Proposed Acquisition of Bibendum PLB and Placing

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

3 May 2016

Conviviality Plc

("Conviviality" or the "Company")

Proposed Acquisition of Bibendum PLB and Proposed Placing to raise £32 million

Conviviality Plc (AIM: CVR), the UK's leading independent alcohol wholesaler serving consumers through the on-trade and through its owned and franchise retail estate, is pleased to announce that its wholly owned subsidiary, Conviviality Brands Limited ("Conviviality Brands") has conditionally agreed to acquire Bibendum PLB (Topco) Limited ("Bibendum PLB"), one of the largest wine, spirit and beer distributors and wholesalers to the UK on-trade and off-trade markets, for an enterprise value of £60.0 million (the "Acquisition").

The Company proposes to fund the cash consideration payable under the Acquisition of up to £40.0 million through a placing of 15,609,757 new ordinary shares of £0.0002 each in the capital of the Company ("Placing Shares"), at a price of 205 pence per Placing Share (the "Placing Price") to raise gross proceeds of £32.0 million (the "Placing"), with a further £10.0 million term loan to be drawn down under the Conviviality group's revised bank facilities with its existing lenders (the "Revised Facilities"). The Placing has not been underwritten. Conviviality has also agreed the extension of Bibendum PLB's invoice discounting facilities of up to £30.0 million of which £20.0 million was anticipated to be drawn down as at 29 April 2016 ("Bibendum ID Facility").

Highlights

· Bibendum PLB provides Conviviality and its subsidiaries ("Group") with a range of complementary businesses serving:

o the on-trade through Bibendum Wine

o the off-trade through Walker & Wodehouse

o agencies through PLB and Instil Drinks Co.

o events through the Wondering Wine Company

· Increases the Group's turnover by approximately 23 per cent. with combined annual sales of over £1.4 billion*

· Together, the Acquisition and the Placing are expected to be earnings enhancing** in the current financial year ending April 2017

· Strengthens the Group's skills and capabilities, specifically in customer insights, producer relationships and old world and premium wines

· Bibendum PLB, through its expertise in wine, strengthens the Group particularly in premium trade sectors and deepens the Group's presence in London and the South East

· Expected to enable acceleration of the Group's strategy to satisfy all of its customers who want to consume alcoholic beverages at home or out of home, whatever the occasion, serving customers directly via retail outlets and indirectly through hospitality and foodservice channels

· In its financial year ended 31 March 2016, Bibendum PLB is expected to generate unaudited revenue of £270.5 million and unaudited adjusted EBITDA (before exceptional items) of £6.665 million*

· The Company's directors ("Directors") believe that potential exists for significant cost synergies to be realised from the combination of Conviviality and Bibendum PLB, particularly in relation to organisational, buying and distribution with scope to also generate incremental revenue across the two businesses

· The Acquisition and associated expenses are expected to be financed via the Placing and the Revised Facilities

· The Placing comprises the issue of 15,609,757 new ordinary shares of £0.0002 each ("Ordinary Shares") at a price of 205 pence per share, representing a 4.0 per cent. discount to the closing middle market price of 213.5 pence per share on 29 April 2016, being the last practicable date prior to the date of this announcement

· Completion of the Acquisition is conditional, inter alia, on admission of the Placing Shares to trading on AIM ("Admission"). Admission of the Placing Shares is conditional upon, inter alia, shareholders of Conviviality ("Shareholders") passing resolutions to authorise the directors to allot the Placing Shares and disapplication of pre-emption rights in respect of the Placing Shares ("Resolutions") which are to be proposed at a general meeting of the Company to be held on 19 May 2016 ("General Meeting") and Admission taking place on 20 May 2016

· Conviviality has secured irrevocable commitments to vote in favour of the Resolutions to be proposed at the General Meeting in respect of 38,896,745 Ordinary Shares, representing 25.1 per cent. of the Company's issued share capital as at 29 April 2016, being the latest practicable date prior to publication of this announcement. In addition, Shareholders holding 15,743,385 Ordinary Shares, amounting to 10.1 per cent. of the Issued Share Capital, have provided statements of intent to vote in favour of the Resolutions. In aggregate the Company has received irrevocable undertakings and statements of intent to vote in favour of the Resolutions in respect of 54,640,130 Shares, amounting to 35.2 per cent. of the Issued Share Capital

* Turnover for the Group (excluding Matthew Clark) is for the 12 months to 26 April 2015. Turnover for Matthew Clark relates to the 12 months to 28 February 2015. Financial Information for Bibendum PLB is derived from Bibendum PLB's unaudited management accounts for the 10 months to 28 February 2016 and an estimate of Bibendum PLB's unaudited management accounts for March 2016

** Excluding one‑off transaction costs and integration costs

Diana Hunter, Chief Executive Officer of Conviviality, said:

"We are pleased to be acquiring Bibendum PLB as the business will not only accelerate our strategy of expanding our wholesaling expertise into new markets and channels, but brings significant expertise to Conviviality in the off-trade wholesale market through the PLB business. Bibendum PLB's wine speciality, particularly in old world and premium wines complements our other businesses and helps us to accelerate our leading position in the independent on-trade market. The team brings significant wine wholesaling expertise and an enviable portfolio of high quality and loyal customers, particularly in London and the South East.

"By operating a delivered wholesale model we can serve a diverse range of customers and build our wine and spirit volumes further while simultaneously strengthening our retail channel. The acquisition of Bibendum PLB accelerates our aim to satisfy all of our customers who want to consume alcoholic beverages at home or out of home, whatever the occasion, serving customers directly via retail outlets and indirectly through hospitality and foodservice channels. We believe the acquisition will give rise to significant potential synergies and increase returns for Conviviality's shareholders."

A circular containing a notice of General Meeting of the Company (the "Circular"), convened for 10.00 a.m. on 19 May 2016, will today be sent to Shareholders, outlining the terms of the Acquisition and the Placing and convening the General Meeting at which the Resolutions will be tabled to authorise the Directors to allot the Placing Shares in connection with the Placing and disapplication of pre-emption rights in respect of the Placing Shares. A copy of the Circular will also be made available on the Company's website, www.conviviality.co.uk.

Enquiries:

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral or written 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 herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

IMPORTANT NOTICES

This announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Investec Bank plc is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

Zeus Capital Limited is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec Bank plc or Zeus Capital Limited or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This announcement contains certain financial measures that are not defined or recognised under IFRS, including adjusted EBITDA (being earnings before interest, tax, depreciation, amortisation). Information regarding these measures are sometimes used by Investors to evaluate the efficiency of a company's operation and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements. There are no generally accepted principles governing the calculation of these measures and the criteria upon which these measures are based can vary from company to company. These measures, by themselves, do not provide a sufficient basis to compare the Company's performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity.

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 years would necessarily match or exceed the historical published earnings per share of the Company.

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.

Proposed Acquisition of Bibendum PLB and Placing to raise £32.0 million

Introduction

Conviviality today announces that its wholly owned subsidiary, Conviviality Brands, has (i) made an offer to acquire the entire issued share capital of Bibendum PLB (which was unanimously recommended by the board of directors of Bibendum PLB) for an aggregate cash consideration of up to £40.0 million and the assumption of existing debt representing an enterprise value of up to £60.0 million ("Bibendum PLB Offer"), subject to admission of the Placing Shares to trading on AIM ("Admission"); and (ii) agreed Revised Facilities to part‑fund the proposed Acquisition. In addition the Company has conditionally placed 15,609,757 new Ordinary Shares, to raise £32.0 million, before expenses. The net proceeds from the Placing will be used to part‑fund the proposed Acquisition. The Placing has not been underwritten.

As at 30 April 2016, being the latest practicable date prior to publication of this announcement, acceptances of the Bibendum PLB Offer were received in respect of 100 per cent. of the issued share capital of Bibendum PLB. 

Bibendum PLB was founded in 1982 as a UK based wine merchant and drinks wholesaler to the on‑trade and off-trade. In the year to 31 March 2016, Bibendum PLB delivered to approximately 4,000 customers and approximately 8,000 outlets across the on-trade and off‑trade and is expected to generate unaudited revenues of £270.5 million and unaudited adjusted EBITDA (before exceptional items) of £6.665 million.(1)

The Acquisition is being funded via a £32.0 million Placing and £10.0 million to be drawn under the Revised Facilities. Bibendum PLB was anticipated to have a £20.0 million liability as at 29 April 2016 (the last business day before the date on which the Bibendum PLB Offer was made) under its existing debt drawn down under its invoice discounting facilities, which the Company has agreed shall be extended.

The Placing is conditional, inter alia, upon the Company obtaining approval from Shareholders to grant the Board authority to allot the Placing Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares. The Placing, which has not been underwritten, is also conditional upon Admission.

(1) Turnover for Matthew Clark relates to the 12 months to 28 February 2015. Financial Information for Bibendum PLB is derived from Bibendum PLB's unaudited 11 months management account to 28 February 2016 and an estimate of Bibendum PLB's unaudited management accounts for March 2016

Information on Bibendum PLB

Bibendum PLB is one of the largest wine, spirit and beer distributors and wholesalers to the UK on-trade and off-trade, with a particular focus on wine. The business was formed from the acquisition of PLB by Bibendum Wine (formerly Bibendum Wine Holdings Limited) in 2014 and now consists of five separate trading businesses, each focused on different market segments: Bibendum Wine, PLB, Instil Drinks Co., Walker & Wodehouse and The Wondering Wine Company.

Bibendum Wine: Bibendum PLB has historically traded as a wine business selling to both the on-trade and off-trade. Since the acquisition of PLB, Bibendum Wine has transitioned from a wine supplier to a composite wholesaler with an increased focus on spirits and craft beers to meet the needs of its customers. Bibendum Wine's core business is drinks wholesale, and in particular wine. It offers a range of over 4,000 wines and spirits sourced from over 400 suppliers and over 20 different countries with approximately 81 per cent. of its sales from wines. Bibendum Wine has particular strength in old world wines (predominantly European) and has a number of exclusive distribution agreements. In addition to its wine range, Bibendum Wine's sales force are well trained to sell wine and to assist customers with sourcing exclusive wines and provide advice on ranging, enabling the development of bespoke offerings and as a direct result has a more premium customer base. Suppliers value the strength of relationship with the customer base, particularly in London, which accounts for approximately 60 per cent. of Bibendum Wine's revenue from regional customers (i.e. single site customers or customers with multiple sites in close proximity, but excluding national customers) and London is seen as a key market for new product development and premium brands.

Suppliers include a mix of global and niche product manufacturers and brand owners, including some of the largest names in the drinks industry, with some brand distributor agreements in place with the Bibendum PLB's brand agency Instil Drinks Co. in addition to standard sale terms.

PLB: PLB was acquired by Bibendum PLB in October 2014. PLB was founded in 1982, is a consolidator of wine suppliers and in turn manages the supply of wine to the off-trade, incorporating Bibendum Wine's previous off-trade offering. Wine represents approximately 99 per cent. of PLB's sales. PLB sells more than 9 million 9 litre cases of wine and beer per annum to the UK retail trade including high street retailers, specialists and supermarkets and it has built a reputation for trading brands, innovation and wine expertise.

Instil Drinks Co.: Instil Drinks Co. is a small agency business acting for brand owners to increase distribution of beer and spirit brands, for example Estrella Galicia, to both the on-trade and the off-trade.

Walker & Wodehouse: Bibendum PLB acquired Walker & Wodehouse in 2014. The business has a focus on supplying independent wine merchants and regional wholesalers with a number of exclusive products and producers, separate and distinct from Bibendum Wine in the on-trade. Whilst this is a small part of Bibendum PLB it is building the business' skills and capabilities in independent specialist wholesale.

The Wondering Wine Company: The Wondering Wine Company is a supplier of pop-up bars using vintage Citroën H-vans and Airstreams for the sale of wine and premium drinks at major events such as music festivals and sporting occasions.

Across the business, Bibendum PLB offers a range of over 4,000 products, including beers, wines and spirits, sourced from more than 400 suppliers. These products are distributed around the UK under Bibendum PLB's 10-year distribution agreement with DHL Tradeteam. 

Bibendum PLB's product expertise is further delivered through bespoke consumer-led marketing platforms such as (i) 'TasteTest', Bibendum Wine's flavour profiling tool which looks to match different styles of wine to individual preferences and which currently has approximately 45,000 users; (ii) 'Bibendum Prospects', a demographic profiling tool and; (iii) 'Plonk' a tasting and food matching application with over 65,000 downloads across iOS and Google Play.

Bibendum PLB has a highly experienced management team in place, who are expected to remain with the business post‑Acquisition.

In aggregate, Bibendum Wine and PLB are expected to generate approximately 91 per cent. of Bibendum PLB's total revenue for the 12 months ended 31 March 2016. For the 12 months ended 31 March 2015, which included a five month contribution from PLB, Bibendum PLB's audited accounts reported revenue of £223.8 million, an increase of approximately 29 per cent. on the prior year, an adjusted EBITDA (before exceptional items) of £2.49 million and an adjusted profit before taxation of £0.5 million. On a non-adjusted basis, Bibendum PLB reported a statutory loss before taxation of £1.1 million. As at 31 March 2015, Bibendum PLB had gross assets of £94.7 million and net assets of £20.7 million.

Background to and reasons for the Acquisition and the Placing

Conviviality has significant strength and expertise in the drinks market and the potential for further growth. The Group's mission is to satisfy all of its customers who want to drink alcoholic beverages in home or out of the home, whatever the occasion, serving customers directly via retail outlets and indirectly through hospitality and foodservice. The Group aims to be the drinks sector's leading specialist wholesaler and distributor providing suppliers with unparalleled insight and capabilities to develop their brands in the UK and beyond. Conviviality is currently organised around three key business units:

Conviviality Direct: Including Matthew Clark, the UK's largest independent wholesaler to the on-trade, serving over 17,000 outlets from national prestige hotel chains to independent food led pubs and restaurants.

Conviviality Retail: The UK's largest franchised off-licence and convenience chain with over 390 franchisees and more than 600 retail stores including Bargain Booze, Bargain Booze Select Convenience and Wine Rack.

Conviviality Trading: Full service brand agency and activation capability including festivals and events where new products and brands can be developed through the whole life cycle and through to the on-trade and off-trade in a fully connected way.

The integration of Matthew Clark is ahead of schedule with the full executive leadership team now in place and it is the Directors' intention that Bibendum Wine will trade as part of Conviviality Direct, retaining its own branding. It is also the Directors' intention that PLB and Instil Drinks Co. will continue to operate as a standalone business within Conviviality Trading, whilst The Wondering Wine Company will be part of the agency and events businesses of this division, retaining its current brand. Walker & Wodehouse will continue to be part of Bibendum, retaining its own brand. Completion of the Acquisition is expected to add complementary skills in buying and marketing, wine expertise and ranging that strengthens Conviviality's position in the wine market, and a key route to fulfilling Conviviality Direct's strategy to extend its reach in London, the South East and other urban areas, as well as providing new routes to market to the off-trade through PLB.

Bibendum PLB serves approximately 4,000 customers and 8,000 outlets across the on-trade and off-trade. On a pro forma basis, the Acquisition will result in combined sales for the Group as enlarged by Bibendum PLB following completion of the Acquisition ("Enlarged Group") of over £1.4 billion.(1) The enlarged business would be independent of major drinks brands, enabling it to supply an unrestricted selection of products and expertise in key categories to customers who value breadth of range, and offer a compelling route for suppliers to access both on-trade and off-trade retailers.

(1) Turnover for the Group (excluding Matthew Clark) is for to the 12 months to 26 April 2015. Turnover for Matthew Clark relates to the 12 months to 28 February 2015. Turnover for Bibendum PLB is derived from Bibendum PLB's 11 months management account to 28 February 2016 and an estimate of Bibendum PLB's management for March 2016

The Directors believe that the increased scale of the enlarged business will increase its buying power, enabling buying synergies to be achieved. In addition, the Directors believe that there is potential to realise organisational, buying, distribution and revenue synergies from the combination of the businesses.

The Acquisition is expected to be earnings enhancing in the current financial year ending April 2017.

Enlarged Group Strategy, Synergies and Post-Acquisition Plan

Strategy

Post‑Acquisition, Conviviality intends to build on the strengths of the Bibendum Wine and PLB businesses, continuing to operate them as their current brands and propositions. The Company will, however, look to ensure that the opportunities to realise synergies are realised as well as opportunities to effect a group wine buying approach. By building greater scale, the Enlarged Group has the potential to realise lower costs through buying and distribution synergies and improved organisational efficiency.

Synergies

A key part of the integration plan is to conduct a detailed evaluation, immediately post Acquisition, of potential synergies that could be generated from the two businesses and develop a detailed plan to deliver the benefits of these. The Company has significant experience in conducting this level of analysis and delivering the plans to realise the benefits.

Organisational Synergies

It is the Directors' intention that Bibendum PLB's businesses will operate as standalone brands within the Enlarged Group, ensuring that its proposition is maintained and Bibendum PLB customers continue to receive the expertise that they value. It is the Directors' intention for PLB to operate as a standalone business within Conviviality Trading, enabling it to leverage the skills of the Enlarged Group's associated agencies of Catalyst and Instil Drinks Co. which will also be part of this business area. Equally, The Wondering Wine Company will also move to Conviviality Trading to leverage the benefit of the association with Peppermint, the Group's events and bars business. Whilst ensuring the Bibendum PLB businesses and propositions operate as they do currently, it is the intention that the buying functions and certain other operations are leveraged across the Group to improve service to the Group's on-trade and off-trade customers and drive greater efficiency for the group of businesses. As such it is the Directors' intention to establish a wine buying function to benefit the entire group of businesses across both the on-trade and off-trade.

Buying Synergies

It is expected that there will be overlap in suppliers and products, and price differentials between Bibendum PLB and Conviviality. Conviviality will work with suppliers to leverage the efficiencies of supplying a larger group and accessing both the on-trade and off-trade through the Group. Wine ranges are a particular area of opportunity and interest and as such a Group wine strategy will be developed to establish and deliver the potential benefit for Conviviality. Lower cost prices may be achieved by leveraging these price differentials and the increased scale of the Enlarged Group.

Distribution Synergies

Conviviality has a nationwide distribution network operating 16 warehouses and a fleet of more than 260 delivery trucks at a total annual cost of approximately £49 million. Bibendum PLB operates its logistics and distribution through a 10 year agreement with DHL Tradeteam. DHL Tradeteam provide warehouse activity through their depot in Reading and forward trunk stock to Glasgow for customers in Scotland. They additionally use the DHL Tradeteam distribution network to deliver onwards to Bibendum PLB's regional customers. The Directors expect to achieve logistics and distribution synergies from the addition of Bibendum PLB to the Group as part of the Enlarged Group's network strategy.

Incremental revenue generation

Both PLB and Walker & Wodehouse offer a key opportunity for Conviviality Retail to improve its range and offerings to its franchisees as well as providing further routes to market in the independent retail sector. As with the Matthew Clark acquisition, the Conviviality Retail store estate provides an opportunity to sell batches of stock from the end of line on-trade stock by running short term promotional activity in the off-trade market thus increasing overall revenues and franchisee engagement and releasing warehouse capacity.

Post-Acquisition Plan

Conviviality has a comprehensive plan to ensure the success of the Acquisition and the engagement of the teams in the businesses to deliver their respective goals and targets, as well as the opportunities to leverage the best of both businesses.

This plan will continue to be refined after the Acquisition is completed to help ensure that all areas of synergy are well planned and resourced and the benefits realised.

Principal terms of the Acquisition

Bibendum PLB Offer

On 30 April 2016, Conviviality Brands, a wholly owned subsidiary of the Company, made a cash offer to acquire the entire issued share capital of Bibendum PLB (which was unanimously recommended by the board of directors of Bibendum PLB) for a total cash consideration of up to £17.591 per Bibendum PLB share and the assumption of approximately £20.0 million of debt, which values Bibendum PLB at £60.0 million.

The Bibendum PLB Offer is conditional on the passing of the Resolutions and the Admission of the Placing Shares.

The aggregate consideration payable for the Bibendum PLB shares shall be reduced by applying a multiple to the amount by which the adjusted EBITDA of Bibendum PLB for the 12 months to 31 March 2016 is less than £6.665 million by reference to unaudited management accounts to be delivered by Bibendum PLB before completion of the Acquisition.

As at 30 April 2016, being the latest practicable date prior to publication of this announcement, irrevocable acceptances of the Bibendum PLB Offer were received in respect of 100 per cent. of the issued share capital of Bibendum PLB.

Bibendum PLB Deed of Warranty and Indemnity

Certain directors and shareholders of Bibendum PLB, holding in aggregate, 53.8 per cent. of the issued share capital of Bibendum PLB, entered into a Deed of Warranty and Indemnity dated 30 April 2016 with Conviviality Brands pursuant to which they provided warranties and indemnities (including a tax indemnity) and certain parties thereto provided non-competition undertakings and other restrictive covenants to Conviviality Brands. Conviviality Brands is entitled to recover up to £400,000 from such parties pursuant to the Deed of Warranty and Indemnity, subject to limitations on liability which are typical for a transaction of this nature.

The parties to the Deed of Warranty and Indemnity have also agreed to pay to Conviviality Brands, a multiple of the amount by which the adjusted EBITDA of Bibendum PLB for the 12 months to 31 March 2016 is less than the lesser of (a) £6.665 million or (b) the adjusted EBITDA stated in the unaudited management accounts delivered before completion of the Acquisition..

Conviviality Brands has procured a warranty and indemnity insurance policy in the aggregate value of £15 million and will be unable to recover in respect of the first £400,000 of warranty claims (but can seek to claim up to £15 million in aggregate thereafter). Claims under this policy are subject to certain financial limitations and caps and also, in the usual way, to matters fairly disclosed by the warrantors.

Financing of the Acquisition

The Acquisition will be funded by:

· as to £30.0 million from the net proceeds of the Placing; and

· as to £10.0 million from the Revised Facilities.

The Company has secured the agreement of RBS Invoice Finance Limited to extend the Bibendum ID Facilities whereby Bibendum Wine and PLB shall, with effect from completion, retain invoice discounting facilities for up to £30.0 million in aggregate, of which Bibendum Wine and PLB are expected to have drawn down £20.0 million of the Bibendum ID Facilities as at 29 April 2016, the date on which the Bibendum PLB Offer was made.

Pursuant to the Revised Facilities, the Groups' banks have agreed to increase the term and loan facilities procured by the Company from the Banks in September 2015 in respect of the acquisition of Matthew Clark, from £122.5 million to £132.5 million. The additional £10.0 million shall be drawn down on completion of the Acquisition and shall be repayable on the terms of the existing term loan. Post‑Acquisition debt of the Enlarged Group is expected to be approximately £105.0 million, representing 2.33x historic pro‑forma EBITDA (before exceptional items) of £45.0 million. The Directors believe that leverage will fall to comfortably below 2.0x by the end of the current financial year ending April 2017.

Trading Update

The Company continues to trade in line with the Board's expectations.

The Placing

The Company has conditionally raised £32.0 million (before expenses) by way of a proposed placing of 15,609,757 new Ordinary Shares at a placing price of 205 pence per Ordinary Share. The Placing Shares will represent approximately 9.1 per cent. of the Enlarged Share Capital immediately following Admission. The Placing Price represents a discount of approximately 4.0 per cent. to the closing middle market price of 213.5 pence per Ordinary Share on 29 April 2016 (being the latest practicable date prior to announcement of the Acquisition and the Placing).

Upon Admission, the Company's Enlarged Share Capital will comprise 170,848,245 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. This figure of 170,848,245 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of Conviviality under the FCA's Disclosure and Transparency Rules.

The Placing Agreement

Pursuant to the terms of the Placing Agreement, Investec and Zeus Capital have each agreed to act as agents for the Company to use their reasonable endeavours to place the Placing Shares with institutional investors. The Placing is not being underwritten.

The Placing Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 20 May 2016 (or such later time and/or date as the Company, Investec and Zeus Capital may agree, but in any event by no later than 8.00 a.m. on 31 May 2016). If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the placees will be returned to them (at the placees' risk and without interest) as soon as possible thereafter.

The Placing Agreement contains warranties from the Company in favour of Investec and Zeus Capital in relation to, inter alia, the accuracy of the information in the Circular, certain financial information and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Investec and Zeus Capital in relation to certain liabilities it may incur in respect of the Placing. Investec and Zeus Capital have the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to Investec and Zeus Capital in the Placing Agreement, the failure of the Company to comply with any of its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change in (amongst other things) the financial or political conditions in the United Kingdom (which in the opinion of Investec and Zeus Capital, acting in good faith, adversely affects, or makes it inadvisable to proceed with the Placing), any circumstance arising giving rise to a claim under the indemnity or an adverse change in the financial or trading position or prospects affecting the business of the Group (which would make it impractical or inadvisable to proceed with the Placing). The Placing Agreement is not subject to any right of termination after Admission.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 20 May 2016 on which date it is also expected that the Placing Shares will be enabled for settlement in CREST.

Directors' Dealings

Certain Directors of the Company have agreed to acquire Placing Shares at the Placing Price as described below:

(2) David Adams' interests are held by Stafford Place Consulting Limited, a company owned by David's wife and daughter

(3) Andrew Humphreys shall acquire Placing Shares through his self invested personal pension

Irrevocable Undertakings

The Company has received irrevocable undertakings from Shareholders holding, in aggregate, 38,896,745 Ordinary Shares, amounting to 25.1 per cent. of the Issued Share Capital to vote in favour of the Resolutions. This includes an undertakings from each of the Directors who are Shareholders who have irrevocably undertaken to vote in favour of the Resolutions in respect of their own beneficial holdings amounting to, in aggregate, 184,762 Ordinary Shares and representing approximately 0.12 per cent. of the Issued Share Capital.

In addition, Shareholders holding 15,743,385 Ordinary Shares, amounting to 10.1 per cent. of the Issued Share Capital, have provided statements of intent to vote in favour of the Resolutions. In aggregate the Company has received irrevocable undertakings and statements of intent to vote in favour of the Resolutions in respect of 54,640,130 Shares, amounting to 35.2 per cent. of the Issued Share Capital.

Recommendation

The Board considers that the Placing and the passing of the Resolutions are in the best interests of the Company and Shareholders as a whole.

Accordingly, the Board unanimously recommends that the Shareholders vote in favour of the Resolutions as they have irrevocably undertaken to do in respect of their beneficial holdings, amounting, in aggregate, to 184,762 Ordinary Shares, representing approximately 0.12 per cent. of the Issued Share Capital.

Placing Statistics

Expected Timetable of Principal Events

Notes:

1. Reference to times are to London times unless otherwise stated.

2. The dates and times given in this announcement are based on the Company's current expectations and may be subject to change.

3. Any changes to the timetable set out above will be announced via a Regulatory Information Service.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN EXAMINED OR APPROVED BY THE FCA OR THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO EXAMINED OR APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE (DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, IN THE UNITED STATES. 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 WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES UNLESS THE PLACING SHARES ARE REGISTERED UNDER THE US SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. PERSONS RECEIVING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT FORWARD, DISTRIBUTE, MAIL OR OTHERWISE TRANSMIT IT IN OR INTO THE UNITED STATES, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PLACING. 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

THIS ANNOUNCEMENT HAS BEEN PREPARED AND ISSUED BY THE COMPANY AND IS AND WILL BE THE SOLE RESPONSIBILITY OF THE COMPANY. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY INVESTEC OR ZEUS CAPITAL OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, BRANCHES, ADVISERS, CONSULTANTS OR AGENTS OR ANY OTHER PERSON 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 PLACEE, ANY PERSON ACTING ON SUCH PLACEE'S BEHALF OR ANY OF THEIR RESPECTIVE ADVISERS, AND ANY LIABILITY THEREFOR IS EXPRESSLY DISCLAIMED.

No action has been taken by the Company, Investec, Zeus Capital or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction, other than the UK, where action for that purpose is required. 

This Announcement or any part of it does not constitute or form part of an offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

Details of the Placing

The Company has entered into an agreement dated 30 April 2016 with Investec and Zeus Capital (the "Placing Agreement") under which, on the terms and subject to the conditions set out in the Placing Agreement, Investec and Zeus Capital, each as agent for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price. The Placing is not underwritten.

The Placing is conditional, inter alia, upon the approval by Shareholders of the Resolutions to be proposed at the General Meeting which will grant authority to the Directors to allot the Placing Shares and disapply pre-emption rights in respect of the Placing Shares.

The Placing Shares will, when issued, be subject to the articles of association of the Company, be credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared or made in respect of the Ordinary Shares following Admission.

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

Investec and Zeus Capital jointly have the right to terminate the Placing Agreement in certain circumstances, details of which are set out below.

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. Admission is conditional, inter alia, upon certain conditions in the Placing Agreement being satisfied and the Placing Agreement not having been terminated in accordance with its terms.

It is expected that Admission will become effective at 8.00 a.m. on 20 May 2016 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

Investec is acting as nominated adviser and joint broker to the Placing and as agent for and on behalf of the Company in relation to the Placing. Investec is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Investec or for providing advice in relation to the matters described in this Announcement.

Zeus Capital is acting as joint broker to the Placing and as agent for and on behalf of the Company in relation to the Placing. Zeus Capital is regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Zeus Capital or for providing advice in relation to the matters described in this Announcement.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Investec and/or Zeus Capital to participate. Each of Investec and Zeus Capital and any of their respective affiliates is entitled to participate in the Placing as principal.

The price per Placing Share is fixed at 205 pence and is payable to Investec by all Placees.

Each Placee's allocation will be confirmed orally to such Placee by Investec, as agent of the Company and a contract note will be dispatched as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company, Investec and Zeus Capital to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the articles of association of the Company. Except with Investec's and Zeus Capital's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Investec which will confirm the number of Placing Shares allocated, the Placing Price and the aggregate amount owed by such Placee to Investec. The terms of this Appendix will be deemed incorporated in that contract note.

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

Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and subject to the conditions contained in this Appendix and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix.

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

All obligations 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 "Termination of the Placing Agreement".

By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permitted by law and applicable FCA rules, none of (i) Investec, (ii) any of Investec's affiliates, agents, directors, officers, employees or consultants, (iii) to the extent not contained within (i) or (ii), any person connected with Investec as defined in FSMA ((ii) and (iii) being together "affiliates" and individually an "affiliate" of Investec), (iv) Zeus Capital, (v) any of Zeus Capital's affiliates, agents, directors, officers, employees or consultants or (vi) to the extent not contained within (iv) or (v), any person connected with Zeus Capital as defined in FSMA ((v) and (vi) being together "affiliates" and individually an "affiliate" of Zeus Capital) shall have any liability (including, to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing. In particular, none of Investec, Zeus Capital or any of its respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Investec's or Zeus Capital's conduct of the Placing or of such alternative method of effecting the Placing as Investec, Zeus Capital and the Company may agree.

Conditions of the Placing

The obligations of Investec and Zeus Capital under the Placing are conditional, inter alia, upon:

1. none of the warranties on the Placing Agreement being or having become untrue, inaccurate or misleading in any respect at the date of the Placing Agreement or immediately prior to Admission save to the extent Investec and Zeus Capital, in their absolute discretion, consider it is not material in the context of the Acquisition, the Placing and to Admission;

2. the Company complying with its obligations under the Placing Agreement in so far as they are required to be performed prior to Admission;

3. in the opinion of Investec and Zeus Capital, there having been no adverse change in the financial or trading position or prospects of the Group and/or the Target Group which would be likely to prejudice the success of the Placing or which would make it impractical or inadvisable to proceed with the Placing and Admission;

4. the Offer having become unconditional in all respects (other than any conditions therein relating to (i) Admission; and

5. Admission occurring by no later than 8.00 a.m. on 20 May 2016 (or such later date as Investec and Zeus Capital may agree in writing with the Company, being not later than 31 May 2016).

(all conditions to the obligations of Investec and Zeus Capital included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as Investec and Zeus Capital may agree in writing with the Company), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

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

Certain conditions may be waived in whole or in part by Investec and Zeus Capital in their absolute discretion by notice in writing to the Company and Investec and Zeus Capital may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

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

None of Investec, Zeus Capital or any of its respective affiliates, agents, directors, officers, employees or consultants 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Investec and Zeus Capital.

Termination of the Placing Agreement

Investec and Zeus Capital may jointly terminate the Placing Agreement at any time prior to Admission if, inter alia:

1. there shall develop, occur or come into effect any substantial change in national or international political, military, diplomatic, terrorist, monetary, industrial, economic, financial or stock market conditions which would be likely to prejudice the success of the Placing or which would make it impracticable or inadvisable to proceed with the Acquisition or the Placing or with Admission; or

2. there has been an adverse change in the financial or trading position or prospects of the Enlarged Group which in the opinion of Investec and Zeus Capital, acting in good faith, would be likely to prejudice the success of the Placing or which would make it impractical or inadvisable to proceed with the Acquisition, the Placing or with Admission; or

3. the Company fails to comply in any material respect with its obligations under the Placing Agreement, the Offer Document and/or the Banking Documents or with the requirements of any laws or regulations (including the AIM Rules) in relation to the Acquisition or the Placing or Admission; or

4. any fact, matter or circumstance has arisen which constitutes or may constitute a material breach of any of the warranties contained in the Placing Agreement or which indicates that any of the warranties contained therein has become or may become materially untrue, inaccurate or misleading in the context of the Acquisition, the Placing and/or Admission by reference to the facts and circumstances subsisting from time to time up to and including Admission; or

5. any statement contained in any of the Placing Documents has become untrue, inaccurate or misleading which Investec and Zeus Capital (acting reasonably) consider to be material in the context of the Placing and/or Admission or matters have arisen which would, if the Placing Documents were issued at that time, constitute an omission therefrom which Investec and Zeus Capital (acting reasonably) consider to be material in the context of the Placing and/or Admission and such matter may not be addressed by the publication of a further document or the making of an announcement.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Appendix shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with Investec and Zeus Capital that the exercise by Investec or Zeus Capital of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of Investec or Zeus Capital or for agreement between Investec or Zeus Capital (as the case may be) and that neither Investec or Zeus Capital need make any reference to such Placee and that none of Investec, Zeus Capital or any of their respective affiliates, agents, directors, officers, employees or consultants shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees with the Company, Investec and Zeus Capital that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Investec of a contract note confirming each Placee's allocation and commitment in the Placing.

No prospectus

No prospectus or offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and subject to any further terms set forth in the contract note to be sent to individual Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Investec, Zeus Capital or the Company or any other person and none of Investec, Zeus Capital, the Company or any other person acting on such person's behalf nor any of their affiliates, agents, directors, officers, employees or consultants has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Investec will act as settlement agent in respect of the Placing.

Settlement of transactions in the Placing Shares (ISIN: GBøøBC7HSF74) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Investec reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in Investec's opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Following the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with Investec, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Investec and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with Investec.

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

It is expected that settlement will take place on 20 May 2016 in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Investec.

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

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.

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

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees with Investec and Zeus Capital (for themselves and as agent on behalf of the Company) that (save where Investec and Zeus Capital expressly agree in writing to the contrary):

1. it has read and understood this Announcement (including this Appendix) and any other Placing Documents in their entirety and its acquisition of the Placing Shares is subject to the terms and conditions of the Placing as referred to and included in this Appendix;

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

3. the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

4. (i) it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing; (ii) none of Investec, Zeus Capital or the Company nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf has provided, or will provide, it with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested Investec, Zeus Capital or the Company nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf to provide it with any such information;

5. the content of this Announcement is exclusively the responsibility of the Company and that none of Investec or Zeus Capital nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;

6. none of Investec, Zeus Capital or the Company nor any of their respective affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf has made any representations to it, express or implied, with respect to the accuracy, completeness or adequacy of any Exchange Information and each of them expressly disclaims any liability in respect thereof (save that nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation);

7. the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and that it has not received or relied on any information given, or any representations, warranties or statements made, by Investec, Zeus Capital or the Company nor any of their affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf and none of Investec, Zeus Capital or the Company nor any of their affiliates, agents, directors, officers, employees or consultants or any person acting on its or their behalf will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Appendix;

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

9. it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Appendix on the due time and date set out herein or in the relevant contract note, failing which the relevant Placing Shares may be placed with other placees or sold at such price as Investec and Zeus Capital determine;

10. it and/or each person on whose behalf it is participating: (i) is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

11. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

12. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland or New Zealand and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

13. (i) the Placing Shares have not been and will not be registered under the US Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the US Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act;

14. it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (High net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA ("Qualified Investor"), being a person falling within Article 2.1(e) the Prospectus Directive. For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

15. 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 section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither Investec nor Zeus Capital has approved this Announcement in their capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

16. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of FSMA in respect of anything done in, from otherwise involving the United Kingdom);

17. it will not make any offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA prior to Admission, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the EEA);

18. it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, as described in section 86(2) of FSMA;

19. 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 and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (ii) it is and will remain liable to the Company, Investec and/or Zeus Capital 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);

20. no action has been or will be taken by any of the Company, Investec, Zeus Capital or any of their respective affiliates or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

21. it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (together, the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

22. it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, section 118 of FSMA and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

23. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

24. it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of Investec, Zeus Capital or the Company nor any of their respective affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company, Investec and Zeus Capital on an after-tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of Investec who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

25. none of Investec, Zeus Capital nor any of their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

26. none of Investec, Zeus Capital, its respective affiliates and any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Investec or Zeus Capital and neither Investec or Zeus Capital has any duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. In addition, any payment by it will not be treated as client money governed by the rules of the FCA;

27. in order to ensure compliance with the Money Laundering Regulations 2007, Investec, Zeus Capital (each for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Investec, Zeus Capital or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Investec's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Investec's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Investec, Zeus Capital (each for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Investec and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

28. Investec, Zeus Capital and each of its respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Investec, Zeus Capital and/or any of their respective affiliates acting as an investor for its or their own account(s). None of Investec, Zeus Capital or the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

29. these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, Investec or Zeus Capital in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

30. the Company, Investec and Zeus Capital (including each of their respective affiliates, agents, directors, officers, employees and consultants) will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to Investec and Zeus Capital, each on its own behalf and on behalf of the Company, and are irrevocable;

31. it irrevocably appoints any duly authorised officer of each of Investec and Zeus Capital as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Appendix;

32. (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) 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; and (iii) 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;

33. if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

34. time is of the essence as regards its obligations under this Appendix;

35. 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 Investec or Zeus Capital;

36. it will be bound by the terms of the articles of association of the Company;

37. the Placing Shares will be issued subject to the terms and conditions of the Placing Agreement and this Appendix; and

38. its commitment to subscribe for Placing Shares on the terms set out in this Appendix and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that it will have no right to be consulted or require that their consent be obtained with respect to the Company's, Investec's or Zeus Capital's conduct of the Placing.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, and Investec and Zeus Capital and each of their respective affiliates, agents, directors, officers, employees and consultants 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by the Company, and Investec and Zeus Capital and each of their respective affiliates, agents, directors, officers, employees and consultants arising from the performance of the Placee's obligations as set out in this Appendix, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company, Investec nor Zeus Capital shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Investec or Zeus Capital accordingly. 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 United Kingdom 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 and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Investec and Zeus Capital in the event that either the Company, Investec and/or Zeus Capital have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of Investec and Zeus Capital for itself and on behalf of the Company and are irrevocable and will survive completion of the Placing.

Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that Investec and Zeus Capital do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with Investec or Zeus Capital, any money held in an account with Investec on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. Each Placee acknowledges and agrees 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 Investec's money in accordance with the client money rules and will be used by Investec in the course of its own business; and the Placee will rank only as a general creditor of Investec.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

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

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

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.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

DEFINITIONS

In addition to the terms previously defined, the following definitions apply throughout this Appendix unless the context otherwise requires:

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

"AIM Rules" the AIM rules for Companies, incorporating guidance notes, published by the London Stock Exchange as at the date of this Announcement;

"Announcement" this announcement;

"Appendix" this appendix to the Announcement;

"EEA" European Economic Area;

"Form of Acceptance" the form of acceptance and authority relating to the Offer;

"FSMA" the Financial Services and Markets Act of 2000 (as amended);

"Investec" Investec Bank plc, a company incorporated in England and Wales with registered number 489604;

"London Stock Exchange" London Stock Exchange plc;

"Offer" the recommended cash offer by the Company to acquire the issued and to be issued share capital of Bibendum PLB (Topco) Limited on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance;

"Offer Document" the offer document to be despatched to certain shareholders of Bibendum PLB (Topco) Limited in connection with the Offer;

"Placee" a person who participates in the Placing;

"Placing Documents" together the Presentation, this Announcement and the Circular;

"Presentation" the presentation by the Company in the marketing of the Placing to institutional investors;

"Target Group" Bibendum PLB (Topco) Limited and all its subsidiary undertakings;

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;

"United States" or "USA" United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction;

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

"Zeus Capital" Zeus Capital Limited, a company incorporated in England and Wales with registered number 4417845.

CJS/CJS/327528/20/UKM/75698145.5