Proposed Fundraising to Raise up to £30.5 million

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

THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN K3 CAPITAL GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

K3 CAPITAL GROUP PLC

("K3", the "Company" and including its subsidiaries, the "Group")

Proposed Acquisition of randd uk limited ("randd")

and

Proposed Vendor Placing, Company Placing, Primary Bid Offers and Subscription to raise up to £30.5 million

K3 Capital Group plc, a leading business and company sales specialist in the UK, is pleased to announce its intention to raise gross proceeds of up to £30.5 million, by means of a vendor placing to institutional and other investors (the "Vendor Placing"), a Company placing to institutional and other investors, (the "Company Placing"), a direct subscription with the Company (the "Subscription") and offers to retail and other investors via the PrimaryBid platform (the "PrimaryBid Offers") (the PrimaryBid Offers, the Vendor Placing, the Placing and the Subscription together being the "Fundraising"), of up to 20,333,333 new ordinary shares of 1p each in the Company (the "New Ordinary Shares"), in each case at a price of 150 pence per share ("Issue Price"). The Company has conditionally agreed to acquire the entire issued and to be issued share capital of randd (the "Acquisition"), a UK based private company specialising in securing research and development ("R&D") tax credits for clients, for a cash free, debt free initial consideration of £9.27 million, in addition to a maximum earn out of £7.5 million. randd adds a highly complementary capability set to K3 which, allows K3 to diversify into a synergistic market whilst providing both companies with cross selling opportunities. The remainder of the proceeds from the Fundraising will be used by the Company for further acquisitions and to satisfy fees payable in relation to the Fundraising and the Acquisition.

finnCap Ltd ("finnCap") has conditionally procured subscribers for the Vendor Placing Shares subject to the terms and conditions set out in the Appendix to this announcement (which Appendix forms part of this announcement, and such announcement and its Appendix together being this "Announcement"). The Company Placing will be conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. The Company Placing is subject to the terms and conditions set out in the Appendix to this Announcement. 

It is proposed that the shares the subject of the Vendor Placing, Initial Consideration Shares not subject to the Vendor Placing and shares to be issued pursuant to the Subscription will together comprise of 6,198,521 New Ordinary Shares that will be allotted pursuant to existing authorities and powers to allot shares on a non-pre-emptive basis and will be admitted to trading on AIM on 1 July 2020 (the "First Admission"). The allotment of the balance of shares (if any) to be issued in connection with the Fundraising will be subject to, amongst other things, Shareholder's approval, with a circular to Shareholders (including a notice of general meeting) expected to be despatched on or around 30 June 2020. Such shares are expected, subject to the passing of the resolutions ("Resolutions") at the Company's general meeting, to be admitted to trading on AIM at 8.00 am on 20 July 2020 (the "Second Admission").

The Vendor Placing and Company Placing are being conducted by finnCap. The Vendor Placing is to be underwritten by finnCap. None of the Company Placing, the Subscription or PrimaryBid Offers are to be underwritten. 

The final number of New Ordinary Shares to be issued pursuant to the Company Placing will be agreed by finnCap and the Company at the close of the Bookbuild, and the results of the Fundraising will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of New Ordinary Shares shall be at the absolute discretion of finnCap, in consultation with the Company. The Company and finnCap reserve the right to issue and sell a greater or lesser number of shares through the Company Placing.

Fundraising highlights

• Vendor Placing to raise £6.95 million for the sellers of randd ("Sellers") through the issue of 4,633,891 New Ordinary Shares (the "Vendor Placing Shares"), including 80,000 New Ordinary Shares to certain Directors of the Company.

• Private subscription at the Placing Price for 20,000 New Ordinary Shares (the "Subscription Shares") by John Rigby, Chief Executive Officer, taking aggregated Director participation in the Fundraising to 100,000 New Ordinary Shares.

• Further placing of up to 15,346,109 New Ordinary Shares ("Company Placing Shares") at the Placing Price to raise £23.02 million for the Company.

• Offers to retail and other investors via the PrimaryBid Offers of up to 333,333 New Ordinary Shares to raise £0.50 million ("PrimaryBid Shares").

• The Vendor Placing, Initial Consideration Shares not subject to the Vendor Placing and Subscription are conditional, inter alia, upon completion of the Acquisition and First Admission.

• The Company Placing and PrimaryBid Offers are conditional, inter alia, upon shareholder approval, completion of the Acquisition and First Admission.

Acquisition highlights

• randd is an established growing and profitable business, with high levels of recurring revenue and strong client retention.

• For the financial year ended 31 July 2019, randd generated revenue of £4.25 million and normalised* EBITDA of £2.11 million, representing a c50% normalised* EBITDA margin.

• The initial consideration of £9.27 million to be satisfied by the issue of 6,178,521 New Ordinary Shares of 1p each in the Company (the "Initial Consideration Shares"). 4,633,891 of these Initial Consideration Shares will be placed with investors on behalf of the Sellers at 150p per share through the Vendor Placing.

• randd's existing growth profile can be accelerated under K3 ownership using the Company's direct marketing strategy.

• The Acquisition allows K3 to diversify into a complementary market and provide both companies with cross selling opportunities.

• The Acquisition is expected to be immediately earnings enhancing.

• The Acquisition is conditional upon but will complete immediately prior to First Admission. 

* Normalised EBITDA is unaudited and is stated before the impact of certain non-recurring items.

John Rigby, K3's CEO, commented,

"I am delighted to announce the details of our first acquisition as we welcome randd and their team to Group. In randd we have identified a business with quality at its core and one which we believe will continue to flourish under the K3 banner as we build upon the strong foundations put in place by the shareholders, directors and wider team over a successful 12 year trading history.

We look forward to continuing with our strategy to build a wider group of growing and complementary professional services businesses to provide UK SME's with high quality advice across specialist disciplines."

This Announcement contains inside information for the purposes of Article 7 of MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

For further information, please contact:

About K3 Capital

K3 Capital Group plc is a leading business sales and brokerage firm headquartered in Bolton with operations throughout the UK. It acts for vendors of businesses across a wide range of enterprise values through its three trading subsidiaries Knightsbridge, KBS Corporate, and KBS Corporate Finance. K3, through its trading subsidiaries, has received a number of adviser awards, most recently achieving the number 1 position in the 2019 Refinitiv Mid-Market M&A Review.

K3 Capital operates a disruptive business model with a direct marketing approach to client acquisition, using incentivised and experienced salespeople rather than advisory teams, while its highly visible online presence and proprietary online business valuation portal generates further leads. This innovative model, combined with a continuing strategy towards targeting higher value clients, are key drivers for growth and profitability.

The Group also offers all clients fully contingent and/or inclusive legal fees through its partner relationships with local and national law firms.

K3 Capital Group trades on the London Stock Exchange (AIM: K3C.L), having listed on 11 April 2017. Please visit www.k3capitalgroupplc.com for more information.

About randd

Founded in 2008, randd is a midlands-based specialist, advising clients on Research and Development Tax Credit (RDTC) claims. RDTCs are a form of relief given from the government to businesses that pave the way in scientific or technical advancements. Depending on the size of a company, there are a number of different qualifying processes and ways of claiming eligible relief. Rand charges its customers a percentage of the R&D tax credit, contingent on a successful claim.

In the 12 months to 30 April 2020 randd had a client base of 588 and historically has had an 100% success rate in claiming RDTCs for their clients. It is headquartered in Derby.

To find out more visit: https://www.randd.uk.com

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below and the Appendix to this Announcement (which forms part of this Announcement) which 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, confirmations, acknowledgements and undertakings contained in the Appendix.

1. Background to the Fundraising

Pursuant to the Fundraising, the Company proposes to raise up to £30.5 million (before expenses), in part to fund the Acquisition and to satisfy fees payable in relation to the Fundraising and the Acquisition. In addition, the Board has "market mapped" the corporate recovery and insolvency market, which it considers to be an attractive and complementary market, and are currently in discussion with a number of target acquisitions. The Company would expect to be able to secure one of these acquisitions at a c.6x forward EBITDA multiple. Based upon securing and completing their favoured acquisitions within the expected timeline and applying certain assumptions regarding the quantum of the various earn outs and associated share issuances, in line with the Company's stated dividend policy it would expect to deliver a yield of 4.1% in the financial year ended 31 May 2020 (including the interim dividend already paid), 5.6% in the financial year ending 31 May 2021, 8.0% in the financial year ending 31 May 2022 and 10.2% in the financial year ending 31 May 2023. The dividend yield calculation assumes a placing price of 150 pence, calculated off the assumed weighted average number of shares in issue and does not include dilution from share schemes.

2. Background to and reasons for the Acquisition

K3 is pleased to announce that it has conditionally agreed to acquire the entire issued and to be issued share capital of randd. The initial consideration of £9.27 million plus surplus cash will be satisfied through the issue of 6,178,521 Initial Consideration Shares, of which 4,633,891 are proposed to be placed with investors through the Vendor Placing.

The Initial Consideration Shares not sold in the Vendor Placing are subject to a 2 year lock-in, followed by a 12 month orderly market agreement.

The earn out is forecast to be £2.32 million payable over 3 years with mechanisms to increase or decrease subject to certain performance criteria. The earn out is capped at £7.5 million and is payable in cash and shares as follows:

- FY21: 60% cash, 40% shares

- FY22: 70% cash, 30% shares

- FY23: 80% cash, 20% shares

Earn out shares are subject to a 2 year lock-in for FY21 and a 1 year lock-in for FY22.

The Acquisition is expected to be immediately earnings enhancing and randd's existing growth profile can be accelerated under K3 ownership. The Acquisition allows K3 to diversify into a complementary market and provide both companies with cross selling opportunities.

An LTIP will be set up to incentivise key management of randd and align their goals with K3.

Completion of the Acquisition will occur immediately prior to First Admission, which is expected to occur on 1 July 2020.

R&D tax claims market

The performance of the R&D tax claims market is directly correlated to corporate R&D expenditure across the UK. R&D expenditure across UK companies has consistently grown for many years as the UK looks to fund cutting edge technologies and products.

Total R&D expenditure used to claim R&D tax credits has grown from c. £1 billion to over £30 billion in the period 2000-2001 to 2017-20181. In this period, over 300,000 tax claims have been made and £26.9 billion of relief claimed1. However, despite these figures, around two thirds of eligible businesses are missing out on R&D tax relief having never made a claim2.

In addition, during the spring Budget, the Government announced their plans to increase public R&D investment.3

1Source: HMRC- R&D Tax Credit Statistics October 2019)

2 www.smallbusiness.co.uk- why small businesses are missing out on millions in R&D tax credit, May 2019

3 www.ft.com- Research and development investment to rise to record £22bn, March 2020

Growth Accelerators

Cross-selling opportunities exist from both perspectives. On one side, randd provides companies with an initial service, which is relatively easy to implement and may provide a doorway into K3's wider offering. For existing businesses on the K3 database, the attraction is an additional form of revenue for companies which may not have thought about R&D tax credits.

The opportunity for K3 revolves around implementing its direct marketing approach, which has the potential to provide significant upside from a proven, data-led marketing, sales and proprietary CRM system. K3's marketing engine and national sales force can accelerate randd's already strong growth plans, which include expansion into the accounting profession as a means of introductions.

Acquiring a stable and high quality revenue base

randd has a high level of recurring revenue, with 70% of its revenue being of a recurring nature, where contracts are typically signed for a duration of up to 5 tax years. randd will provide a complementary revenue base to the current Group's revenue model of (1) non-contingent fees paid upon commencement of contracts and (2) transaction fees payable on the completion of a transaction.

Financial information on randd

*Normalised EBITDA is unaudited and is stated before the impact of certain non-recurring items.

randd had gross assets of £4.46 million and net assets of £3.50 million as at 31 July 2019, of which £2.28 million was cash (unaudited) and profit before tax of £2.50 million (unaudited).

3. Current trading update

The year ended May 2020 closed in-line with full year expectations with revenue of £15.0 million and EBITDA of £6.8 million. Cash on the balance sheet as of 31 May 2020 was £8.3 million.

As announced on 25th March 2020, a cost reduction exercise ensured monthly overheads were reduced by c.70% from April 2020. This was achieved through the use of the furlough scheme and salary sacrifices.

New client mandates slowed during lockdown as sales staff were unable to visit client's premises, however, transition to Zoom consultations is underway and generating client mandates. The execution of existing pipeline deals has slowed during lockdown although buyer activity and deal completions are still taking place.

The Board remain confident in the medium and long-term outlook for the Company and as such still intend to recommend a final dividend for the year ended 31 May 2020.

The Board continue to actively look at acquisition target of complementary professional services businesses as they consider ways to further diversify the Company's revenue streams.

4. Details of the Fundraising

The Vendor Placing to raise £6.95 million is being used to allow the Sellers to realise cash in respect of part of the Initial Consideration Shares due to them in connection with the Acquisition. Directors of the Company and their connected persons are subscribing within for collectively £0.12 million. The Company Placing and PrimaryBid Offers are expected to raise up to a further £23.52 million to provide the Company with cash reserves to make further acquisitions and cover adviser fees and other costs incurred by the Company in connection with the Acquisition and the Fundraising. Finally, John Rigby has taken part in the Fundraising via the Subscription raising a further £0.03 million.

Under the terms of a placing agreement entered into between finnCap, the Company and the Sellers dated 29 June 2020 (the "Placing Agreement"), finnCap has procured subscribers for the Vendor Placing Shares and the Company Placing Shares.

The New Ordinary Shares will, following First Admission and Second Admission, as applicable, rank pari passu with the existing issued Ordinary Shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following First Admission and Second Admission, respectively.

The Vendor Placing and Company Placing, which are subject to the terms and conditions set out in the appendix to this Announcement, are conditional upon, inter alia, the relevant conditions in the Placing Agreement being satisfied or, where capable of waiver, waived and the Placing Agreement not having been terminated in accordance with its terms. Application has been made to the London Stock Exchange for the Vendor Placing Shares to be admitted to trading on AIM. It is expected that: (i) the Vendor Placing Shares, the Initial Consideration Shares not subject to the Vendor Placing and the Subscription Shares will be admitted to trading on AIM and that dealings will commence at 8.00 a.m. on 1 July 2020, or, in any case by such time and/or date as the Company and finnCap may agree, being not later than 15 July 2020 ("First Long Stop Date") and (ii) the Company Placing Shares and PrimaryBid Shares will be admitted to trading on AIM and that dealings will commence at 8.00 a.m. on 20 July 2020 or, in any case, by such later time and/or date as the Company and finnCap may agree, being not later than 3 August 2020 ("Second Long Stop Date"). .

The allotment and issue of the Vendor Placing Shares, Initial Consideration Shares not subject to the Vendor Placing and the Subscription Shares will not exceed the Company's existing authorities. Therefore, no shareholder approval is required. The allotment and issue of the Company Placing Shares and the shares subject of the PrimaryBid Shares are conditional upon Shareholder approval.

5. PrimaryBid Offers

PrimaryBid intends to conduct offers for subscription on behalf of the Company on the terms set out in a separate announcement to be made by the Company immediately after this Announcement.

The PrimaryBid Offers are conditional upon (amongst other things) the Placing Agreement not having been terminated and Second Admission occurring on or before 8.00 a.m. on 20 July 2020 (or such later date and/or time as finnCap and the Company may agree, being no later than the Second Long Stop Date).

finnCap is playing no role in connection with the PrimaryBid Offers.

6. Director participation in the Fundraising

Director/PDMR Shareholdings

The following Directors/PDMRs and their connected persons have subscribed for an aggregate of 100,000 New Ordinary Shares pursuant to the Vendor Placing and Subscription as set out below.

*of which 3,333 New Ordinary Shares are to be subscribed for by his wife Elizabeth Ford.

Related Party Transactions

Each of the Directors participating in either the Subscription or Vendor Placing, as applicable, at the Placing Price, as set out above, are a related party of the Company pursuant to Rule 13 of the AIM Rules for Companies. The Company's independent director (being Andy Melbourne) considers, having consulted with the Company's nominated adviser, finnCap, that the terms upon which each Director is participating in the Vendor Placing or Subscription, as applicable, is fair and reasonable insofar as the Company's shareholders are concerned.

Premier Miton, a substantial shareholder in the Company as defined in the AIM Rules for Companies (and therefore a related party of the Company for the purposes of the AIM Rules for Companies) has subscribed for 1,081,449 Vendor Placing Shares at the Placing Price. The Company's independent directors consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Premier Miton is participating in the Vendor Placing is fair and reasonable insofar as the Company's shareholders are concerned.

Concert Party

Tony Ford, John Rigby, Andrew Melbourne, Simon Daniels, Matthew Clancy and Stuart Lees, together with their respective families and other connected persons are deemed to be acting in concert and regarded by the Takeover Panel to be members of the concert party detailed in the Company's admission document dated 6 April 2017 ("Admission Document") (the "Concert Party"). The Admission Document sets out a summary of the provisions of Rule 9 of the Code and its application to the Concert Party.

Following the First Admission, the Concert Party will remain the holders in aggregate of not less than 30 per cent., but not more than 50 per cent. of the Company's issued share capital and the percentage of shares carrying voting rights in the Company in which the Concert Party is interested will decrease as a result of the enlargement of the issued share capital. Following Second Admission, the Concert Party will be holders in aggregate of less than 30 per cent., of the Company's issued share capital. With the exception of the exercise of share options previously granted to Andrew Melbourne (as explained in the Admission Document), any further acquisitions of interests in shares by a member of the Concert Party such that the Concert Party would in aggregate come to hold shares representing 30 per cent. or more of the voting rights in the Company will be subject to the provisions of Rule 9 of the Code

The respective resultant shareholdings holdings of each Concert Party member following First Admission and Second Admission are outlined in the table below:

* Excluding options over a maximum entitlement of 217,020 Ordinary Shares of 1 penny each in the Company.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Important notice

This Announcement has been prepared in accordance with English law, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

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

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made by finnCap or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by finnCap or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on finnCap by the Financial Services and Markets Act 2000 ("FSMA") or by the regulator regime established under it, no responsibility or liability is accepted by either finnCap or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Fundraising.

The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

There is no intention to register any portion of the Placing Shares or the Subscription Shares in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Prospectus Directive 2003/71/EC, as amended from time to time, including by Directive 2010/73/EC to the extent implemented in the relevant member state and includes any relevant implementing directive measure in any member state (the "Prospectus Directive") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Members of the public are not eligible to take part in the Fundraising. This Announcement and the terms and conditions set out in the Appendix are for information purposes only and are directed only at: (a) persons in Member States of the Economic European Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investments professional" in article 19(5) 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) persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons"). This Announcement and the Appendix must not be acted on or relied on by persons who are not Relevant Persons.

This Announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions and any state or other jurisdiction of the United States). This Announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The securities referred to in this Announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or the securities laws of any state of the United States or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.  

Cautionary Statements

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", "envisages", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: a condition to the Fundraising (or any part of it)not being satisfied, expected cost savings not being realised, changing demands of consumers, changing business or other market conditions, and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this Announcement. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap.

The Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

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.

finnCap

finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is appointed as the Company's nominated adviser and Bookrunner only and is therefore (without prejudice to its obligations to the Sellers under the Placing Agreement) acting only for the Company in connection with the matters described in this Announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of finnCap or advice to any other person in relation to the matters contained herein. Neither finnCap nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this Announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/ 65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares being the subject of the Placing have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN 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"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN K3 CAPITAL GROUP PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND 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 SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THE TERMS AND CONDITIONS CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner 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 the Terms and Conditions or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, the Republic of South Africa or 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.

All offers of the Placing Shares in the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

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 these Terms and Conditions. Any representation to the contrary is a criminal offence in the United States. 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 for the South Africa 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 offering in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan. 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, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions should seek appropriate advice before taking any action.

The Terms and Conditions should be read in their entirety.

Details of the Placing Agreement and the Placing Shares

The Bookrunner has entered into (or, for those Placees receiving the Announcement in draft form in connection with the Vendor Placing, will shortly be entering into) a placing agreement (the "Placing Agreement") with the Company and the Selling Shareholders (as defined in the Placing Agreement) under which, on the terms and subject to the conditions set out in the Placing Agreement, the Bookrunner, as agent for and on behalf of the Company and the Selling Shareholders, has conditionally procured subscribers for the Vendor Placing Shares and conditionally agreed to use its reasonable endeavours to procure Placees for the Company Placing Shares.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares and each Placee agrees to be bound by the memorandum and articles of association of the Company (as amended from time to time) following their acquisition of Placing Shares.

Bookbuilding Process

The Bookrunner is acting as the Company's agent in respect of this Placing. The Bookrunner will determine who is invited to participate in the Placing and, of those who chose to participate (a "Placee"), the extent of such participation (which will not necessarily be the same for each Placee).

Commencing today, the Bookrunner will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuilding Process"). The Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, the Bookrunner will be entitled to effect the Placing (or any part of it) by such alternative method to the Bookbuilding Process as it may determine. In particular, it is envisaged that Placees participating in the Vendor Placing will commit to participate in the Placing outside the Bookbuilding Process, pursuant to a Recorded Commitment (as defined below) and on the basis of the Announcement (to be sent to them in final draft form) and these Terms and Conditions.

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

A bid to participate in the Placing (whether in the Bookbuilding Process or otherwise) will be made on the terms and conditions in the Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner's consent, will not be capable of variation or revocation after it has been confirmed in a Recorded Commitment (as defined below).

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than close of business on 29 June 2020, but may be closed at such earlier or later time as the Bookrunner may, in its absolute discretion (after consultation with the Company), determine. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

To the fullest extent permissible by law, neither:

(a) the Bookrunner;

(b) any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor

(c) to the extent not contained within (a) or (b), any person connected with the Bookrunner as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the Bookrunner),

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Bookrunner may determine.

By participating in the Placing (such participation to be confirmed in a recorded telephone conversation with the Bookrunner), each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be participating and acquiring Placing Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Bookrunner that:

1. it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares

that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

3. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions; and

4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and

5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the Financial Conduct Authority ("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 the Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of the Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Bookrunner or the Company or any other person and none of the Bookrunner, the Company nor any other person acting on such person's behalf nor any of their respective affiliates 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. 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. No Placee should consider any information in the Announcement or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Application for admission to trading

Application has (in respect of the Vendor Placing Shares) and will (in respect of the Company Placing Shares) be made to the London Stock Exchange for admission to trading on AIM.

It is expected that First Admission will take place on or around 8.00 a.m. on 1 July 2020 and that dealings in the Vendor Placing Shares on AIM will commence at the same time.

It is expected that Second Admission will take place on or around 8.00 a.m. on 20 July 2020 and that dealings in the Company Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1. The Bookrunner is acting as bookrunner to the Placing, as agent for and on behalf of the Company and the Selling Shareholders.

2. Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by the Bookrunner to participate. The Bookrunner and any of its affiliates may participate in the Placing as principal.

3. The price per Placing Share (the "Placing Price") is fixed at £1.50 and is payable to the Bookrunner (as agent for the Company and the Selling Shareholders) by all Placees.

4. The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Company Placing.

5. Each Placee's allocation and whether such Placee participates in the Company Placing and/or the Vendor Placing has or will be determined by the Bookrunner in its discretion following consultation with the Company and has or will be confirmed orally by the Bookrunner.

6. Each Placee's commitment will be confirmed in and evidenced by either (i) a recorded telephone call or (ii) email correspondence, in either case between representatives of the Bookrunner and the relevant Placee (the "Recorded Commitment"). These Terms and Conditions will be deemed incorporated into the contract which is entered into by way of the Recorded Commitment and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made and, except with the Bookrunner's prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Commitment.

7. From the end of the relevant Recorded Commitment, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner (as agent for the Company and the Selling Shareholders), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.

8. The Bookrunner reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. The Bookrunner also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Bookrunner.

9. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

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

11. 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".

12. By participating in the Placing, each Placee agrees 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.

13. To the fullest extent permissible by law and applicable FCA rules, neither:

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither the Bookrunner nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunner, the Company and (if applicable) the Selling Shareholders may agree.

Registration and settlement

By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00BF1HPD20) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Bookrunner and is expected to occur on 1 July 2020 for the Vendor Placing Shares and 20 July 2020 for the Company Placing Shares (the "Settlement Dates"). However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Bookrunner may agree that the Placing Shares should be issued in certificated form. The Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by the Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Bookrunner's own 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 Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant 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.

Conditions of the Placing

The obligations of the Bookrunner in respect of the Vendor Placing are conditional upon inter alia:

The obligations of the Bookrunner in respect of the Company Placing are conditional upon inter alia:

(all conditions to the obligations of the Bookrunner included in the Placing Agreement being together, the "conditions").

If any of the conditions is 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 the Company and the Bookrunner may agree), 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" below and will not be capable of rescission or termination by it.

The Bookrunner may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (e) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

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

Neither the Bookrunner nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company nor any Selling Shareholders 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 the Bookrunner.

Termination of the Placing

Save as set out below, the Bookrunner may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Second Admission if, inter alia:

Once First Admission has occurred, the Bookrunner will have no right to terminate any of its obligations under the Placing Agreement with regard to the Vendor Placing, but may at any time up to Second Admission terminate its obligations under the Placing Agreement as regards the Company Placing.

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

If the Placing Agreement is terminated in accordance with its terms at any time after First Admission but prior to Second Admission, the rights and obligations of each Placee in respect of the Company Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof, but for the avoidance of doubt the rights and obligations of any Placee in respect of the Vendor Placing shall not be capable of termination at any time after First Admission.

By participating in the Placing, each Placee agrees with the Company, the Selling Shareholders and the Bookrunner that the exercise by the Company or the Bookrunner or any Selling Shareholder of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company, the Bookrunner or the Selling Shareholder(s) or for agreement between the Company, the Bookrunner and/or the Selling Shareholder(s) (as the case may be) and that none of the Company, the Bookrunner nor any Selling Shareholder need make any reference to such Placee and that none of the Company, the Bookrunner nor any Selling Shareholder nor any of their respective affiliates, agents, advisers, directors, officers or employees 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 agreeing with the Bookrunner as agent of the Company and the Selling Shareholders to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and the Bookrunner, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing will 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 in any other circumstances.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where the Bookrunner expressly agrees in writing to the contrary):

1. it has read and understood these Terms and Conditions in their entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in the Announcement and the Publicly Available Information;

2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

3. the New Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 (the "MAR")), 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 it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4. it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and none of the Bookrunner, the Company, any Selling Shareholder nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement or the Publicly Available Information; nor has it requested the Bookrunner, the Company, any Selling Shareholder or any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

5. neither the Bookrunner nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for any fraudulent misrepresentation made by that person;

6.

7. the content of the Announcement and the other Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Bookrunner nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement contained in the Announcement or the other Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Announcement, the other Publicly Available Information or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;

8. it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Bookrunner determines;

9. it and/or each person on whose behalf it is participating:

10. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, 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, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

11. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

12. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

13. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

14. it understands that:

15. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

16. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

17. it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

18. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

19. if located in the United States, it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

20. it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of them, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

21. none of the Bookrunner, its affiliates and any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

22. it will make payment to the Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the First Settlement Date and/or Second Settlement date, as applicable, failing which the relevant Placing Shares may be placed with others on such terms as the Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in these Terms and Conditions) which may arise upon the sale of such Placee's Placing Shares on its behalf;

23. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

24. no action has been or will be taken by any of the Company, the Bookrunner or any person acting on behalf of the Company or the Bookrunner 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;

25. the person who it specifies for registration as holder of the Placing Shares will be:

26. none of the Bookrunner, the Company nor any Selling Shareholder will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe the above requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Bookrunner in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the Bookrunner or transferred to a CREST stock account of the Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

27. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it 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;

28. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and 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;

29. 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 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 and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Directive;

30. if it is within the EEA (other than the United Kingdom), it is a Qualified Investor as defined in section 86(7) of the FSMA, being a person falling within Article 2(1)(e) of the Prospectus Directive;

31. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Announcement has not been approved by the Bookrunner in its capacity as an authorised person under section 21 of the 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;

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

33. if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the express prior written consent of the Bookrunner has been given to the offer or resale;

34. if it has received any inside information (for the purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

35. none of the Bookrunner, the Company, the Selling Shareholders nor any of their respective affiliates, agents, advisers, directors, officers or employees nor 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 nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

36. the Bookrunner and its affiliates, 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 these Terms and Conditions 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, the Bookrunner and/or any of its affiliates acting as an investor for its or their own account(s). Neither the Bookrunner nor 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;

37. it:

(all such statutes, rules and regulations referred to in the paragraph 37 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 and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Bookrunner may decide at its sole discretion;

38. in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company and/or the Selling Shareholders) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunner'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 the Bookrunner (for itself and as agent on behalf of the Company and the Selling Shareholders) or the Company's registrars have not received evidence satisfactory to them, either the Bookrunner 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;

39. it acknowledges that its commitment to acquire Placing Shares on the Terms and Conditions will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner's conduct of the Placing;

40. it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

41. it irrevocably appoints any duly authorised officer of the Bookrunner 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 which it agrees to acquire upon the these Terms and Conditions;

42. the Company, the Selling Shareholders the Bookrunner and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Bookrunner on its own behalf and on behalf of the Company and the Selling Shareholders and are irrevocable;

43. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and 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;

44. time is of the essence as regards its obligations under these Terms and Conditions;

45. 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 the Bookrunner;

46. the Placing Shares will be issued subject to these Terms and Conditions; and

47. these Terms and Conditions and all documents into which these Terms and Conditions are 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 Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Bookrunner 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, each Selling Shareholder and the Bookrunner and each of their respective affiliates, agents, directors, officers and employees 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 these Terms and Conditions or incurred by the Bookrunner, the Company any Selling Shareholder or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after the 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 none of the Company, the Selling Shareholders nor the Bookrunner 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 the Bookrunner 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, the Selling Shareholders and the Bookrunner in the event that any of the Company, the Selling Shareholders and/or the Bookrunner have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to the Bookrunner for itself and on behalf of the Company and each of the Selling Shareholders and are irrevocable.

The Bookrunner is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and the Bookrunner 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 these Terms and Conditions.

Each Placee and any person acting on behalf of the Placee acknowledges that the Bookrunner does 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.

The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by the Bookrunner provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.

In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these Terms and Conditions are to each of such Placees and such joint Placees' liability is joint and several.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Bookrunner may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in the Terms and Conditions are to London time, unless otherwise stated.

All times and dates in these Terms and Conditions may be subject to amendment. Placees will be notified of any changes.

No statement in these Terms and Conditions or the Announcement is intended to be a profit forecast or estimate, and no statement in these Terms and Conditions or the 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 pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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, these Terms and Conditions.

DEFINITIONS

The following definitions apply to these Terms and Conditions: