Proposed £2.3m Placing

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF ITS TERRITORIES, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Mortice Limited

("Mortice", the "Group" or the "Company")

Proposed Placing to raise approximately £2.3 million

Mortice Limited (AIM: MORT), the AIM listed security and facilities management company, is pleased to announce it has raised approximately £2.3 million, before expenses, through a placing for cash ("Placing") of 3,072,206 new ordinary shares of no par value each in the capital of the Company ("Ordinary Shares" and the "Placing Shares") at a price of 75 pence per new Ordinary Share (the "Issue Price").

The Placing is conditional on, inter alia, the resolutions to be put to shareholders at the Company's Annual General Meeting ("AGM") on 28 December 2016. The notice of AGM is available on the Company's website (www.tenonservices.com/mortice). The net proceeds from the Placing will be used to reduce the Company's indebtedness, which provides the Group with additional balance sheet flexibility to pursue various growth opportunities available to the Group. The effects of the Placing are expected to be immediately earnings enhancing.

Background to and reasons for the Placing

Mortice Limited was founded in 1995 and admitted to trading on AIM in 2008. The Group is one of the leading Indian providers of security services through the Peregrine brand and has an established fully integrated facilities management offering in India through the Tenon brand. Growth in the Group's Indian business has exceeded 20% in local currency terms over the last five years and the Directors expect such growth to continue for the foreseeable future as the Indian economy continues to expand. The Group's client base in India includes companies such as Amazon, HSBC, Mercedes-Benz, Vedanta and Vodafone.

The Indian economy is expected to continue to expand rapidly with the security market expected to grow in excess of 20% per year. Mortice expects its security service business to grow faster than this, as legislation is dictating a shift towards 'compliant' security services, benefitting established participants such as Peregrine. The facilities management industry in India is also expected to continue its pace of growth as the shift towards outsourced facilities management continues. By way of example, figures published in 2013 show that in India the IT/ITES/banking/finance industry outsources approximately 60% of its facilities management, whilst the retail and manufacturing sectors only outsource approximately 15% and 10% respectively.

In the last 18 months, the Group has expanded geographically through the acquisitions of Office and General Group Ltd ("O&G") in the UK and Frontline Security Pte. Ltd ("Frontline") in Singapore, which the Group believes will give it further opportunities to leverage its client base of international blue-chip clients. The Group has financed these acquisitions to date from the issuance of Ordinary Shares, existing cash resources and debt facilities. Both O&G and Frontline have improved trading since their acquisitions by the Group and Mortice remains committed to growing its presence in both markets organically and through further acquisitions, particularly in the UK where there is a highly fragmented market.

In addition, the Group has been investing in Soteria, a more recently established Indian business line which offers managed remote surveillance services using an IBM platform. Soteria offers a real-time emergency response provided by web-based surveillance, high quality alert notifications and 24/7 online service support with a rapid response team located in a central service centre. This has the potential for a global rollout.

Given the Group's intended continued expansion in India and abroad, the Board believes that it is appropriate to seek to rebase the capital structure to better reflect the Group's current geographical and market positioning by reducing its dependence on expensive working capital facilities and shifting towards a combination of equity and term debt funding.

Therefore, the Group expects that, following the Placing, it will have additional flexibility to execute on its growth plan and, where appropriate, to seek to accelerate growth further through acquisitions and investment in organic growth opportunities. The Group expects to continue to win new contracts, including with multinational blue-chip clients as it capitalises on its position in three different geographic markets.

Use of Proceeds from the Placing

The net proceeds from the Placing are to be used to repay some of the Group's current indebtedness. In particular, the Group will repay some of its existing facilities, which attract an annualised interest rate of more than 9%. The replacement of such debt with new equity will better rebalance the Group's capital base to reflect the Group's international operations. The raised capital structure will better enable the Group to accelerate UK marketing and development of the Soteria brand to develop a higher margin, technology focused business line.

Details of the Placing

The Placing is expected to raise gross proceeds of approximately £2.3 million (before expenses). The Placing is not being underwritten by finnCap or any other person.

Pursuant to the Placing, application will be made for the 3,072,206 new Ordinary Shares to be admitted to trading on AIM ("Admission"). Subject to the placing agreement not having been terminated in accordance with its terms, it is anticipated that Admission of the Placing Shares will occur at 8.00 a.m. on or around 29 December 2016. The Placing Shares will be credited as fully paid and rank pari passu with the existing Ordinary Shares.

The Placing is conditional, amongst other things, on the following:

i. the placing agreement not being terminated prior to Admission of the new Ordinary Shares pursuant to the Placing and being otherwise unconditional in all respects;

ii. the passing of resolutions 7 and 8 at the Annual General Meeting on 28 December 2016, notice of which was posted to shareholders on 2 December 2016 and is available on the Company's website (www.tenonservices.com/mortice); and

iii. Admission becoming effective on or before 8.00 a.m. on 29 December 2016 (or such later date and/or time as the Company and finnCap may agree, being no later than 30 January 2016).

Total Voting Rights

The total number of Ordinary Shares in issue following Admission will be 53,772,207. Accordingly, the figure of 53,772,207 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Current Trading

The Group is expecting a record half year with revenue of $80m increasing 57% year-on-year. Strong growth has been achieved in both security services, revenue up 24.6% to $43.0m (H1 2015: $34.5m), and FM where revenue is up 124% to $37.0m (H1 2015: $16.5m) following the O&G acquisition. There have been significant recent contract wins, including University of Hertfordshire UK, Global Asset Management UK, JPMorgan, Cairn, Amazon Warehouse and Nokia. Of specific note, O&G is an appointee to all three parts of the London Universities Purchasing Consortium framework. The acquisitions of O&G and Frontline made in 2015 are now fully integrated and have improved trading following acquisition.

The Group expects to continue to grow revenues in the full year to 31 March 2017 with the half year results expected to be released in December 2016.

Manjit Rajain, Chairman of Mortice, commented: 

"We are delighted with the support received from new investors in this fund raise following a period of increased growth for the Company. The combination of both organic and acquisitive growth has laid strong foundations for the Company to build on recent momentum. Our existing operations continue to perform well and, as previously stated we have a proven acquisition track record with contributions from Office & General and Frontline Pte Ltd.

"The new monies will allow us to refinance our debt and provide working capital that will support our growth ambitions through acquisitions and investment into existing operations. In addition, the Placing has diversified the shareholder base. We remain excited by our prospects and look forward to providing further updates as we develop our strategy."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

About Mortice Limited

Mortice (AIM: MORT), is an AIM listed security and facilities management company, incorporated in Singapore and based in India with additional operations in Singapore and the UK.

Mortice operates under two brands, in India:

§ Peregrine - provision of guarding and security services to a wide range of clients from blue-chip companies, smaller businesses, commercial and private properties, and individuals; and

§ Tenon - provision of a full range of facilities management services to corporate occupiers, owners and developers of real estate. Clients include respected blue-chip and home-grown companies. Within the Tenon group of companies Mortice also offers security surveillance services through its subsidiary Soteria and mechanical and engineering services via Rotopower.

The business is growing and profitable and is focused on expanding its geographical footprint and growing through targeted acquisitions, as well as organically.

In 2015, the Company established Tenon UK and through this wholly owned subsidiary acquired UK based Office & General Group Limited, an independent property service company specialising in cleaning and providing support services such as environmental solutions and built fabric maintenance in the UK. In addition, the Company acquired a 51% majority stake in Singapore-based security company Frontline Security Pte. Ltd, and has an option to acquire an additional 25% within three years.

Learn more about Mortice through this video interview with Manjit Rajain, Executive Chairman of Mortice:

www.brrmedia.co.uk/broadcasts/57c94e8cd6c09fd74b0ae623/mortice-unlocking-potential

IMPORTANT INFORMATION

The distribution of the Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing the Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company or finnCap that would permit an offering of such shares or possession or distribution of the Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession the Announcement comes are required by the Company and finnCap to inform themselves about, and to observe, such restrictions.

The Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in the Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in the Announcement is subject to change without notice and neither finnCap nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of the Announcement.

finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. finnCap is acting exclusively for the Company and for no one else in relation to the matters described in the Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap, or for providing advice in relation to the contents of the Announcement or any matter referred to in it. The responsibilities of finnCap as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of the Announcement, or otherwise.

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 finnCap or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

APPENDIX - IMPORTANT INFORMATION FOR PLACEES ONLY

The Announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from the United States or any of its territories, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful (a "Prohibited Jurisdiction").

Members of the public are not eligible to take part in the Placing. This Appendix and the terms and conditions set out herein are for information purposes only and are directed only at persons selected by finnCap who fall within the description that, if they were clients of finnCap, could be categorised as a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the Financial Conduct Authority's Conduct of Business Sourcebook and therefore fall within the provisions of point (1) of section (i) of Annex (III) to the Markets in Financial Instruments Directive and furthermore, who are: (a) persons in Member States of the European Economic Area who are qualified investors as defined in section 86(1)(a) and 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"), ("qualified investors") being persons falling within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); (b) in the United Kingdom, qualified investors who are persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); (ii) fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order and are qualified investors; or (iii) are members or creditors of certain bodies corporate within Article 43; or (iv) or are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This Appendix and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Appendix and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Announcement is for information purposes only and does not itself constitute an offer for sale or subscription of any securities in the Company. The Announcement has been issued by and is the sole responsibility of the Company.

The Announcement is not an offer for sale or subscription in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such jurisdiction. The Announcement is not an offer of or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither the United States Securities and Exchange Commission nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of an investment in the securities or passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the contents of the Announcement. Any representation to the contrary is a criminal offence in the United States. No public offering of securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in the Announcement will not be accepted.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.

The price of shares in the Company and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares.

1. Definitions

In this Appendix:

a) "Admission" means the admission of the Placing Shares to trading on AIM;

b) "AIM" means the AIM market operated and regulated by the London Stock Exchange plc;

c) "Announcement" means the Company's regulatory announcement (set out above) of the Placing, together with this Appendix, expected to be released (without this Appendix attached) on or around 23 December 2016;

d) "finnCap" means finnCap Ltd;

e) "finnCap Person" means any person being (i) finnCap, (ii) an undertaking which is a subsidiary undertaking of finnCap, (iii) a parent undertaking of finnCap or (other than finnCap) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person;

f) "Group" means the group comprising the Company and its subsidiary undertakings;

g) "Ordinary Shares" means the ordinary shares of no par value in the capital of the Company;

h) "Overseas Offer" means the offer to existing shareholders with registered addresses in the United Kingdom, as described in the Announcement;

i) "Placee" means any Relevant Person who is or becomes committed on a conditional basis to subscribe for Placing Shares under the Placing;

j) "Placing" the placing of the Placing Shares at the Placing Price by finnCap pursuant to the Placing Agreement, as described in the Announcement;

k) "Placing Agreement" means the conditional placing agreement relating to the Placing to be entered into between the Company and finnCap;

l) "Placing Price" means the fixed price at which each Placing Share is to be made available for subscription under the Placing, as agreed with Placees;

m) "Placing Shares" means the new Ordinary Shares to be issued pursuant to the Placing;

n) "Prospectus Rules" means the prospectus rules of the Financial Conduct Authority; and

o) terms defined elsewhere in this Announcement have the same meanings, unless the context requires otherwise.

2. Placing

finnCap is acting as the Company's agent in respect of the Placing. finnCap will determine the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee. No commissions will be paid to or by Placees in respect of their agreement to subscribe for any Placing Shares.

finnCap proposes to enter into the Placing Agreement under which it will, on the terms and subject to the conditions set out in the Placing Agreement, agree to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.

Each Placee will be required to pay to finnCap, on the Company's behalf, the Placing Price as the subscription sum for each Placing Share that it is required to subscribe for in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to subscribe and pay for Placing Shares under the Placing will be owed to each of the Company and finnCap. Each Placee will be deemed to have read this Appendix in its entirety. Neither finnCap nor any other finnCap Person will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

Various dates referred to in this document are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed at the Company's or finnCap's discretion. The expected date for the release of the Announcement is 23 December 2016. The expected date for Admission is 29 December 2016 and, in any event, the latest date for Admission is 30 January 2017 (the "Long Stop Date").

Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this document and on the terms contained in it. No admission document for the purposes of the AIM Rules for Companies, or prospectus for the purposes of the Prospectus Rules, is required to be published, or has been or will be published, in relation to the Placing or the Placing Shares.

3. Participation and settlement

Participation in the Placing is only available to persons who are invited to participate in it by finnCap.

A Placee's commitment to subscribe for a fixed number of Placing Shares under the Placing will be agreed verbally with finnCap. Such agreement will constitute an irrevocable, legally binding commitment on such Placee's part to subscribe for that number of Placing Shares at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix and subject to the Company's constitution. A Placee's agreement to subscribe for Placing Shares is not conditional on any minimum raising under the Placing. The final amount raised under the Placing will be determined by finnCap in its sole discretion.

After such agreement is entered into a written confirmation will be dispatched to the Placee by finnCap stating (i) the number of Placing Shares for which such Placee has agreed to subscribe, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares, (iii) relevant settlement information, and (iv) settlement instructions. A settlement instruction form will accompany each written confirmation and, on receipt, should be completed and returned by the date and time stated in it.

The expected timetable for settlement will be as follows:

Please refer to the instruction form for the CREST ID of finnCap.

Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain exceptions, on a "delivery versus payment" (or "DVP") basis. finnCap reserves the right to require settlement for and/or delivery to any Placee of any Placing Shares by such other means as it may deem appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in the Announcement.

On the settlement date, each Placee must settle the full amount owed by it in respect of the Placing Shares allocated to it.

A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered promptly to the appropriate person within that organisation.

4. Placing conditions

The Placing is conditional on, among other things, (i) finnCap and the Company having entered into the Placing Agreement and the Company having complied with its obligations and satisfied all conditions to be performed or satisfied by it under the Placing Agreement that fall to be performed or satisfied on or before Admission (unless waived by finnCap, where capable of waiver), (ii) finnCap's obligations under the Placing Agreement not being terminated in accordance with its terms and the Placing Agreement becoming unconditional in all respects, (iii) the passing of resolutions 7 and 8 as set out in the notice of annual general meeting of the Company (as amended), without amendment, such meeting to be held on 28 December 2016 (or on any adjournment) and (iv) Admission taking place by the relevant time and date stated in the Announcement. finnCap may extend the time and/or date for the fulfilment of any of the conditions referred to above to a time no later than 8.00 a.m. on the Long Stop Date. If any such condition is not fulfilled (and, if capable of waiver under the Placing Agreement, is not waived by finnCap) by the relevant time, the Placing will lapse and each Placee's rights and obligations in respect of the Placing will cease and terminate at such time.

finnCap's obligations under the Placing Agreement may be terminated by finnCap at any time prior to Admission in certain circumstances including, among other things, following a material breach of the Placing Agreement by the Company or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by finnCap whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within finnCap's absolute discretion (as is the exercise of any right or power of finnCap that is referred to in this Appendix). finnCap will have no liability to any Placee or to anyone else in respect of any such termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or extension.

5. Placees' warranties and undertakings to the Company and finnCap

By agreeing with finnCap to subscribe for Placing Shares under the Placing, each Placee (and each person acting on a Placee's behalf) irrevocably acknowledges, confirms, warrants, represents and undertakes to, and agrees with, each of the Company and finnCap, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction (save where finnCap expressly agrees in writing to the contrary), that:

a) it agrees to and accepts all the terms and conditions set out in this Appendix;

b) its subscription is irrevocable and its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in this Appendix and will not be subject to rescission or termination by it in any circumstances;

c) it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in the Announcement; and that the Announcement is the sole responsibility of the Company;

d) it is not a client of finnCap in relation to the Placing and finnCap is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to its clients;

e) it has not relied on any representation or warranty in reaching its decision to subscribe for Placing Shares under the Placing;

f) it has not been, and will not be, given any warranty or representation by any finnCap Person in relation to any Placing Shares, the Company or any other member of its Group and no finnCap Person will have any liability to it for any information contained in the Announcement or which has otherwise been published by the Company or for any decision by it to participate in the Placing based on any such information or on any other information provided to it;

g) it will pay the full subscription sum at the Placing Price as and when required in respect of all Placing Shares for which it is required to subscribe under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with finnCap or puts in place with finnCap;the issue to the Placee, or the person specified by such Placee for registration as holder of Placing Shares, will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);

h) its obligations under the Placing are valid, binding and enforceable and that it has all necessary capacity, consents and authority, and has obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto and will honour its obligations; 

i) should any stamp duty or stamp duty reserve tax be payable on a Placee's subscription of shares under the Placing, this will be to the account of the Placee and neither the Company nor finnCap will be responsible in respect thereof and if any such person is obliged by law to pay any such tax, they shall be entitled to recover it from the Placee;

j) it is permitted to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and it will provide promptly to finnCap such evidence, if any, as to the identity or location or legal status of any person which finnCap may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by finnCap on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as finnCap may decide;

k) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of section 21 of FSMA;

l) it is a Relevant Person 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;

m) it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or finnCap for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a qualified investor acting as agent for such person, and (iv) such person is either (1) a FSMA qualified investor or (2) its "client" (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;

n) nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any Ordinary Shares in accordance with FSMA or the Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area or any other territory or jurisdiction;

o) it will not treat any Placing Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause the Company or finnCap to contravene any such legislation in any respect;

p) (in this paragraph and in paragraph (q) below United States means the United States of America, each of its states, its territories and possessions and the District of Columbia and unless defined elsewhere in this Appendix, terms and expressions used in this paragraph and in paragraph (q) below have the meanings given to them by Regulation S made under the US Securities Act) the Ordinary Shares and the Placing Shares have not been and will not be registered under the United States Securities Act 1933 (as amended) (the "US Securities Act") or the relevant Canadian, Japanese, Australian, Irish or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly in or into the United States or in or into Canada, Japan, Australia, the Republic of Ireland or the Republic of South Africa or their respective territories and possessions, except, in the case of the United States, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;

q) (i) you are not within the United States, Canada, Australia, Japan, Republic of Ireland or the Republic of South Africa and you are not a US Person and are purchasing the Placing Shares outside the United States in an offshore transaction meeting the requirements of Regulation S and are not a citizen of Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa; (ii) you have not offered, sold or delivered and will not offer to sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, or into Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa; (iii) neither you, your affiliates, nor any persons acting on your behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares; (iv) you are not taking up the Placing Shares for resale in or into the United States, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa; and (v) you will not distribute any offering material, directly or indirectly, in or into the United States, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or to any persons resident in such countries;

r) you are aware of your obligations in connection with the Criminal Justice Act 1993 and the Market Abuse Regulation (EU)596/2014 nd you will comply with those obligations;

s) finnCap may itself agree (but is under no obligation) to become a Placee in respect of some or all of the Placing Shares or by nominating any other finnCap Person or any person associated with any finnCap Person to do so;

t) time is of essence as regards its obligations under this Appendix;

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

v) it is an institution that has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares and it is experienced in investing in securities of this nature and in this sector and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

w) to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement;

x) 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;

y) it irrevocably appoints any director of finnCap 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;

z) this Appendix and any contract which may be entered into between it and finnCap and/or the Company pursuant to this Appendix or the Placing, and all non-contractual obligations arising between the Placee and finnCap and/or the Company in respect of the Placing, will be governed by and construed in accordance with the laws of England, for which purpose it submits (for itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and finnCap will have the right to bring enforcement proceedings in respect of any judgement obtained against such Placee in the English courts or in the courts of any other relevant jurisdiction;

aa) each right or remedy of the Company or finnCap provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;

bb) any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to finnCap; and

cc) nothing in this Appendix will exclude any liability of any person for fraud on its part, and all times and dates in the Announcement are subject to amendment at the discretion of finnCap except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.

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

6. Payment default

A Placee's entitlement to receive any Placing Shares under the Placing will be conditional on finnCap's receipt of payment in full for such shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as finnCap may determine, and otherwise in accordance with that confirmation's terms. finnCap may waive this condition, and will not be liable to any Placee for any decision to waive it or not.

If any Placee fails to make such payment by the required time for any Placing Shares (1) the Company may release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its constitution or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares, (3) the Company or, as applicable, finnCap may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, finnCap (i) 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 and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale, and (4) such Placee will remain liable to the Company and to finnCap for the full amount of any losses and of any costs which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) 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. Interest may be charged daily in respect of payments not received by finnCap for value by the required time referred to above at the rate of two percentage points above prevailing LIBOR as determined by finnCap.

7. Overseas jurisdictions

The distribution of the Announcement and the offering and/or issue of shares pursuant to the Placing in certain jurisdictions is restricted by law. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions. In particular, the Announcement does not constitute or form part of any offer or invitation, or a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or otherwise deal in Ordinary Shares in any Prohibited Jurisdiction.

8. Placing Shares

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the then existing issued Ordinary Shares.

9. General

References to time in the Announcement are to London, England time, unless otherwise stated.

All times and dates in the Announcement are subject to amendment at the discretion of finnCap.