Placing of shares

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Market Tech Holdings Limited

("Market Tech" or "the Company")

Placing by way of an accelerated bookbuild of up to 90,000,000 Placing Shares

Summary of the Placing

· Placing of up to a maximum of 90,000,000 Ordinary Shares with the price per Placing Share to be determined through an accelerated bookbuild

· The maximum number of Placing Shares being offered in the Placing represents approximately 23.8 per cent. of the Existing Shares (assuming no conversion of Convertible Bonds into Ordinary Shares before AIM Admission)

· Citwax, the Company's largest Shareholder with an interest in 85.6 per cent. of the Existing Shares, have expressed an interest to subscribe for up to 12.5 per cent. of the Placing Shares. If the Placing is fully subscribed Citwax will hold approximately 71.5 per cent. of the Enlarged Issued Share Capital (assuming no conversion of Convertible Bonds into Ordinary Shares before AIM Admission)

· Market Tech has appointed Shore Capital and Canaccord Genuity as Joint Global Coordinators and Joint Bookrunners and Berenberg as Joint Bookrunner to the Placing

· The Placing will be conditional on, amongst other things, Shareholder approval at the Extraordinary General Meeting

· Books are open with immediate effect 

· The Appendix to this announcement contains the detailed terms and conditions of the Placing

Rationale for the Placing

· Funds raised are to be used for, amongst other things, the development of the Group's assets and for general corporate purposes 

· Completion of the Placing is intended to assist the Company in satisfying the FCA's requirement that 25% of the Ordinary Shares for which admission to the Official List is sought are held in public hands in order to progress the Main Market Admission

· The Placing is also part of the longer term financing strategy for the Company based around the appropriate mixture of equity and debt to meet the Company's growth ambitions, evidenced by the agreed headline terms with third party debt providers for a substantial debt package announced on 8 July 2015

For further information:

Important Notice

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Shore Capital, Canaccord Genuity, Berenberg or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA, (C) if in Israel, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and "qualified individuals," each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors, in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are qualified investors, (D) if in Switzerland, persons on a private placement basis (i.e., to a limited number of selected investors only), without any public advertisement and only to investors who are individually approached directly and who do not purchase the Placing Shares with the intention to distribute them to the public or (E) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.

This announcement does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority.

This announcement does not constitute a prospectus within the meaning of Articles 652a and 1156 of the Swiss Code of Obligations or a listing prospectus according to Article 27 ss. of the Listing Rules of the SIX Swiss Exchange or of any other stock exchange or regulated trading facility in Switzerland. The Placing Shares will not be listed on the SIX Swiss Exchange and, therefore, this document does not comply with the disclosure standards of the Listing Rules of the SIX Swiss Exchange or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Accordingly, the Placing Shares may not be offered to the public in or from Switzerland and neither this announcement nor any other offering or marketing material relating to the Placing Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this announcement nor any other offering or marketing material relating to the offering, the Company or the Placing Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement will not be filed with, and the offer of the Placing Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of the Placing Shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Placing Shares.

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.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Any reference in this announcement to the Company's current issued share capital before AIM Admission assumes there being no conversion of the Convertible Bonds into Ordinary Shares before such AIM Admission in accordance with the terms of the Convertible Bonds.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for Market Tech and for no one else in connection with the Placing and will not be responsible to anyone other than Market Tech for providing the protections afforded to clients of Shore Capital or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for Market Tech and for no one else in connection with the Placing and will not be responsible to anyone other than Market Tech for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

Berenberg, which is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA, is acting for Market Tech and for no one else in connection with the Placing and will not be responsible to anyone other than Market Tech for providing the protections afforded to clients of Berenberg or for affording advice in relation to the Placing, or any other matters referred to in this announcement.

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

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this announcement, and to providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placing and no public offering of securities is or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Placing by way of an accelerated bookbuild of up to 90,000,000 Placing Shares

Market Tech announces a placing of a maximum of up to 90,000,000 Placing Shares, with the price per Placing Share to be determined through an accelerated bookbuild.

The maximum number of Placing Shares being offered in the Placing represent approximately 23.8 per cent. of the Existing Shares (assuming no conversion of Convertible Bonds into Ordinary Shares before such AIM Admission). The number of Existing Shares is 378,468,196.

Citwax, the Company's largest Shareholder with an interest in 85.6 per cent. of the Existing Shares, has expressed an interest to subscribe for up to 12.5. per cent. of the Placing Shares which will result in it holding a total of 335,187,500 Ordinary Shares representing approximately 71.5 per cent of the Enlarged Issued Share Capital (assuming the maximum number of Placing Shares are issued and there is no conversion of Convertible Bonds into Ordinary Shares before AIM Admission). Citwax's subscription is a related party transaction under Rule 13 of the AIM Rules. The Directors consider that, having consulted with the Company's nominated adviser, Shore Capital, that the terms of Citwax's participation are fair and reasonable insofar as the Independent Shareholders as a whole are concerned.

Market Tech has appointed Shore Capital and Canaccord Genuity as Joint Global Coordinators and Joint Bookrunners and Berenberg as Joint Bookrunner to the Placing. The Placing will be effected, subject to the satisfaction of certain conditions, through an accelerated bookbuild process. The Placing will take place in accordance with the terms and subject to the conditions set out in the Appendix to this announcement.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing is conditional upon, amongst other things, the Company obtaining Shareholders' approval to grant the Directors authority to issue the Placing Shares and to dis-apply the pre-emption rights in relation to the issue of the Placing Shares that would otherwise apply to the Placing Shares.

Application will be made to the LSE for the Placing Shares to be admitted to AIM. AIM Admission is expected to become effective on or around 31 July 2015 subject to the Company obtaining the requisite approvals from its Shareholders at the Extraordinary General Meeting which is currently expected to be held on or around 30 July 2015 (or any adjournment thereof) to issue the Placing Shares.

Background to, and reasons for, the Placing

Following on from the successful IPO and recent acquisitions, the Directors believe that the Company is well positioned to continue delivering value to Shareholders. The Directors further believe that the Group has a unique, quality portfolio of real estate assets, located in an iconic part of London, which offer strong upside potential through a combination of upward rent revision, yield compression and development opportunities. In addition, the Group's portfolio of digital service providers will allow both online and physical retailers access to a global audience enhancing customer engagement and increasing revenues.

The Placing is being undertaken in order to (i) raise funds for, amongst other things, the development of the Group's assets and general corporate purposes; and (ii) assist the Company in satisfying the FCA's requirement that 25% of the Ordinary Shares for which admission to the Official List will be sought are held in public hands in order to progress the Main Market Admission in 2015.

Shareholders should note that although the Company is working towards the Main Market Admission, due to the preliminary nature of the Company's discussions with the FCA, at this stage the Directors can give no guarantee when or if Main Market Admission will be achieved.

Proposed Main Market Admission

The Ordinary Shares were admitted to trading on AIM on 22 December 2014 with the intention that the Company would, within a period of 12 months thereafter, apply for the Ordinary Shares to be admitted to the Official List and to trading on the Main Market. The Company is working to satisfy the requirements of the Main Market Admission.

The Directors believe that the Main Market Admission will (amongst other things):

· further diversify the Group's funding sources so as to support the Group's long-term growth;

· provide a more appropriate platform for the continued growth of the Group and further raise its profile and status as a growth focused business;

· place the Company in a better position to achieve improved liquidity in its Ordinary Shares due to the enhanced corporate exposure to an enlarged investor base; and

· benefit Shareholders due to the further development of the Company's corporate governance, regulatory and reporting disciplines.

The Company intends to publish a prospectus in connection with the Main Market Admission in due course, following which, application will be made for the Ordinary Shares to be admitted to the Official List and to trading on the Main Market. Shareholders should be aware that the Main Market Admission is dependent on a number of conditions yet to be satisfied by the Company, not all of which are within the Company's control. Furthermore, there can therefore be no guarantee when or if the Company will achieve Main Market Admission. Further information regarding the Main Market Admission, including a timetable with key dates, will be set out in any prospectus published by the Company for the purpose of the Main Market Admission.

The full text of this announcement will shortly be available on the Company's website at www.market-tech.com.

DEFINITIONS USED IN THIS ANNOUNCEMENT

About Market Tech

Market Tech combines the iconic Camden Market real estate assets with an e-commerce business operated through online platforms camdenmarket.com and market.com. Its real estate assets business is focused on retail, leisure and entertainment. The Company owns approximately 14 acres of real estate assets in Camden, including the Stables Market; Union Street Market, (also known as Buck Street Market); Camden Lock Market; and Hawley Wharf, (also known as Camden Lock Village). It also owns separate real estate assets on Camden High Street; Kentish Town Road; properties on Jamestown Road, (including the Camden Wharf Building); The Interchange Building on Oval Road and Utopia Village in Primrose Hill.

In recent months the Company has acquired two e-commerce businesses, enhancing its online platform. These strategic acquisitions have included Stucco Media, an e-commerce marketing platform; and Glispa, a Berlin-based mobile marketing business.

www.market-tech.com

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF SECURITIES WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY"), SHORE CAPITAL STOCKBROKERS LIMITED ("SHORE CAPITAL") AND/OR JOH. BERENBERG, GOSSLER & CO. KG, LONDON BRANCH ("BERENBERG" AND, TOGETHER WITH CANACCORD GENUITY AND SHORE CAPITAL, THE "BANKS" AND EACH A "BANK") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE "PROSPECTIVE DIRECTIVE"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), (C) IF IN ISRAEL, INVESTORS LISTED IN THE FIRST ADDENDUM, OR THE ADDENDUM, TO THE ISRAELI SECURITIES LAW, CONSISTING PRIMARILY OF JOINT INVESTMENT IN TRUST FUNDS, PROVIDENT FUNDS, INSURANCE COMPANIES, BANKS, PORTFOLIO MANAGERS, INVESTMENT ADVISORS, MEMBERS OF THE TEL AVIV STOCK EXCHANGE, UNDERWRITERS, VENTURE CAPITAL FUNDS, ENTITIES WITH EQUITY IN EXCESS OF NIS 50 MILLION AND "QUALIFIED INDIVIDUALS," EACH AS DEFINED IN THE ADDENDUM (AS IT MAY BE AMENDED FROM TIME TO TIME), COLLECTIVELY REFERRED TO AS QUALIFIED INVESTORS, IN EACH CASE, PURCHASING FOR THEIR OWN ACCOUNT OR, WHERE PERMITTED UNDER THE ADDENDUM, FOR THE ACCOUNTS OF THEIR CLIENTS WHO ARE QUALIFIED INVESTORS, (D) IF IN SWITZERLAND, PERSONS ON A PRIVATE PLACEMENT BASIS (I.E. TO A LIMITED NUMBER OF SELECTED INVESTORS ONLY), WITHOUT ANY PUBLIC ADVERTISEMENT AND ONLY TO INVESTORS WHO ARE INDIVIDUALLY APPROACHED DIRECTLY AND WHO DO NOT PURCHASE THE PLACING SHARES WITH THE INTENTION TO DISTRIBUTE THEM TO THE PUBLIC OR (E)OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Shore Capital, Canaccord Genuity, Berenberg or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

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.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Placing, or any other matters referred to herein.

Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for affording advice in relation to the Placing, or any other matters referred to herein.

Berenberg, which is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Berenberg or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to subscribe for Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the "Placing Agreement") with the Banks. Pursuant to the Placing Agreement, the Banks have, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing"). To the extent that certain Placees procured by a Bank fail to subscribe for any or all of the Placing Shares which have been allocated to them in the Placing and for which they have agreed to subscribe following completion of the Bookbuilding Process (as defined below) (the "Defaulted Shares"), each Bank has severally agreed to acquire the Defaulted Shares of such of its Placees at the Placing Price.

The Placing Shares will, when issued be subject to the articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for AIM admission

Application will be made to the LSE for admission to trading of the Placing Shares on AIM..

AIM Admission is expected to become effective on or around 31 July 2015 (or such later date as the Banks may agree with the Company) and dealings in the Placing Shares and settlement will occur on the same day.

Participation in, and principal terms of, the Placing

Commencing today, Canaccord Genuity and Shore Capital (as joint global co-ordinators) will be conducting an accelerated bookbuilding process with Berenberg (as joint bookrunner with the other Banks) (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by one of the Banks. Any of the Banks and their respective Affiliates are entitled to participate as a Placee in the Bookbuilding Process.

The Bookbuilding Process, if successful, will establish a single price (the "Placing Price") payable to the Banks by all Placees whose bids are successful. The Placing Price and the number of Placing Shares will be agreed between the Banks and the Company following completion of the Bookbuilding Process.

The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 5 p.m. London time on 9 July 2015, but may be closed earlier at the discretion of the Banks. A further announcement will be made following the close of the Bookbuilding Process detailing the Placing Price at which the Placing Shares are being placed (the "Pricing Announcement"). The Banks may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and, except with each of the Banks' consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to their usual sales contact at Canaccord Genuity, Shore Capital or Berenberg. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Banks in consultation with the Company or at prices up to a price limit specified in its bid. If successful, the relevant Bank will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Bank's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Bank pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price set out in the Pricing Announcement and otherwise on the terms and subject to the conditions set out in this announcement and in accordance with the Company's articles of association (as adopted from time to time). Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by the relevant Bank and which will include applicable settlement instructions. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Bank, to pay it or (as it may direct) one of its Affiliates in cleared funds an amount equal to the sum of the Placing Price and the number of Placing Shares allocated to such Placee in accordance with the settlement instructions.

The Banks and the Company reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Banks and the Company also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of each of the Banks in consultation with the Company. The Banks shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they shall in their absolute discretion determine following consultation with the Company.

To the fullest extent permissible by law, none of Canaccord Genuity, Shore Capital, Berenberg, any holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers, partners, employees and agents (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Banks, any of their respective Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Banks in consultation with the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

All obligations of the Banks under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of each of the Banks under the Placing Agreement are conditional, inter alia, on:

1. the warranties on the part of the Company contained in the Placing Agreement being true and accurate in all material respects and not misleading on and as of the date of the Placing Agreement and immediately prior to AIM Admission, as though they had been given and made on such date by reference to the facts and circumstances then subsisting;

2. the performance by the Company of its material obligations under the Placing Agreement to the extent that they fall to be performed prior to AIM Admission;

3. in the opinion of each of the Banks, acting in good faith, there shall have been no material adverse change since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement) before AIM Admission;

4. the passing of the resolutions set out in the notice convening the Extraordinary General Meeting of the shareholders of the Company to be held on 30 July 2015; and

5. AIM Admission occurring not later than 8.00 a.m. on 31 July 2015 or such later time as the Banks (acting jointly) may agree in writing with the Company (but in any event not later than 8.00 a.m. on 28 August 2015).

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by the Banks) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the Banks, the Company, nor any of their respective Affiliates 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 in the Placing Agreement or in respect of the Placing generally.

The Banks may (acting jointly) 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 for the above condition relating to AIM Admission. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

Any of the Banks may, at any time before AIM Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:

1. it comes to the knowledge of any Bank that any of the warranties was untrue, inaccurate or misleading in any material respect when made on the date of the Placing Agreement and/or that any of the warranties would be untrue, inaccurate or misleading in any material respect if it were to be repeated immediately prior to AIM Admission;

2. it comes to the notice of any Bank that any statement contained in this announcement, or the Pricing Announcement, is or has become untrue, incorrect or misleading in any material respect;

3. the Company is in material breach of its obligations under the Placing Agreement; or

4. there has occurred a force majeure event, or any material adverse change has occurred in the business, management, operations, assets, liabilities or financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of any of the Banks, would materially prejudice the success of the Placing or the distribution of the Placing Shares.

By participating in the Placing, each Placee agrees with the Banks that the exercise by any of the Banks of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Banks and that none of the Banks need make any reference to the Placees in this regard and that, to the fullest extent permitted by law, none of the Banks shall have any liability whatsoever to the Placees in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. 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 to the Banks and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Banks (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of the Banks any of their respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with the Banks for themselves and as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. 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 GG00BSSWD593) following AIM Admission will take place within the CREST system, subject to certain exceptions. The Banks reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if 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 the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to the relevant Bank and settlement instructions. Placees procured by Canaccord Genuity should settle against CREST ID: 805, Placees procured by Shore Capital should settle against CREST ID: 601 and Placees procured by Berenberg should settle against CREST ID: 5KQAQ. It is expected that such trade confirmation will be despatched by 5 pm on 10 July 2015 and that this will also be the trade date. 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 which it has in place with the relevant Bank.

It is expected that settlement will be on 31 July 2015 on a delivery versus payment basis ("DVP") in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Banks.

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 the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or the Banks may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, the Banks (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to the Banks (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Banks nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this announcement (including this Appendix);

2. acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Banks, their respective Affiliates and any person acting on their behalf 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 announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4. acknowledges that the new Placing Shares of the Company will be 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, the "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 and the Company's AIM admission document and that it is able to obtain or access such information without undue difficulty and has read and understood the Exchange Information;

5. acknowledges that none of the Banks, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested any of the Banks, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

6. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that none of the Banks, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and none of the Banks, nor any of their respective Affiliate nor any person acting on their behalf will 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 to subscribe for the Placing Shares is contained in this announcement and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Banks, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

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

9. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Banks, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) none of the Banks, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Banks, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) none of the Banks, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise;

10. represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Banks, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

11. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transactions exempt from or not subject to the registration requirements of the Securities Act;

12. represents and warrants that its acquisition of the Placing Shares has been or will be

made in an "offshore transaction" as defined in and pursuant to Regulation

S under the Securities Act; 

13. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

14. understands that upon the initial issuance of, and until such time as the same is no longer required under the Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;

15. represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive, 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 EU Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the EU Prospectus Directive, or in circumstances in which the prior consent of the Banks has been given to the offer or resale;

16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the EU Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Directive;

17. 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 FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

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

19. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, section 118 of FSMA, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001 ,the Money Laundering Regulations (2007) (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is 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;

20. if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO 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;

21. if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the EU Prospectus Directive;

22. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

23. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out in this announcement or any trade confirmation issued pursuant to this announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either the Banks or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

24. acknowledges that none of the Banks, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of the Banks, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Banks' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

25. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Banks 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 and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of the relevant Bank which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

26. acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

27. acknowledges that it irrevocably appoints any director of the relevant Bank as its agent for the purposes 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 agreed to be taken up by it under the Placing;

28. represents and warrants that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

29. represents and warrants that any person who confirms to either Bank on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Bank to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

30. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Banks will be responsible. If this is the case, the Placee should take its own advice and notify the Banks accordingly;

31. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement (including this Appendix);

32. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Bank, any money held in an account with the relevant Bank 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 relevant rules and regulations of the FCA. 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 the relevant Bank money in accordance with the client money rules and will be used by the relevant Bank in the course of its business; and the Placee will rank only as a general creditor of the relevant Bank (as the case may be);

33. acknowledges and understands that the Company, the Banks, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

34. acknowledges that the basis of allocation will be determined by the Banks at their absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

35. irrevocably authorises the Company and the Banks to produce this announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this announcement; and

36. that its commitment to subscribe for Placing Shares on the terms set out in this announcement will continue notwithstanding any amendment that may in future be made to the terms 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 acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Banks (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Banks, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant to this announcement or the performance of its obligations pursuant to this announcement or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Banks 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, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Banks in the event that any of the Company and/or either of the Banks has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this announcement may be subject to amendment. The Banks shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This announcement has been issued by the Company and is the sole responsibility of the Company.

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

The rights and remedies of the Banks and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to either of the Banks:

(a) if he is an individual, his nationality; or

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.