 23 September 2013, Outsourcery announced plans to deploy a new platform, supported by Microsoft Corporation, to provide secure, cloud-based infrastructure services and applications to UK Central Government end-customers and commercial sector organisations with similar security requirements ("IL3 O-Cloud"). On 6 November 2013, Outsourcery announced that it would be partnering with Dell to design and deploy the compute, storage and networking infrastructure for the IL3 O-Cloud, with Dell as a strategic go-to-market partner and established provider of technology to UK Central Government.

Most UK Central Government departments require solutions to comply with the stringent CESG IL3 security level, which requires additional physical security and hosting within UK borders. Microsoft is providing support and technical consulting resource to Outsourcery and has chosen to work with Outsourcery because of its cloud credentials and because Microsoft's existing public cloud platforms such as Office365 and Azure are not hosted within UK borders and therefore are unable to be IL3 compliant. By contrast, the data centres used by Outsourcery are all located within the UK.

The UK Government is already a significant consumer of Microsoft technologies. It is envisaged that IT solutions using these technologies will be transitioned to cloud deployments over time in an effort to reduce costs as larger managed services contracts expire. Kable research estimates that Microsoft licensing alone accounts for approximately 2% of public sector ICT spend of £16bn, equating to some £320 million. Accordingly, the Directors believe that the UK Government represents a large market for IL3 compliant Microsoft services. Government ICT contracts with an annual contract value of £3.7bn will have expired by the end of 2016, rising to £6.6bn by 2020.

Unique to the UK market, Outsourcery's IL3 O-Cloud, a physically separated and accredited version of Outsourcery's existing O-Cloud platform, will provide Infrastructure-as-a-Service, storage and archiving, a complete suite of Microsoft business applications including Exchange Server, SharePoint and Dynamics CRM. New opportunities also exist to replace legacy telephony systems with Lync Server based unified communications with full voice capability.

Outsourcery is already a recognised supplier to the Government Procurement Service, an executive agency of the Cabinet Office, through the G-Cloud Framework, alongside a number of its reseller partners, which provides access to 30,000 public sector organisations. The Company's go-to-market strategy will be to sell IL3 compliant services through its partner network, which already includes several of the larger ICT suppliers to UK Central Government. The Directors expect further demand from new partners seeking a solution to provide IL3 compliant services to UK Government to protect their revenues as existing managed services contracts expire.

Subject to CESG IL3 accreditation, Outsourcery is aiming for launch of the IL3 O-Cloud in Q3 2014 and will start marketing the IL3 O-Cloud in the first quarter of 2014, although Outsourcery is already working on contract opportunities with its existing strategic partners.

The net funds raised are expected to be utilised on the following basis:

· £1.0 million for setup costs such as platform design, build, security and accreditation;

· £2.5 million opex requirement to fund losses through to IL3 break-even which is expected to be during 2015 at approximately £2.5 million of IL3 revenue; and

· £0.5 million for contingency.

The Placing

The Company proposes to raise approximately £4.2 million gross (approximately £4.0 million net of expenses) by way of a placing of the Placing Shares at a price of 112 pence per Placing Share ("Placing Price"). The Placing Shares will, when issued, represent approximately 12.2 per cent. of the Company's existing issued share capital. The Placing Price represents a discount of 7.1 to the Closing Price of 120 pence per share on 10 December 2013 (being the latest practicable date prior to the date of this announcement).

The issue of the Placing Shares is to be effected by way of a non pre-emptive placing and does not require additional shareholder approval. The Placing is conditional, inter alia, on the Placing Agreement not being terminated in accordance with its terms and Admission occurring no later than 16 December 2013 (or such later date as the Company and Investec may agree, being not later than 8.00 a.m. on 31 December 2013).

On Admission, the Placing Shares will be credited as fully paid up and will rank pari passu in all respects with the Company's Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Application has been made to the London Stock Exchange for admission of the Placing Shares to trading on the AIM market of the London Stock Exchange. It is expected that Admission will take place and that trading will commence at 8.00 a.m. on 16 December 2013 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 34,581,458 Ordinary Shares in issue.

Investec, which is authorised by the PRA and regulated by the FCA and PRA and is a member of the London Stock Exchange, is acting exclusively for the Company in connection with the Placing and is not acting for any other person and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for providing advice on the transactions or arrangements referred to in this announcement.

This announcement has been issued by Outsourcery plc and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the Placing and expressions used in this announcement shall have the meanings as set out in Definitions that follow.

Trading update

During the second half of 2013 Outsourcery's MRR has progressed in line with market expectations and as at the end of October 2013 stood at £0.5 million with a strong pipeline of large enterprise opportunities developing as well as many smaller opportunities. Revenue growth is expected to continue through 2014 as strategic partners such as Vodafone and Virgin Media Business develop their pipelines.

Enquiries:

Dominic Emery / Carlton Nelson

About Outsourcery

Outsourcery is a world-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:

· Admission occurring by 8:00am on 16 December 2013 (or such later time and date as Investec and the Company may agree not being later than 8:00am on 31 December 2013); and

· the obligations of Investec not having been terminated pursuant to the terms of the Placing Agreement.

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 the AIM of the London Stock Exchange. It is expected that Admission will take place and that trading will commence at 8.00 a.m. on 16 December 2013 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 34,571,458 Ordinary Shares in issue.

It is expected that Admission will become effective at 8.00am on 16 December 2013 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 Bank plc 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 112 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 arereferred 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 Company complying with its obligations under the Placing Agreement in all material respects in so far as the same fall to be performed prior to Admission;

(b) Admission taking place by 8.00 a.m. on 16 December 2013 (or such later date as Investec may otherwise determine being no later than 8.00 a.m. on 31 December 2013).

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, save that condition (b) above relating to Admission may not be waived. 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, undertakings or obligations of the Company under the Placing Agreement which Investec, in its sole discretion (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 discretion (acting in good faith), considers material in the context of the Placing; or

(c) 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 political or economic conditions, or currency exchange rates or foreign exchange controls in each case as determined by Investec; or

(d) 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 a material disruption in commercial banking or securities settlement or clearance services in the United States, Asia or Europe ; or

(e) 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 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 16 December 2013 on a T+3 basis 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 United States Securities Act of 1933, as amended ("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 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)

u) 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);

v) 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;

w) 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

x) 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: