Proposed Placing to raise a minimum of £10 million

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Silence Therapeutics PLC or other evaluation of any securities of Silence Therapeutics PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

SILENCE THERAPEUTICS PLC("Silence Therapeutics" or the "Company")

Proposed Placing to raise a minimum of £10 million by way of Accelerated Book Build

Silence Therapeutics (AIM:SLN), the leading international RNA therapeutics company, is pleased to announce a proposed share issue to raise minimum proceeds of approximately £10 million (USD $16 million) (before expenses) by way of a non pre-emptive placing of Placing Shares with new and existing institutional investors, and certain participating Directors (the "Placing"). The Placing will be conducted by way of an accelerated book build ("ABB") process conducted by the Company's nominated adviser, Canaccord Genuity Limited, and ABG Sundal Collier ("ABGSC"), in their capacity as Joint Bookrunners.

The Placing book is open with immediate effect and will close at the sole discretion of the Joint Bookrunners. The Issue Price of 230 pence per Placing Share represents a discount of 9.8 per cent. to the closing midmarket price of 255 pence per Ordinary Share as at close on 25 April 2014, being the latest practicable date prior to this announcement. Timings for the announcement of the closing of the Placing book and the results of the Placing will be determined at the discretion of the Joint Bookrunners in conjunction with the Company.

The Placing is being undertaken pursuant to a placing agreement entered into between Silence Therapeutics, Canaccord Genuity and ABGSC, whereby Canaccord Genuity and ABGSC have each agreed to procure subscribers on a reasonable endeavours basis for the Placing Shares. The Placing is not being underwritten. The Placing is subject to the terms and conditions set out in the Appendix, which form part of this announcement.

Fundraising summary

· The Company has existing authorities in place to allow it to place up to 9,304,000 new Ordinary Shares (the "Firm Placing Shares") which represent up to approximately 20 per cent. of the Company's current issued share capital. The placing of up to 9,304,000 Firm Placing Shares is therefore not conditional upon shareholder approval and application will be made for these shares to be admitted to trading on AIM, with admission expected to become effective at 8 a.m. on or around 6 May 2014.

· If there is sufficient demand for Placing Shares over and above the maximum number of Firm Placing Shares, the Company will seek shareholder approval for a further conditional placing.

· Should the Company send a circular seeking shareholder approval for the Conditional Placing, it will also invite existing shareholders to participate via a separate offer to Qualifying Participants (the "Offer").

· If required, a Circular to Shareholders convening a general meeting is expected to be sent to Shareholders shortly after the Placing book has been closed.

Background to and reasons for the Fundraising

The Company announced on 19 March 2014 that, in view of recent corporate transactions, capital inflow and investor interest in the RNA interference sector, the Company had been actively considering certain options to strengthen its balance sheet, in order to capitalise on its world-leading technology in this space.

It was also announced at that time that the Company's net cash position was £18.9 million and that the Board was confident it had sufficient working capital to meet its present requirements, including the funding of its current Phase 1b / 2a study in pancreatic cancer and the Phase 1b element of the planned head and neck study. The Board still believes this to be the case. However, given the significant opportunity that is presented in RNA therapeutics and the Company's leading position in this area, further capital would enable the Company to strengthen its competitive position relative to its global peers.

Use of proceeds

It is the intention of the Directors that the net proceeds of the Placing will be used to support the existing clinical projects and to expand the Company's pre-clinical capabilities and capacities. Specifically, the Company would direct these funds towards further delivery technologies of RNA molecules, expansion of its pre-clinical and clinical pipelines, and increasing internal capabilities and capacities.

Ali Mortazavi, Chief Executive Officer of Silence Therapeutics, commented:

'I am pleased by the support of key investors at a time of heavy market volatility. I look forward to progressing Silence's pipeline with our expanded resources.' 

For further information contact:

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

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

1. Information on the Company and competitive landscape

Silence Therapeutics is a platform company with a fundamental technology that can be applied across multiple therapeutic areas and is one of only six quoted companies globally that has access to well-validated RNA delivery technology. The Company has a robust IP estate and one of the most advanced pipelines in the global RNAi field, with three Phase II trials completed (pending results).

The Board's current focus is (i) continuing to expand the Company's diversified delivery capabilities; (ii) increasing the power and output of the Company's pre-clinical engine; and (iii) leveraging delivery capabilities for new payloads, with massive therapeutic potential. The Board's clinical focus is on endothelial dysfunction, which forms the basis of the Company's current pipeline.

During the past 12 months, the Company has made good progress in advancing its pipeline and the Board is now focused on creating further shareholder value through further advances in all aspects of its business. 2013 was a pivotal year for the Company, during which the Company's lead product entered Phase II and other programmes entered advanced pre-clinical development.

On 19 March 2014, the Company released its preliminary results for the year ended 31 January 2013, in which it confirmed that enrolment for its Atu027 Phase IIa trial in pancreatic cancer was progressing to plan, and that the head and neck oncology Phase Ib is on track to commence in H2 2014. In addition, the Company confirmed its intention to file an IND for Atu111 (lung indication) towards the end of 2014 to early 2015. This would give the Company two differently targeted delivery platforms in the clinical phase.

Earlier today, the Company announced that it has successfully shown gene knockdown in non-human primates using its RNA lung delivery system, DACC. This confirms that Silence Therapeutics has a broad delivery capability in RNA Therapeutics with validated delivery systems in the lung and the vasculature in vitro, in rodents and in non-human primates. The company's systemic vasculature delivery system, AtuPlex, is also currently being used in human clinical trials with an excellent safety profile.

In April 2013, the Company raised £18.7 million (net of expenses) from new and existing institutional investors. At that time, the Company promised to complement the existing science skills in the Company with enhanced capabilities in translational medicine and clinical development. Accordingly, the pre-clinical research headcount in Berlin has increased and since the year end the Company's clinical team has been strengthened.

Further pipeline development

In H2 2014 the Company intends to select a further clinical target from the Company's pre-clinical engine and to begin a further programme with Atu027 in oncology in mid-2015. The Company has achieved encouraging results with miRNA payloads in mouse models to date and in H2 2015 expects to present plans for developing miRNA.

The Company's licensee, Quark Pharmaceuticals, expects to announce the results of its Phase II trials into delayed graft function for kidney transplant patients later in H1 2014 and for delayed macular edema in H2. Quark used naked RNAi in those trials. All of Silence's own programmes use chemistry to enhance delivery of the siRNA.

Subject to a successful Placing, the Company intends to review its options in regards to moving to a more senior market.

2. Background to and reasons for the Fundraising

The Company announced on 19 March 2014 that, in view of recent corporate transactions, capital inflow and investor interest in the RNA interference sector, the Company had been actively considering certain options to strengthen its balance sheet, in order to capitalise on its world-leading technology in this space.

It was also announced at that time that the Company's net cash position was £18.9 million and that the Board was confident it had sufficient working capital to meet its present requirements, including the funding of its current Phase 1b / 2a study in pancreatic cancer and the Phase 1b element of the planned head and neck study. The Board still believes this to be the case. However, given the significant opportunity that is presented in RNA therapeutics and the Company's leading position in this area, further capital would enable the Company to strengthen its competitive position relative to its global peers.

3. Use of proceeds

It is the intention of the Directors that the net proceeds of the Placing will be used to support the existing clinical projects and to expand the Company's pre-clinical capabilities and capacities. Specifically, the Company would direct these funds towards further delivery technologies of RNA molecules, expansion of its pre-clinical and clinical pipelines, and increasing internal capabilities and capacities.

4. Information on the Placing

The Company is proposing to raise minimum proceeds of approximately £10 million (USD $16 million) (before expenses) by way of a non pre-emptive placing of Ordinary Shares with new and existing institutional investors, and certain participating Directors. The Issue Price of 230 pence per Placing Share represents a discount of 9.8 per cent. to the closing midmarket price of 255 pence per Ordinary Share as at close on 25 April 2014, being the latest practicable date prior to this announcement. If there is sufficient demand for Placing Shares over and above the maximum number of Firm Placing Shares, the Company will seek shareholder approval for the Conditional Placing. Should the Company send a circular seeking shareholder approval for the Conditional Placing, it will also invite existing shareholders to participate via a separate offer to Qualifying Participants (the "Offer").

In connection with the Placing, the Company has entered into the Placing Agreement pursuant to which each of Canaccord Genuity and ABGSC has agreed, in accordance with its terms, to use reasonable endeavours to place the Placing Shares with certain institutional and other investors. The Placing is not underwritten.

The Placing Agreement contains certain warranties from the Company in favour of Canaccord Genuity and ABGSC in relation to, inter alia, the accuracy of the information contained in this announcement and certain other matters relating to the Company, its business and the Placing. In addition, the Company has agreed to indemnify Canaccord Genuity and ABGSC in relation to certain liabilities that they may incur in respect of the Placing.

The Firm Placing Shares, when issued, will be credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Firm Placing Shares and will otherwise have all the same rights as the Existing Ordinary Shares.

The Firm Placing Shares are not being made available to the public and none of the Firm Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.

The placing of up to 9,304,000 Firm Placing Shares, representing up to approximately 20 per cent. of the Company's current issued share capital, is not conditional upon shareholder approval and application will be made for these shares to be admitted to trading on AIM following the closing of the Placing book, with Firm Admission expected to become effective at 8 a.m. on or around 6 May 2014.

5. Related Party Transactions

Owing to the size of their shareholdings in the Company, the participation of Robert Keith and Richard Griffiths in the Placing will constitute related party transactions for the purposes of the AIM Rules.

The Directors consider, having consulted the Company's nominated adviser, Canaccord Genuity, that the terms on which Robert Keith and Richard Griffiths are participating in the Placing are fair and reasonable insofar as Shareholders are concerned.

6. Current trading and prospects

On 19 March 2014, the Company announced its net cash position was £18.9 million. In the announcement, Ali Mortazavi, Chief Executive Officer commented:

"The resurgence of RNA-based therapeutics has created a unique opportunity for us to capitalise on our world-leading technology. For the first time in many years we are approaching a fundraising from a position of strength with an exciting pipeline. Silence Therapeutics has broad delivery technologies in RNA therapeutics, which allow us to diversify our payloads from short interfering RNAs to micro RNAs and messenger RNAs. We look forward to the future with increased confidence."

7. General Meeting

If there is sufficient demand for Placing Shares over and above the maximum number of Firm Placing Shares, the Company will seek shareholder approval for the Conditional Placing and a notice convening a general meeting of the shareholders of the Company and an application form to participate in the Offer will be posted to shareholders with the circular, shortly after the closing of the Placing book.

The Resolutions that would be proposed are summarised below:

Resolution 1

An ordinary resolution to authorise the Directors to allot new Ordinary Shares at the Issue Price pursuant to the Conditional Placing and the Offer.

Resolution 2

A special resolution, pursuant to section 571 of the Companies Act, to disapply the statutory pre-emption rights on the allotment of equity securities, pursuant to the authority contained in Resolution 1. This Resolution would be conditional upon Resolution 1 becoming unconditional.

The authorities in Resolutions 1 and 2 would expire (unless previously revoked or varied by the Company in a general meeting) on the date 15 months from the passing of such Resolutions or at the conclusion of the next annual general meeting, whichever occurs first.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DEFINITIONS

APPENDIX

PLACING TERMS AND CONDITIONS

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND ABG SUNDAL COLLER ("ABGSC") AND, TOGETHER WITH CANACCORD GENUITY, THE "PLACING AGENTS") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made outside the United States in "offshore transactions" (as defined in and pursuant to Regulation S under the Securities Act ("Regulation S")) and may be made within the United States to "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act ("QIBs") in transactions that are exempt from, or not subject to, the registration requirements under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this announcement, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Canaccord Genuity, ABGSC or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

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

ABGSC Sundal Collier Norge ASA, which is regulated and supervised in Norway by the Financial Supervisory Authority of Norway (Finanstilsynet), is acting for Silence Therapeutics plc and for no one else in connection with the Placing and will not be responsible to anyone other than Silence Therapeutics plc for providing the protections afforded to clients of ABG Sundal Collier Norge ASA or for affording advice in relation to the Placing, or any other matters referred to herein.

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

Details of the Placing Agreement and the Placing Shares

The Company has entered into a placing agreement (the "Placing Agreement") with Canaccord Genuity and ABGSC, under which each of Canaccord Genuity and ABGSC has, subject to the terms set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing") at 230 pence per Placing Share (the "Issue Price"). 

The Placing Shares (which comprise the Firm Placing Shares and, subject to demand, the Conditional Placing Shares) will, when issued, be credited as fully paid and will rank pari passu in all respects with each other.

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

Application for listing and admission to trading

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Firm Placing Shares on the AIM market of the London Stock Exchange ("Admission"). It is expected that (i) Admission of the Firm Placing Shares will become effective and that dealings will commence on 6 May 2014, and in any event no later than 20 May 2014 and, subject to demand, that (ii) Admission of the Conditional Placing Shares will become effective and that dealings will commence on 23 May 2014, and in any event no later than 6 June 2014.

Participation in, and principal terms of, the Placing

Each of Canaccord Genuity and ABGSC and their respective Affiliates (as defined below) are entitled to participate as a Placee.

Prospective Placees will be identified and contacted by Canaccord Genuity or ABGSC.

The ABB is expected to close at 2.30 p.m. on 29 April 2014. However, the Company may, with the prior approval of Canaccord Genuity and ABGSC, bring forward or postpone this date. Canaccord Genuity and ABGSC may, in agreement with the Company, accept bids that are received after the ABB has closed. In the event such date is changed, the Company will notify investors who have applied for Placing Shares either by post, by electronic mail or by the publication of a notice through a regulatory information service provider to the London Stock Exchange.

Canaccord Genuity and ABGSC will re-contact and confirm orally to Placees the size of their respective allocations of Firm Placing Shares and, subject to demand, any Conditional Placing Shares and a trade confirmation will be dispatched as soon as possible thereafter. The oral confirmation by Canaccord Genuity or ABGSC of the size of allocations and each Placee's oral commitments to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein.

Canaccord Genuity and ABGSC reserve the right to scale back the number of Placing Shares to be subscribed by any Placee. The Company and the Placing Agents also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. Canaccord Genuity and ABGSC shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither Canaccord Genuity nor ABGSC nor any of their respective holding companies, subsidiaries, branches or affiliates (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of Canaccord Genuity nor ABGSC nor any of their respective Affiliates nor any person acting on their behalf shall have any liability to Placees in respect of its conduct of the Placing. No commissions will be paid to Placees or directly by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to Canaccord Genuity or ABGSC (as applicable). Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity or ABGSC (as applicable), to pay to Canaccord Genuity or ABGSC (as applicable) (or as Canaccord Genuity or ABGSC (as applicable) 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. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Canaccord Genuity or ABGSC of such amount.

The Company will release an announcement following the close of the ABB, detailing the aggregate number of the Placing Shares to be issued and the Issue Price.

All obligations of Canaccord Genuity and ABGSC under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions to the Placing".

Conditions to the Placing

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

Conditions to the Firm Placing

The obligations of Canaccord Genuity and ABGSC under the Placing Agreement in relation to the Firm Placing Shares are conditional, inter alia, on:

1. admission occurring by no later than 8.00 a.m. on 6 May 2014 (or such later date as may be agreed between the Company, Canaccord Genuity and ABGSC, not being later than 20 May 2014;

2. the Company delivering, by no later than 7.00 a.m. on the day of (and prior to) Firm Admission, to Canaccord Genuity and ABGSC certificates confirming, inter alia, that none of the representations, warranties and undertakings given by the Company in the Placing Agreement has been breached or was untrue, inaccurate or misleading when made or would cease to be true and accurate were it to be repeated by reference to the facts subsisting on the date of the certificates; and

3. the obligations of Canaccord Genuity and ABGSC not having been terminated prior to Firm Admission.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived), or (b) the Placing Agreement is terminated in the circumstances specified below, the Firm Placing will lapse and each Placee's rights and obligations thereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.

Conditions to the Conditional Placing

The obligations of Canaccord Genuity and ABGSC under the Placing Agreement in relation to the Conditional Placing Shares, should it be required, are conditional, inter alia, on:

1. the passing of the Resolutions at a general meeting of the shareholders of the Company;

2. admission occurring by no later than 8.00 a.m. on 23 May 2014 (or such later date as may be agreed between the Company, Canaccord Genuity and ABGSC, not being later than 6 June 2014;

3. the Company delivering, by no later than 7.00 a.m. on the day of (and prior to) Conditional Admission, to Canaccord Genuity and ABGSC certificates confirming, inter alia, that none of the representations, warranties and undertakings given by the Company in the Placing Agreement has been breached or was untrue, inaccurate or misleading when made or would cease to be true and accurate were it to be repeated by reference to the facts subsisting on the date of the certificates; and

4. the obligations of Canaccord Genuity and ABGSC not having been terminated prior to Conditional Admission.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived), or (b) the Placing Agreement is terminated in the circumstances specified below, the Conditional Placing will lapse and each Placee's rights and obligations thereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.

Neither Canaccord Genuity nor ABGSC 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 (or any element of it).

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

Right to terminate under the Placing Agreement

Canaccord Genuity may, at any time before Conditional Admission, terminate the Placing Agreement by giving notice to the Company if any of the following occurs:

a) any government regulation or other occurrence of any nature which, in the reasonable opinion of Canaccord Genuity, seriously and adversely affects or will or is reasonably likely to seriously and adversely affect the business of the Group taken as a whole;

b) a suspension or material limitation in trading in securities generally on the London Stock Exchange's market for listed securities or AIM, a general moratorium on commercial banking activities in London or New York or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom or United States of America, an incident of terrorism or the outbreak or escalation of hostilities involving the UK, any other EU Member State or the USA or the declaration by the UK, any other EU Member State or the USA of a national emergency or war or the occurrence of any other calamity or crisis resulting in a change in financial, political, market or economic conditions or currency exchange rates in the UK or US which, in the opinion of Canaccord Genuity acting in good faith makes it impractical or inadvisable to continue with the Placing;

c) any material adverse change in the financial position or prospects or business of the Company and, in the opinion of Canaccord Genuity acting in good faith, the effect of such change is such that any placees of the Placing Shares should not be required to subscribe for or purchase such shares at the Placing Price;

d) it comes to the knowledge of Canaccord Genuity that any of the Warranties was untrue, inaccurate or misleading in any material respect when made and/or that any of the Warranties would be untrue, inaccurate or misleading in any material respect if it were to be repeated at any time prior to Firm Admission or Conditional Admission (as applicable) by reference to the facts, matters and circumstances then subsisting;

e) it shall come to the notice of Canaccord Genuity that any statement in the Placing documents is incorrect or has become untrue, incorrect or misleading in any material respect as a result of a new matter or change or that a new matter has arisen or a change has taken place which would, if the Placing documents were published at that time, constitute a material omission from such documents; or

f) the Company fails to comply with any of its obligations under the Placing Agreement.

By participating in the Placing, each Placee agrees with Canaccord Genuity and ABGSC that the exercise by Canaccord Genuity of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and that Canaccord Genuity need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Canaccord Genuity shall have no liability whatsoever to the Placee 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 Placees' commitments will be made solely on the basis of the information contained in this announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules for Companies of the London Stock Exchange). Each Placee, by accepting a participation in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms to Canaccord Genuity, ABGSC and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord Genuity or ABGSC (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 its Affiliates, any persons acting on their behalf or the Company and neither Canaccord Genuity nor ABGSC nor any of their Affiliates, nor 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 Canaccord Genuity and ABGSC (as applicable) for itself and as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN GB00B9GTXM62) following each of Firm Admission and Conditional Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Canaccord Genuity and ABGSC reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Firm Placing and the Conditional Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it in each of the Firm Placing and the Conditional Placing, the Placing Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. Placees should settle against CREST ID: 805. It is expected that such trade confirmation will be despatched on 29 April 2014 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Canaccord Genuity and/or ABGSC.

It is expected that settlement in respect of the Firm Placing will be on or around 6 May 2014, on a T+4 basis in accordance with the instructions set out in the trade confirmation.

It is expected that, if applicable, settlement in respect of the Conditional Placing will be on or around 23 May on a T+17 basis in accordance with the instructions set out in the trade confirmation.

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 2 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, Canaccord Genuity or ABGSC (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 its 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, neither Canaccord Genuity nor ABGSC nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

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

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

2. acknowledges that no prospectus or offering document has been prepared in connection with the placing of the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Canaccord Genuity and ABGSC, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4. acknowledges that the Placing Shares of the Company will be admitted to the AIM market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

5. acknowledges that neither Canaccord Genuity nor ABGSC, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested Canaccord Genuity, ABGSC, any of their respective Affiliates or any person acting on their behalf to provide it with any such material or information;

6. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Canaccord Genuity, ABGSC, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither Canaccord Genuity, ABGSC, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that Canaccord Genuity, ABGSC, any of their Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

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

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

9. represents and warrants that the issue to the Placee, or the person specified by the Placee for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;

10. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (as defined below) and that the Company has not been registered as an "investment company" under the United States Investment Company Act of 1940, as amended;

11. represents and warrants that neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" with respect to the Placing Shares;

12. represents and warrants that it (and any person on behalf of whom it is acquiring the Placing Shares) is either: (i) outside of the United States and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S or (ii) located in the United States and is a QIB (to which the Placing Shares will be offered on a private placement basis) that has executed and delivered a "US investor representation letter";

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

14. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive;

15. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

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

17. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2007) (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

18. represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

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

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

21. acknowledges that none of Canaccord Genuity, ABGSC, any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither Canaccord Genuity, ABGSC, any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Canaccord Genuity's or ABGSC's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

22. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Canaccord Genuity nor ABGSC nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

23. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract;

24. acknowledges that it irrevocably appoints any director of Canaccord Genuity or ABGSC as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

25. represents and warrants that it is not a resident of any of Canada, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any such jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any such jurisdiction;

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

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

28. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement;

29. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord Genuity or ABGSC any money held in an account with Canaccord Genuity or ABGSC 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 FSA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Canaccord Genuity or ABGSC money in accordance with the client money rules and will be used by Canaccord Genuity or ABGSC in the course of its business; and the Placee will rank only as a general creditor of Canaccord Genuity or ABGSC (as the case may be);

30. acknowledges and understands that the Company, Canaccord Genuity, ABGSC and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements; and

31. acknowledges that the basis of allocation (including as between Firm Shares and Conditional Shares) will be determined by Canaccord Genuity and ABGSC at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

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

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

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

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

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

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

Each Placee may be asked to disclose in writing or orally to Canaccord Genuity and/or ABGSC:

(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.

For further information please contact: