Proposed Placing of £25m

NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

Abzena plc

PROPOSED PLACING OF £25 MILLION

Proceeds to further expand service offering, capacity and capabilitiesto meet customer demand

Cambridge, UK, 5 April 2017 - Abzena plc (AIM: ABZA, "Abzena" or the "Group"), the life sciences group providing services and technologies to enable the development and manufacture of biopharmaceutical products, announces its intention to undertake a placing to raise approximately £25 million (the "Placing") to expand further its service offering, capacity and capabilities.

John Burt, Chief Executive Officer of Abzena, said:

"Our existing and prospective customers are developing novel but complex biological therapies for a wide range of diseases, from rare genetic childhood disorders to cancer. Our experience and reputation as a biopharma service and technology provider continues to grow and as a result our customers' demand is currently outstripping our capacity."

"This new funding will enable us to build on the Group's foundations, maximising the opportunities being presented to us and accelerating progress to sustainable profitability."

Introduction

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this announcement and will be subject to the terms and conditions set out in the Appendix (this announcement, together with the Appendix, the "Announcement").

The Placing is conditional upon the passing of certain resolutions. A circular is expected to be posted later today (the "Circular") notifying shareholders of a general meeting for the purpose of considering the relevant resolutions at The Cambridge Building, Babraham Research Campus, Babraham, Cambridge CB22 3AT expected to be convened at 10.00 a.m. on 21 April 2017.

Numis Securities Limited ("Numis") and N+1 Singer Advisory LLP ("N+1 Singer") have been appointed as joint bookrunners (together the "Joint Bookrunners") in respect of the Placing. Numis is acting as nominated adviser to the Group.

Reasons for the Placing

Abzena is a growing international services and technology group enabling the development of better biopharmaceuticals. Abzena's services are currently provided to a global customer base, including 18 of the top 25 major biopharmaceutical companies over the past three years.

Since its IPO in July 2014, Abzena has significantly expanded both its service offering and geographic footprint through two acquisitions in the US, substantially increasing its client base and breadth of service offering in the process. The Group has continued to secure further licence agreements for Abzena Inside technologies which have been incorporated into products being developed by its customers. Currently, a total of 12 Abzena Inside products are in clinical development (compared to five at the time of IPO) and the Group anticipates a further two to three such products entering clinical trials each year.

The Directors believe there is growing structural demand in the market for the Group's services and that it has a significant competitive advantage through being able to offer a wide and expanding range of biology, chemistry and biomanufacturing services. This allows the Group to provide its customers with a range of complementary services enabling the translation of drug discovery research projects through to Phase II clinical development. The Group is now looking to expand further its service offering, capacity and capabilities.

Use of proceeds

Abzena will use the net proceeds of the Placing to drive additional growth in the business, which the Board believes can create critical mass and enable the Group to capitalise on significant cross selling opportunities across its complementary service and technology offerings through:

· Upgrading and growing its US based biomanufacturing facilities and capabilities;

· Investment in its existing biology, chemistry and biomanufacturing services in the UK and US; and

· Investment in the Group's sales and business development functions.

The Board believes the proposed expenditure will drive revenue growth, margin improvement and operational gearing which will accelerate the Company's progression to profitability and significantly increase shareholder value.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

-Ends-

Enquiries:

Notes to Editors

About Abzena

Abzena (AIM: ABZA) provides proprietary technologies and complementary services to enable the development and manufacture of biopharmaceutical products.

The term 'Abzena inside' is used by Abzena to describe products that have been created using its proprietary technologies and are being developed by its partners, and include Composite Human Antibodies™ and ThioBridge™ Antibody Drug Conjugates (ADCs). Abzena has the potential to earn future licence fees, milestone payments and/or royalties on 'Abzena inside' products.

Abzena offers the following services and technologies across its principal sites in Cambridge (UK), San Diego, California (USA) and Bristol, Pennsylvania (USA):

· Immunology research studies, including immunogenicity assessment of candidate biopharmaceutical products;

· Protein engineering to create humanized antibodies and deimmunised therapeutic proteins;

· Cell line development for the manufacture of recombinant proteins and antibodies;

· Contract process development and GMP manufacture of biopharmaceuticals, including monoclonal antibodies and recombinant proteins for preclinical and clinical studies;

· Contract synthetic chemistry and bioconjugation research services, focused on antibody-drug conjugates (ADCs);

· Proprietary site-specific conjugation technologies and novel payloads for ADC development; and

· GMP manufacturer of ADC linkers, payloads & combined linker-payloads.

For more information, please see www.abzena.com 

Details of the Placing

The Bookbuild will open with immediate effect following this Announcement. The number of Placing Shares to be placed is 75,757,576 new Ordinary Shares at a price of 33 pence each. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Company and the Joint Bookrunners.

Certain Directors of the Company have indicated their intention to subscribe for Placing Shares. Further details of the Placing and any participation by such Directors will be set out in the announcement to be made on the closing of the Bookbuild which is expected to be made later today.

The Placing is conditional, amongst other things, upon:

· the passing of all of the Shareholder Resolutions at the General Meeting;

· the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

· Admission becoming effective by no later than 8.00 a.m. on 24 April 2017 or such later time and/or date (being no later than 8.00 a.m. on 8 May 2017) as Numis, N+1 Singer and the Company may agree.

If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to them.

The Placing Shares are not subject to clawback in favour of Shareholders. The Placing is not underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Shareholders are reminded that the Placing is conditional, amongst other things, on the passing of the relevant Resolutions to be proposed at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Placing will not proceed and the Company will need to seek immediate alternative sources of finance to continue to execute its business plan and to finance the working capital requirements of the Group. The Directors consider that that any alternative financing, which may or may not be forthcoming and, if available, may be on less favourable, or more onerous, terms to the Company and could risk leading to more substantial dilution for or risk to Shareholders than would be the case under the proposed Placing.

Application will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. Subject to Shareholder approval of the Resolutions at the General Meeting, it is expected that Admission will occur and that dealings in the Placing Shares will commence at 8.00 a.m. on 24 April 2017, at which time it is also expected that the Placing Shares will be enabled for settlement in CREST.

Abzena's growth plan - current constraints and investment for growth

Abzena's customers are increasingly engaging across the Group to access integrated biopharmaceutical services and technologies.

There has been growing demand for the Group's biomanufacturing services and broad ADC offering. Demand from existing and new customers for biomanufacturing and ADC manufacturing services exceeds current capacity. The Group has no current GMP capacity for new programmes until Q4 2017. The Group's pipeline of potential biomanufacturing business will, if converted into signed contracts, fill existing capacity until 2018. The Group currently has 7 GMP programmes in train and expects to more than double the number of GMP protein manufacturing batches produced in 2017 compared to 2016. Current manufacturing programmes include Faron Pharmaceuticals' and UCL's Abzena Inside products. The Board believes that there is also an opportunity for the Group to secure high value follow-on projects deriving from its chemistry services in order to meet substantial demand from existing customers.

The Company is looking to take further advantage of the synergies between its integrated biology, chemistry and manufacturing services and thereby capture greater value further along the development process by scaling up to service the demand from its customers.

The Directors believe that the current momentum in the growth of the business and the planned investment and expansion programme, to be funded out of the net proceeds of the Placing, will together accelerate the Company's progression to profitability, as well as enable the enlarged business to generate greater profits in due course. The successful application of the net proceeds of the Placing is expected to increase shareholder value significantly, by establishing a sustainable biopharmaceutical services and technology business with a broad offering of complementary services addressing a compelling growth opportunity.

Expansion of the Group's capabilities will be financed using the net proceeds of the Placing. The Directors believe that the Group's biomanufacturing business has the potential to grow significantly. Capacity will be increased at the Group's San Diego facility by the creation of 3 biomanufacturing lines, upgrading of the biomanufacturing platform to single-use stirred tank bioreactors and enhancing process development capacity to enable transition from cell line development. This will enable the Group to increase capacity from 8 to 24 programmes each year and should enable the Company to secure higher value contracts.

Biology and chemistry services will be enriched to promote organic growth in these businesses, leveraging the existing high level of repeat business. The Company will continue to invest in ADC technology to meet market demand. Capacity will be increased at the Group's Bristol, Pennsylvania facility by the utilisation of the recently established GMP synthetic chemistry suite, the establishment of GMP ADC conjugation capabilities and the recruitment of additional chemists for larger scale ADC projects. At the Cambridge facility, capacity will be increased by enriching the immunology and bioassay offering and consolidating all of the Group's UK operations into a single purpose-built building on Babraham Research Campus.

The Company intends to further expand its business development group so as to engage more deeply and extensively with Abzena's global customer base across a greater range of services in order to support them in biopharmaceutical drug discovery and development.

Current trading and prospects

On 20 November 2016, Abzena published its interim results for the six months ended 30 September 2016. A summary of the financial highlights from these results is set out below.

§ Revenues for the six month period to 30 September 2016 (H1:2017) amounted to £9.0 million (H1:2016 £3.5 million);

§ Underlying revenue growth of 46 per cent. (Proforma revenue H1:2016 £6,.1 million);

§ The reported loss increased to £4.0 million (H1:2016: £3.5 million). This figure included research and development costs of £1.9 million (H1:2016: £1.9 million) and general and administrative expenses of £6.4 million (H1:2016: £3.4 million);

§ Cash outflow from operating activities was £3.4 million (H1:2016: £4.4 million). Capital expenditure was £1.0 million (H1:2016: £0.6 million); and

§ Cash, cash equivalents and bank deposits totalled £9.4 million as at 30 September 2016 (31 March 2016: £13.7 million).

The Company's interim results for the six months ended 30 September 2016 are available on the Group's website at www.abzena.com/results-and-presentations.

On 21 February 2017, Abzena issued a trading update, a summary of which is set out below:

· For the year ending 31 March 2017, the Board expects to report overall Group revenues in line with its expectation;

· Revenues generated by the UK businesses have remained strong, offsetting the lower than expected growth of the revenue from the US businesses;

· The Group has worked on repositioning and enhancing the US businesses for further growth, which in turn has led to increased costs ahead of projected growth in revenues;

· Due to the strong US dollar, when translated into Sterling, US dollar costs and therefore Group costs overall, exceeded the Board's original expectations; and

· Cash at the end of the financial year was expected to be in line with the Board's expectations.

Due to the long-term nature of certain research and biomanufacturing service agreements entered into by the Group, revenue recognised under these contracts is based on management estimates of the stage of their completion. The performance of the services under these agreements is subject to scientific uncertainty as well as being dependent on the performance of inter-related activities by the customer and/or third parties. The uncertainties relating to these estimates and the performance of the contracts can lead to material uncertainty in the revenue to be recognised for any service project prior to completion.

As at the date of publication of this Announcement, and based on the latest available information, the Group is trading in line with the Board's expectations and the guidance provided in the trading update issued on 21 February 2017.

PacificGMP is in negotiations with a customer regarding a failure of PacificGMP to deliver in accordance with the terms of a contract. This discussion arises from an incident that took place prior to the Group's acquisition of PacificGMP. Under the terms of the Group's acquisition of PacificGMP, limited indemnification cover is to be provided by the former shareholders of PacificGMP. Although it is too early to determine the extent of any losses, damages, costs and expenses to the Group arising from this incident, the Board currently believes it should be able to recover under the indemnity all or substantially all of the losses, damages, costs and expenses arising from the incident to the extent not already provided for under the terms of the acquisition.

Use of Proceeds

The net proceeds of the Placing receivable by the Company of approximately £23.9 million will be used for (i) general corporate purposes and working capital, and (ii) to invest in facilities, equipment and personnel in order to implement the proposed growth plan, broadly in line with the following breakdown:

Whilst the net proceeds of the Placing will enable the Group to fund its growth plans and projected working capital requirements, the Directors may following completion of the Placing consider the use of debt finance or equipment financing arrangements to provide additional working capital on normal commercial debt terms available from recognised banks and established debt fund providers in order to provide further financial flexibility for the Group. There can be no certainty as to the availability of debt finance on what the Board considers to be appropriate terms but if available on such terms, the Board considers that it would be appropriate to utilise a level of debt funding commensurate with the Groups' ability to service such debt over its term.

Anticipated Impact of the Application of the Placing Proceeds on the Business

Having reported underlying revenue growth of 46 per cent. for the six months to September 2016, the Board believes that the net proceeds of the Placing will enable the Company to fund a growth plan with the target of delivering compound annual revenue growth in excess of 40 per cent. for the Group over the next three years and a target of improving gross margins to 50 per cent. Together with the increased operational gearing expected from the scale-up of operations, the attainment of this level of growth in the business is expected to bring forward the Group's achievement of profitability and the scaled-up business will be capable of generating greater profits than would otherwise have been possible without the implementation of the growth plan.

The Directors anticipate investing £9 million on the facilities and biomanufacturing equipment in San Diego CA with the target of delivering three year annual compound revenue growth for biomanufacturing services in excess of 70 per cent. The proposed £4 million investment program in its chemistry services and biomanufacturing in Bristol PA capacity should enable the Group to deliver a three year annual compound revenue growth for its biomanufacturing services in excess of 45 per cent.

The Directors are targeting three year compound annual revenue growth for the UK biology and chemistry research services business in excess of 15 per cent., which will be facilitated by the proposed £3 million investment in service innovation and technology development.

Technology development in the ADC payload field is also expected to lead to further technology licence opportunities aligned with the ThioBridge ADC technology offering.

Proposed New Long Term Incentive Plan

The Company intends to implement a new long term incentive plan ("LTIP") for the Group's executive management team, based in part on the achievement of stretching business performance targets.

The Company is contractually committed to granting options to the two US-based senior executives as a condition of their employment. Each of the senior executives will receive options with the value of $500,000 based on a market value exercise price and exchange rate at the date of grant. These options will vest over four years beginning on the date of employment in October 2016.

The initial share option awards proposed to be granted under the LTIP to five members of the UK executive management team represent a minimum of 50 per cent. and a maximum of 100 per cent. of the executive's salary based on the market value of the shares at the time of grant. 25 per cent. of the award will be exercisable from the third anniversary of the grant, subject to achievement of positive EBITDA on a 12 month rolling basis up to 30 September 2019. A further 25 per cent. of the award will be exercisable subject to achievement of positive EBITDA on a 12 month rolling basis up to 30 September 2020. The balance of 50 per cent. of the award will be exercisable on the third anniversary of the grant, subject to the share price during the period since grant achieving, for 20 consecutive trading days or more, twice the average share price during the 20 consecutive trading days prior to date of grant. If the performance condition is not met on the third anniversary, it will be exercisable on the fourth anniversary of the grant provided the performance condition has been met in the interim. The options will have a nominal exercise price and will represent an aggregate of approximately 1.3 per cent. of the issued share capital of the Company at the date of this Announcement.

Further annual LTIP awards, subject to appropriate performance criteria, are to be established by the Company's remuneration committee. Target utilisation each year for these annual awards will be around 0.75% of issued share capital at the date of the relevant grant.

The City Code

The City Code is issued and administered by the Takeover Panel. The Company is subject to the City Code and therefore its Shareholders are entitled to the protections afforded by the City Code.

Shareholders should be aware that, under Rule 9 of the City Code: (i) any person (together with any persons acting in concert with him) who acquires 30 per cent. or more of the voting rights attached to the issued share capital of the Company; or (ii) any person (together with any persons acting in concert with him) who has an interest in shares of not less than 30 per cent. but does not hold more than 50 per cent. of the voting rights attached to the issued share capital of the Company and who acquires an interest in any other shares which increases the percentage of the shares in which the person has an interest, may, pursuant to Rule 9.1 of the City Code, be required by the Takeover Panel to make an offer for the shares in the Company not owned or controlled by him at that time. Such an offer made pursuant to Rule 9.1 of the City Code, must be made in cash, at the highest price paid by such person (or any persons acting in concert with him) for shares in the Company within the preceding 12 months, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights.

As at 4 April 2017, being the last practicable date prior to the date of this Announcement, Invesco, Woodford and Touchstone Innovations hold 26.2 per cent., 23.1 per cent. and 19.7 per cent. of the voting rights attached to the issued share capital of the Company respectively.

Shareholders should also be aware that because:

a) Invesco holds more than 20 per cent. (39.0 per cent.) of the voting rights attached to the issued share capital of Touchstone Innovations, there is a presumption pursuant to the City Code (which has not been rebutted) that Invesco and Touchstone Innovations are acting in concert in relation to their shareholdings in the Company. Therefore, Shareholders should note that as at 4 April 2017, being the last practicable date prior to the date of this Announcement, the presumed concert party of Invesco and Touchstone Innovations together holds 45.9 per cent. of the voting rights attached to the issued share capital of the Company; and separately; and

b) Woodford holds more than 20 per cent. (23.8 per cent.) of the voting rights attached to the issued share capital of Touchstone Innovations, there is a presumption pursuant to the City Code (which has not been rebutted) that Woodford and Touchstone Innovations are acting in concert in relation to their shareholdings in the Company. Therefore, Shareholders should note that as at 4 April 2017, being the last practicable date prior to the date of this Announcement, the presumed concert party of Woodford and Touchstone Innovations together holds 42.7 per cent. of the voting rights attached to the issued share capital of the Company.

In addition to its holding of Ordinary Shares, Touchstone Innovations also holds 325,000 Warrants. In the event that Touchstone Innovations was to exercise these warrants, and assuming no other new shares had been issued, the total holding of the concert party comprising Invesco and Touchstone Innovations would increase to 46.0 per cent. of the voting rights attached to the issued share capital of the Company and the total holding of the concert party comprising Woodford and Touchstone Innovations would increase to 42.9 per cent. of the voting rights attached to the issued share capital of the Company, which would be slightly higher than in the preceding paragraphs.

Indicative Timetable

Notes:

(1) References to times in this Document are to London time (unless otherwise stated).

(2) The dates and timing of the events in the above timetable and in the rest of this Document are indicative only and may be subject to change.

(3) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through RNS.

(4) The SEDOL of the Ordinary Shares is BN65QN4 and the ISIN is GB00BN65QN46.

Key Statistics

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE; AND IN THE UNITED KINGDOM AT QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER; OR (III) ARE PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THE ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each Placee represents, warrants and acknowledges that:

1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Numis and N+1 Singer has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any Member State of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3. (a) it is not (i) in the United States and (ii) acting for the account or benefit of a person in the United States, or (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S under the Securities Act; or (c) it is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; and

4. it is not, and is not acting for the account or benefit of a person who is, a national of Canada, Australia, Japan or the Republic of South Africa.

The Company, Numis and N+1 Singer will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement has been prepared and issued by the Company and is and will be the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Numis, N+1 Singer or any of their respective directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any Placee, any person acting on such Placee's behalf or any of their respective advisers, and any liability therefor is expressly disclaimed.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or the Republic of South Africa or in any jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of, 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 within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing or the Placing Shares. Accordingly, subject to certain exceptions, the Placing Shares may not, directly or indirectly, be offered or sold within Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland or offered or sold to a resident of Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland. The Placing Shares to be subscribed in the Placing have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940, as amended.

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

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

THE PLACING

Numis and N+1 Singer have entered into the Placing Agreement with the Company. Pursuant to the Placing Agreement, each of Numis and N+1 Singer has undertaken, subject to the terms set out therein, to use its reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares at the Placing Price.

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

The Placing will be conducted by way of a Bookbuild. Numis and N+1 Singer will today commence the Bookbuild in respect of the Placing in order to determine demand for the Placing Shares and participation in the Placing by Placees at the Placing Price.

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

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement and the Placing Agreement. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Numis, N+1 Singer and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its sole discretion, determine.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares in issue at the date of the Announcement, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the existing Ordinary Shares after the date of issue of the Placing Shares.

Numis, N+1 Singer and the Company reserve the right to scale back the number of Placing Shares to be allotted to any Placee in the event of an oversubscription under the Placing. Numis, N+1 Singer and the Company also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to Numis or N+1 Singer, on the Company's behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in this Appendix. Each Placee's obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and Numis or N+1 Singer (as applicable). Each Placee will be deemed to have read this Appendix in its entirety.

None of Numis, N+1 Singer or any respective holding company thereof, any subsidiary thereof, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.

APPLICATION FOR ADMISSION

Application will be made to AIM for admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective on or around 8.00 a.m. on 24 April 2017 and that dealings in the Placing Shares will commence at that time.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

Numis and N+1 Singer (whether through itself or any of its affiliates) are each arranging the Placing as joint brokers to the Company for the purpose of using its reasonable endeavours to procure Placees at the Placing Price for the Placing Shares. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Numis or N+1 Singer. Numis, N+1 Singer and their respective affiliates may participate in the Placing and Bookbuild as principal(s).

Completion of the Bookbuild will be determined by Numis and N+1 Singer in their absolute discretion and shall then be announced on a Regulatory Information Service as soon as is practicable following the completion of the Bookbuild.

To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual sales contact at Numis or N+1 Singer. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price, being 33 pence per Placing Share. Bids may be scaled down by Numis or N+1 Singer on the basis referred to below.

The Bookbuild is expected to close no later than 4.30 pm on 5 April 2017 but may be closed earlier or later at the discretion of Numis and N+1 Singer. Numis and N+1 Singer may, in agreement with the Company accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. The final allocations of the Placing Shares (including as to the identity of the Placees and the number of Placing Shares allocated to each Placee at the Placing Price) shall be determined by Numis and N+1 Singer in their absolute discretion.

Each Placee which confirms its agreement to Numis or N+1 Singer (or applicable) (whether orally or in writing) to subscribe for Placing Shares and hereby agrees with Numis and N+1 Singer that it will be bound by these terms and conditions and will be deemed to have irrevocably accepted them.

A commitment to subscribe for Placing Shares which has been communicated by a prospective Placee to Numis or N+1 Singer (as applicable) and which has not been withdrawn or revoked prior to publication of this announcement shall not be capable of withdrawal or revocation following the publication of this announcement without the consent of Numis and N+1 Singer.

Each Placee's allocation will be confirmed to Placees orally or in writing by Numis or N+1 Singer (as applicable), and a trade confirmation or contract note will be despatched as soon as practicable thereafter. The confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of Numis or N+1 Singer (as applicable) and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on these terms and conditions and in accordance with the Company's Articles of Association.

The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued.

Irrespective of the time at which a Placee's allocation pursuant to the Placing is 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".

All obligations under the Placing will be subject to fulfilment or (where applicable) waiver of amongst other things, the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee. Each Placee's obligations will be owed to the Company, and to Numis or N+1 Singer (as applicable). Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Numis or N+1 Singer (as applicable) as agent of the Company and to the Company, to pay to Numis or N+1 Singer as applicable) 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. Numis and N+1 Singer will procure the allotment of the Placing Shares to each Placee.

Numis and N+1 Singer may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Numis and N+1 Singer may also, notwithstanding the above, but subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company, Numis and N+1 Singer acting together reserve the right not to accept bids or to accept bids in part rather than in whole.

A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Numis and N+1 Singer's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, to pay Numis or N+1 Singer (or as they may each direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee's obligations will be owed to Numis and N+1 Singer (as applicable).

To the fullest extent permissible by law, none of Numis, N+1 Singer, any of their respective Affiliates, and any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).

Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and that Numis and N+1 Singer shall have no liability to the Placees for the failure of the Company to fulfil those obligations. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

All obligations of Numis and N+1 Singer under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

CONDITIONS OF THE PLACING

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of Numis and N+1 Singer under the Placing Agreement are conditional, inter alia, on:

(a) the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(b) the Placing Agreement not having been terminated in accordance with its terms; and

(c) Admission occurring not later than 8.00 a.m. on 24 April 2017 or such later time as Numis (after consultation with N+1 Singer) may agree in writing with the Company (but in any event not later than 8.00 a.m. on 8 May 2017).

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Numis (after consultation with N+1 Singer)), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Numis, N+1 Singer or the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

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

RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

Numis may (after consultation with N+1 Singer and the Company), at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, inter alia:

(a) it comes to the knowledge of Numis or N+1 Singer that any of the warranties given by the Company under the Placing Agreement was untrue, inaccurate or misleading in any respect; or

(b) it comes to the notice of Numis or N+1 Singer that any statement contained in this announcement is or has become untrue, incorrect or misleading in any respect or there has been an omission therefrom; or

(c) it comes to the notice of Numis or N+1 Singer that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company; or

(d) the Company shall fail to comply with any of its obligations under the Placing Agreement, as applicable; or

(e) any material adverse change has occurred in the financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of Numis (acting in good faith and after consultation with N+1 Singer), would materially prejudice the success of the Placing.

By participating in the Placing, each Placee agrees with Numis and N+1 Singer that the exercise by Numis of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Numis without the need to make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Numis and N+1 Singer shall not have any liability whatsoever to the Placees in connection with any such exercise.

NO PROSPECTUS

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published and Placees' commitments will be made solely on the basis of the information contained in this document and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules). Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to Numis and N+1 Singer and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Numis and N+1 Singer (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of their respective Affiliates, any persons acting on its behalf or the Company and none of Numis any of its respective Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with each of Numis and N+1 Singer (in each case for itself and as agent for the Company) that, except in relation to the information contained in this document, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

REGISTRATION AND SETTLEMENT

Settlement of transactions in the Placing Shares (ISIN GBOOBN65QN46) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Numis and N+1 Singer reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

It is expected that settlement will take place on or about 24 April 2017 in CREST in accordance with the instructions set out in the conditional trade confirmation. Settlement will be through Numis against CREST ID: ADQAQ and through N+1 Singer against CREST ID: ATMAY.

Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Numis or N+1 Singer (as applicable) and settlement instructions. It is expected that such trade confirmation will be despatched on 5 April 2017. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Numis and N+1 Singer (as applicable).

It is expected that settlement will be on 24 April 2017 on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Numis or N+1 Singer (as applicable).

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Numis or N+1 Singer (as applicable) may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Numis' or N+1 Singer's (as applicable) own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, none of Numis, N+1 Singer or the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

REPRESENTATIONS AND WARRANTIES

By receiving this document, each Placee and, to the extent applicable, any person confirming his agreement to participate in the Bookbuild and to acquire Placing Shares on behalf of a Placee or authorising Numis and N+1 Singer (as applicable) to notify a Placee's name to the Company's registrar, SLC Registrars, a division of Equiniti David Venus Limited, (in this Appendix, the "Registrar"), is deemed to acknowledge, agree, undertake, represent and warrant to each of Numis, N+1 Singer, the Registrar and the Company that:

(a) the Placee has read this document in its entirety and acknowledges that its participation in the Placing shall be made solely on the terms and subject to the conditions set out in these terms and conditions, the Placing Agreement and the Articles. Such Placee agrees that these terms and conditions and the contract note issued by Numis or N+1 Singer (as applicable) to such Placee represent the whole and only agreement between the Placee, Numis or N+1 Singer (as applicable) and the Company in relation to the Placee's participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, all other terms, conditions, representations, warranties and other statements which would otherwise be implied (by law or otherwise) shall not form part of these terms and conditions. Such Placee agrees that none of the Company, N+1 Singer and Numis nor any of their respective officers or directors will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(b) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the UK) on the date of such Placee's agreement to acquire Placing Shares under the Placing and will not be any such person on the date any such offer is accepted;

(c) none of Numis, N+1 Singer or any person affiliated with Numis or N+1 Singer acting on its behalf is responsible for or shall have any liability for any information, representation or statement contained in this document or any supplementary admission document (as the case may be) or any information previously published by or on behalf of the Company or any member of the Group and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this document or otherwise;

(d) the Placee has not relied on Numis, N+1 Singer or any person affiliated with Numis or N+1 Singer in connection with any investigation of the accuracy of any information contained in this document or their investment decision;

(e) in agreeing to acquire Placing Shares under the Placing, the Placee is relying on this document or any supplementary announcement concerning the Placing (as the case may be) and not on any other information or representation concerning the Group, the Placing or the Placing Shares. Such Placee agrees that none of the Company, Numis or N+1 Singer nor their respective officers, directors, employees or affiliates will have any liability for any such other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation;

(f) save in the event of fraud on its part (and to the extent permitted by the rules of the FCA), neither Numis nor N+1 Singer, nor any of its officers, directors, employees or affiliates shall be liable to a Placee for any matter arising out of the role of Numis and N+1 Singer as the Company's nominated adviser and broker or otherwise, and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against Numis and N+1 Singer and any of its directors and employees which a Placee may have in respect thereof;

(g) the Placee has complied with all applicable laws and such Placee will not infringe any applicable law as a result of such Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or any actions arising from such Placee's rights and obligations under the Placee's agreement to acquire Placing Shares under the Placing and/or acceptance thereof or under the Articles;

(h) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) in order (i) to enable the Placee lawfully to enter into, and exercise its rights and perform and comply with its obligations to acquire the Placing Shares under, the Placing and (ii) to ensure that those obligations are legally binding and enforceable, have been taken, fulfilled and done. The Placee's entry into, exercise of its rights and/or performance under, or compliance with its obligations under the Placing, does not and will not violate (a) its constitutive documents or (b) any agreement to which the Placee is a party or which is binding on the Placee or its assets;

(i) it understands that no action has been or will be taken in any jurisdiction by the Company, Numis or N+1 Singer or any other person that would permit a public offering of the Placing Shares, or possession or distribution of this document, in any country or jurisdiction where action for that purpose is required; and that, if the Placee is in a member state of the European Economic Area which has implemented the Prospectus Directive ("Relevant Member State"), it is (i) a legal entity which is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, its corporate purpose is solely to invest in securities; (ii) a legal entity which has two or more of (a) a total balance sheet of more than €20,000,000; (b) an annual net turnover of more than €40,000,000; or (c) own funds in excess of €2,000,000; in each case as shown in its last annual or consolidated accounts; (iii) otherwise permitted by law to be offered and sold Placing Shares in circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive or other applicable laws; or (iv) in the case of any Placing Shares acquired by a Placee as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive either:

(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their placing or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive or in circumstances in which the prior consent of Numis or N+1 Singer (if applicable) has been given to the placing or resale; or

(ii) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the placing of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(j) to the fullest extent permitted by law, the Placee acknowledges and agrees to the disclaimers contained in this document and acknowledges and agrees to comply with the selling restrictions set out in this document;

(k) the Ordinary Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States or under the applicable securities laws of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or where to do so may contravene local securities laws or regulations;

(l) the Placee is not a person located in the United States and is eligible to participate in an "offshore transaction" as defined in and in accordance with Regulation S of the Securities Act and the Placing Shares were not offered to such Placee by means of "directed selling efforts" as defined in Regulation S of the Securities Act;

(m) it is acquiring the Placing Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Placing Shares in violation of the US Securities Act or any other United States federal or applicable state securities laws;

(n) the Company is not obliged to file any registration statement in respect of resales of the Placing Shares in the United States with the U.S. Securities and Exchange Commission or with any state securities administrator;

(o) the Company, and any registrar or transfer agent or other agent of the Company, will not be required to accept the registration of transfer of any Placing Shares acquired by the Placee, except upon presentation of evidence satisfactory to the Company that the foregoing restrictions on transfer have been complied with;

(p) the Placee invests in or purchases securities similar to the Placing Shares in the normal course of its business and it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Placing Shares;

(q) the Placee has conducted its own investigation with respect to the Company and the Placing Shares and has had access to such financial and other information concerning the Company and the Placing Shares as the Placee deemed necessary to evaluate the merits and risks of an investment in the Placing Shares, and the Placee has concluded that an investment in the Placing Shares is suitable for it or, where the Placee is not acting as principal, for any beneficial owner of the Placing Shares, based upon each such person's investment objectives and financial requirements;

(r) the Placee or, where the Placee is not acting as principal, any beneficial owner of the Placing Shares, is able to bear the economic risk of an investment in the Placing Shares for an indefinite period and the loss of its entire investment in the Placing Shares;

(s) there may be adverse consequences to the Placee under United States and other tax laws resulting from an investment in the Placing Shares and the Placee has made such investigation and has consulted such tax and other advisors with respect thereto as it deems necessary or appropriate;

(t) the Placee is not a resident of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be prepared in respect of the Placing Shares under the securities legislation of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan and, subject to certain exceptions, the Placing Shares may not be offered or sold, directly or indirectly, in or into those jurisdictions or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful;

(u) the Placee is liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by it or any other person on the acquisition by it of any Placing Shares or the agreement by it to acquire any Placing Shares;

(v) in the case of a person who confirms to Numis or N+1 Singer (if applicable) on behalf of a Placee an agreement to acquire Placing Shares under the Placing and/or who authorises Numis or N+1 Singer (if applicable) to notify such Placee's name to the Registrar, that person represents and warrants that he has authority to do so on behalf of the Placee;

(w) the Placee has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 and any other applicable law concerning the prevention of money laundering and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Money Laundering Regulations 2007 and, in each case, agrees that pending satisfaction of such obligations, definitive certificates (or allocation under the CREST system) in respect of the Placing Shares comprising the Placee's allocation may be retained at Numis' or N+1 Singer's (as applicable) discretion;

(x) the Placee agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Numis, N+1 Singer and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, Numis, N+1 Singer and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Numis, N+1 Singer and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

(y) the Placee is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services);

(z) the Placee has complied with and will comply with all applicable provisions of FSMA with respect to anything done by the Placee in relation to the Placing in, from or otherwise involving the UK;

(aa) if the Placee is in the UK, the Placee is a person (i) who has professional experience in matters relating to investments falling within article 19(5) of the Order or (ii) a high net worth entity falling within article 49(2)(a) to (d) of the Order, or is a person to whom this document may otherwise be lawfully communicated, and in all cases is capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FCA Conduct of Business Rules (all such persons together being referred to as "relevant persons");

(bb) if the Placee is in the European Economic Area, the person is a "Professional Client/Eligible Counterparty" within the meaning of Annex II/Article 24 (2) of MiFID and is not participating in the Placing on behalf of persons in the European Economic Area other than Professional Clients or persons in the UK and other member states (where equivalent legislation exists) for whom the Placee has authority to make decisions on a wholly discretionary basis as above;

(cc) in the case of a person who confirms to Numis or N+1 Singer (as applicable) on behalf of a Placee an agreement to acquire Placing Shares under the Placing and who is acting on behalf of a third party, that the terms on which the Placee (or any person acting on its behalf) are engaged enable it to make investment decisions in relation to securities on that third party's behalf without reference to that third party;

(dd) neither Numis nor N+1 Singer is not making any recommendation to the Placee or advising the Placee regarding the suitability or merits of participation in the Placing or any transaction the Placee may enter into in connection with the Placing or otherwise. The Placee is not Numis' or N+1 Singer's client in connection with the Placing and neither Numis nor N+1 Singer will be responsible to any Placee for providing the protections afforded to Numis' or N+1 Singer's clients or providing advice in relation to the Placing and neither Numis nor N+1 Singer will not have any duties or responsibilities to any Placee similar or comparable to "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the rules of the FCA;

(ee) the exercise by Numis or N+1 Singer of any rights or discretions under the Placing Agreement shall be within its absolute discretion and Numis or N+1 Singer (as applicable) need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise or to waive any such right and each Placee agrees that it shall have no rights against Numis, N+1 Singer or its directors or employees under the Placing Agreement;

(ff) the Placee's commitment to acquire Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

(gg) it irrevocably appoints any director of Numis or N+1 Singer as its agent for the purposes of executing and delivering to the Company and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing and otherwise to do all acts, matters and things as may be necessary for, or incidental to, its acquisition of any Placing Shares in the event of its failure so to do; and

(hh) it will indemnify and hold the Company, Numis, N+1 Singer and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix will survive after completion of the Placing. The Company, Numis and N+1 Singer will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.

SUPPLY AND DISCLOSURE OF INFORMATION

If any of Numis, N+1 Singer the Registrar or the Company or any of their respective agents request any information about a Placee's agreement to acquire Placing Shares, such Placee must promptly disclose it to them.

MISCELLANEOUS

The rights and remedies of Numis, N+1 Singer the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, each Placee may be asked to disclose, in writing or orally to Numis or N+1 Singer (as applicable):

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

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

All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Numis or N+1 Singer (as applicable). Each Placee agrees to be bound by the Articles once the Placing Shares which such Placee has agreed to acquire have been acquired by such Placee. The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Numis or N+1 Singer (as applicable). The contract to acquire Placing Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, N+1 Singer the Company and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction. 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. All times and dates in this document are subject to amendment and Numis, N+1 Singer, the Company each expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations of Placing Shares under the Placing are determined.

The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above.

DEFINITIONS USED IN THIS ANNOUNCEMENT

"Admission" means admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules ; 

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

"AIM Rules" the AIM Rules for Companies;

"Bookbuild" means the accelerated bookbuild process to be conducted in relation to the Placing which will establish the demand for and total number of Placing Shares to be issued pursuant to the Placing at the Placing Price.

"Business Day" a day (excluding Saturdays, Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of business;

"certificated" or "in certificated form" where a security is not held in uncertificated form (i.e. not in CREST);

"Closing Date" means the date on which settlement of the Placing Shares takes place, which will be advised to Placees, but is expected to be on or around 24 April 2017;

"Company" Abzena plc;

"CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"Directors" the directors of the Company;

"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST;

"FCA" the Financial Conduct Authority of the United Kingdom; 

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

"Group" the Company and its subsidiary undertakings;

"London Stock Exchange" London Stock Exchange plc;

"N+1 Singer" Nplus1 Singer Advisory LLP, registered in England and Wales with number OC364131, whose registered office is at One, Bartholomew Lane, London EC2N 2AX and its affiliate, Nplus1Singer Capital Markets Limited, registered in England and Wales with number 0572780, whose registered office is at One, Bartholomew Lane, London EC2N 2AX.

"Numis" Numis Securities Limited, registered in England and Wales with number 2285918, whose registered office is at 10 Paternoster Square, London EC4M 7LT;

"Ordinary Shares" the ordinary shares of £0.002 in the capital of the Company;

"Placees" the placees procured by Numis or N+1 Singer pursuant to the Placing Agreement who agree to subscribe for the Placing Shares;

"Placing" the placing of Placing Shares as described in this document;

"Placing Agreement" the agreement relating to the Placing dated 5 April 2017 between the Company, Numis and N+1 Singer;

"Placing Price" 33 pence per Placing Share; 

"Placing Shares" the new Ordinary Shares to be issued pursuant to the Placing;

"Prospectus Directive" the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;

"Regulation S" Regulation S under the Securities Act;

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

"Shareholders" holders of Ordinary Shares;

"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being

held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

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

"United States" or "US" the United States of America, its territories and possessions and the District of Columbia.