THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER
TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GB GROUP PLC IN ANY JUSRISTICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Wednesday 29 June 2016
GB Group PLC ("GBG" or the "Company")
Proposed Acquisition of IDscan Biometrics Ltd
("IDscan Biometrics" or the "Acquisition")
and
Proposed Placing of up to 9,090,910 new Ordinary Shares (the
"Placing Shares") at a price of 275 pence each (the "Placing Price") to raise up to £25 million (the "Placing")
GBG (AIM: GBG), the identity intelligence specialist, is pleased to announce that it has conditionally agreed to acquire 100% of IDscan Biometrics, a provider of software that
automates on-boarding of customers and employees by simplifying the identity verification and data capture
process.
IDscan Biometrics helps authentication of documents including passports, visas, ID cards, driving
licenses, utility bills and work permits whilst also capturing facial biometrics which provides proof that those documents are
not stolen.
The combination represents a highly complementary capability set alongside GBG's unique global
Know Your Customer, Anti-Money Laundering and fraud detection solutions.
The consideration will consist of cash on completion of £37 million, with a further
maximum £8 million payable contingent on reaching revenue and EBITDA targets between 12 and 18 months from completion of the
Acquisition. The Company intends to finance the acquisition through a non-underwritten share placing to raise up to
£25 million and through borrowings under its existing back facilities. The
transaction is expected to be earnings accretive in the first 12 months of consolidated GBG ownership.
The Placing is being conducted through an accelerated bookbuild process which will be launched
immediately. Peel Hunt LLP is acting as sole bookrunner in connection with the Placing.
It is expected that the final number of Placing Shares will be agreed by Peel Hunt and GBG at the
close of the bookbuild and that the number of Placing Shares and the amount that the Company is to raise under the Placing will
be announced shortly afterwards. The timing for the close of the bookbuild and the allocation of Placing Shares shall be at the
absolute discretion of Peel Hunt. GBG reserves the right to issue and sell a greater or lesser number of shares through the
Placing.
Highlights
Acquisition highlights
§ Creates a world leader in proprietary global document validation and
biometric and identity verification.
§ Provides access to a large global addressable market: spending on
credit, fraud, risk and compliance is in excess of US$19 billion a year.
§ Enhances GBG's global KYC, AML and fraud solutions
capability.
§ Automated identity verification technology is scalable within GBG's
global footprint.
§ IDscan Biometrics is highly synergistic with GBG and opens up new
cross-selling opportunities.
§ The transaction is earnings accretive in the first twelve months of
ownership.
Placing highlights
§ GBG intends to raise approximately up to £25 million before
expenses through a placing by Peel Hunt of 9,090,910 new ordinary shares of the Company of 2.5 pence each at a price of 275 pence
per share.
§ The Placing is being conducted by way of an accelerated bookbuild on the
Company's behalf by Peel Hunt. The bookbuild will open with immediate effect following this Announcement.
§ The timing of the closing of the bookbuild, the final size of the
Placing, and allocations are at the discretion of the Company and Peel Hunt. A further announcement will be made following
closing of the placing book confirming the final size of the Placing.
§ The Placing Price represents a discount of approximately 4.5 per cent.
to the closing mid-market price of GBG's existing ordinary shares of 288 pence on 28 June 2016, being the last practicable date
before this announcement.
§ It is expected that, if all 9,090,910
Placing Shares are issued, they will represent approximately 7.3 per cent. of the Company's existing issued
share capital.
§ The Placing is conditional upon Admission.
§ Further details of the Placing are set out in the appendix to this
announcement.
Richard Law, GBG's CEO, commented,
“I am delighted to announce our acquisition of IDscan Biometrics. GBG has followed IDscan
Biometrics over the years and we have seen this business grow strongly, winning significant enterprise customers. IDscan
Biometrics has a very strong team, has great products and is a great strategic and cultural fit for GBG. I am very pleased to
welcome IDscan Biometrics into the GBG family of companies and myself and the Board are confident of continued success for GBG
and IDscan Biometrics.”
For further information, please contact:
|
GB Group plc
Richard Law, Chief Executive
Dave Wilson, Group Finance and Operations Director
|
01244 657333
|
|
Peel Hunt LLP (Nominated Adviser and Broker)
Richard Kauffer
Euan Brown
|
020 7418 8900
|
|
Newgate
Bob Huxford
Robyn McConnachie
Ed Treadwell
|
020 7860 6550
|
|
Website
|
www.gbgplc.com
|
About GBG
The most profitable and successful organisations recognise the value of understanding the
individual identity of their customers and employees. GBG combines this concept of identity with technology to create an
environment of trust, so that organisations can employ people and connect, communicate and transact with consumers, safely and
responsibly. We call this Identity Intelligence.
Introduction to the acquisition of IDscan Biometrics
GBG, the identity intelligence specialist, is pleased to announce that it has conditionally agreed
to acquire 100% of IDscan Biometrics, a provider of software that automates on-boarding of customers and employees by simplifying
the identity verification and data capture process.
IDscan Biometrics helps authentication of documents including passports, visas, ID cards, driving
licenses, utility bills and work permits whilst also capturing facial biometrics which provides proof that those documents are
not stolen.
The combination represents a highly complementary capability set alongside GBG's unique global
Know Your Customer, Anti-Money Laundering and fraud detection solutions.
The consideration will consist of cash on completion of £37 million, with a further
maximum £8.0 million payable contingent on revenue and EBITDA targets between 12 and 18 months from completion of the
Acquisition. The acquisition is financed through £12 million debt and a
£25 million equity placing as detailed below. The transaction is expected
to be earnings accretive in the first 12 months of consolidated GBG ownership.
Financial information on IDscan Biometrics
For the year ended 31 July 2015, IDscan Biometrics' revenues were £7.6 million (2014*: £3.2
million), delivering a gross profit of £6.1 million (2014: £2.6 million) and an adjusted operating profit of £3.2
million1. The balance sheet of IDscan Biometrics had £1.6 million in cash and net assets
of £1.2 million.
* Unaudited accounts as the company was below the threshold at which an audit is
required.
(1) After adjusting for fully expensing of research and development costs in IDscan
Biometrics.
Acquisition rationale
The acquisition of IDscan Biometrics moves GBG from being a software aggregator to a proprietary
operator of both Document and Identity Data Validation. The Acquisition would place GBG as the sole provider of a proprietary
document validation, biometric, global identity and address data verification and fraud detection solution. It removes the
reliance on third party software, provides GBG with IP for an emerging technology, and creates an expanded global product
offering.
Global spending on credit, fraud, risk and compliance is in excess of US$19 billion a year. With
GBG's total addressable market estimated to be $15.7bn, the demand for registering identities and managing risk will continue to
rise geographically, across industries and enterprise of all sizes. As a result of this Acquisition, GBG will have global sales
and channel opportunities in the UK and 13 countries worldwide.
Integration strategy
The Founders of IDscan Biometrics will remain with the business for up to 18 months
post-completion of the Acquisition and an accelerated handover plan will be implemented. GBG will invest further in the Sales,
Marketing and Product, including an expanded salesforce, alignment with GBG IDV and Fraud Solutions and investments to expand
into new geographies. A senior GBG Sales Director and Head of Products will be seconded to IDscan Biometrics to help with
the integration and synergies with existing platforms.
Details of the proposed placing
Under the terms of a placing agreement entered into today between Peel Hunt and the Company (the
"Placing Agreement"), Peel Hunt has agreed to use its reasonable endeavours to procure persons to subscribe for the Placing
Shares at the Placing Price of 275 pence each to raise up to £25 million (before expenses) for the Company. The Placing Price
represents a discount of approximately 4.5 per cent. to the closing mid market price of shares in the Company at 28 June 2016,
the latest practicable date prior to the publication of this announcement. If all the Placing Shares are issued, they will
represent approximately 7.3 per cent. of the Company's enlarged issued share capital.
The Placing Shares will, following Admission, rank pari passu with the existing issued Ordinary
Shares and will have the right to receive all dividends and other distributions declared, made or paid in respect of the issued
Ordinary Share capital of the Company following Admission including the final dividend of of 2.08 pence per share declared on 8
June 2016.
The Placing Agreement contains customary warranties from the Company in favour of Peel Hunt in
relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Group and its
business. In addition, the Company has agreed to indemnify Peel Hunt in relation to certain liabilities it may incur in respect
of the Placing. Peel Hunt has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in
particular, in the event of a material breach of the warranties given to Peel Hunt in the Placing Agreement or the failure of the
Company to comply in any material respect with any of its obligations under the Placing Agreement.
The Placing is conditional upon, amongst other things, Admission becoming effective and the
Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 1 July 2016 or such later date (being not
later than 8.00 a.m. on 15 July 2016) as the Company and Peel Hunt may agree. Application has been made to the London Stock
Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and that dealings will
commence at 8.00 a.m. on 1 July 2016.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
1. Eligible participants
The information in this Appendix is directed only at persons who are FSMA Qualified
Investors.
Members of the public are not eligible to take part in the Placing.
2. Bookbuild
Peel Hunt is commencing a share placing bookbuild process ("the Bookbuild") for the purpose of
assessing demand from institutional and other investors for subscribing for Placing Shares at the Placing Price and the Company
then issuing those shares under the Placing to raise up to £25 million for the
Company before expenses.
The Bookbuild is expected to close at or before 6.00 p.m. today, 29
June 2016. It is intended that the Company and Peel Hunt then finalise the number of Placing Shares that are to
be issued through the Placing. If they do, the Company and Peel Hunt will release an announcement through the Regulatory
News Service stating the number of Placing Shares to be issued under the Placing. If the Company and Peel Hunt do not reach
agreement on this number, the Placing will not proceed.
Peel Hunt will determine the basis for allocating Placing Shares to bids submitted to it in the
Bookbuild and may at its discretion (i) accept bids, either in whole or in part, (ii) accept bids that
are received after the Bookbuild has closed, and/or (iii) scale down all or any bids on such basis as it considers
appropriate. Peel Hunt may carry out the Placing by any alternative method to the Bookbuild as it
chooses. Neither Peel Hunt nor any other Peel Hunt Person will have any liability to Placees (subject to applicable law) or
to anyone else other than the Company in respect of the Placing or in respect of its conduct of the Bookbuild or of any
alternative method that it may adopt for carrying out the Placing.
The Company and Peel Hunt may, by agreement with each other, increase the amount to be raised
through the Placing. The Company also reserves the right to allow officers
of the Company and/or employees of its Group members to subscribe for some of the Placing Shares at the Placing Price, with Peel
Hunt's agreement, on substantially the same or similar terms as apply to those FSMA Qualified Investors subscribing for shares
under the Placing.
In this Appendix:
(a) "FSMA Qualified Investor" means a person who is a
"qualified investor" as referred to at section 86(7) of FSMA and at or to whom any private communication relating to the Company
that is a "financial promotion" (as such term is used in relation to FSMA) may lawfully be issued, directed or otherwise
communicated without the need for it to be approved, made or directed by an "authorised person" as referred to in
FSMA;
(b) "Group" means the group comprising the Company and its
subsidiary undertakings;
(c) "Ordinary Shares" means ordinary shares of
2.5 pence each in the Company's capital;
(d) "Peel Hunt Person" means any person being (i) Peel Hunt,
(ii) an undertaking which is a subsidiary undertaking of Peel Hunt, (iii) a parent undertaking of Peel Hunt or (other than Peel
Hunt) a subsidiary undertaking of any such parent undertaking, or (iv) a director, officer, agent or employee of any such person;
and
(e) "Regulatory News Service" means the electronic information
dissemination service operated by the London Stock Exchange's Company Announcements Office, or any alternative "PIP service"
(primary information provider service) which the Company has selected for the purposes of making regulatory announcements;
and
(f) "you" or "Placee" means any
person who becomes committed through the Bookbuild to subscribe for Placing Shares,
and terms defined elsewhere in this announcement have the same meanings, unless the context
requires otherwise.
3. Participation and
settlement
Participation in the Bookbuild is only available to persons who are
invited to participate in it by Peel Hunt.
If you are invited to participate in the Bookbuild and wish to do so, you should communicate your
bid by telephone to your usual sales contact at Peel Hunt. Each bid should state the number of
Placing Shares which you wish to subscribe for at the Placing Price. If your bid is successful, in
whole or in part, your allocation will be confirmed orally following the close of the Bookbuild. Peel Hunt's oral
confirmation of your allocation will constitute a legally binding commitment on your part to subscribe for the number of Placing
Shares allocated to you at the Placing Price on the terms and subject to the conditions set out or referred to in this Appendix
and subject to the Company's constitution.
A person who submits a bid in the Bookbuild will not be able, without Peel Hunt's agreement, to
vary or revoke the bid before the close of the Bookbuild. Such a person will not be able, after the close of the Bookbuild,
to vary or revoke a submitted bid in any circumstances.
If you are allocated Placing Shares in the Bookbuild, you will be sent a written confirmation
stating (i) the number of Placing Shares allocated to you, (ii) the aggregate amount you will be required to pay for those
Placing Shares at the Placing Price, (iii) relevant settlement information, and (iv) settlement instructions. A settlement
instruction form will accompany each written confirmation and, on receipt, should be completed and returned by the date and time
stated in it. Settlement of transactions in the Placing Shares will take place within the CREST system, subject to certain
exceptions, on a "delivery versus payment" (or "DVP") basis. Peel Hunt reserves the right to require settlement for and/or
delivery to any Placee of any Placing Shares by such other means as it may deem appropriate if delivery or settlement is not
possible or practicable within the CREST system within the timetable set out in this announcement. If your Placing Shares
are to be delivered to a custodian or settlement agent, you should ensure that the written confirmation is copied and delivered
immediately to the appropriate person within that organisation.
Each Placee's obligations to subscribe and pay for Placing Shares under the Placing will be owed
to each of the Company and Peel Hunt. No commissions will be paid to or by Placees in respect of their agreement to
subscribe for any Placing Shares.
Placees' commitments in respect of New Shares will be made solely on the basis of the information
contained in this announcement and on the terms contained in it. No admission document for the purposes of the AIM Rules or
prospectus or shareholder circular is required to be published, or has been or will be published, in relation to the Placing or
the New Shares.
4. Placing conditions
Under the terms of the Placing Agreement Peel Hunt has agreed to use its reasonable endeavours as
the Company's agent to procure subscribers for Placing Shares at the Placing Price.
The Placing is conditional on (i) Peel Hunt's obligations under the Placing Agreement not being
terminated in accordance with its terms, (ii) Admission taking place not later than 8.30 a.m. on 1
July 2016, and (iii) Peel Hunt's obligations under the Placing
Agreement becoming unconditional in all other respects. Peel Hunt reserves the right to waive or extend the time and or
date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 5.00 p.m. on
15 July 2016 ("the Long Stop Date"). If any condition to the Placing is not
fulfilled or waived by Peel Hunt by the relevant time, the Placing will lapse and your rights and obligations in respect of the
Placing will cease and terminate at such time.
Peel Hunt's obligations under the Placing Agreement may be terminated by
Peel Hunt prior to Admission in certain circumstances including, among other things, following a material breach of the Placing
Agreement by the Company. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any
condition in the Placing Agreement and any decision by Peel Hunt whether or not to extend the time for satisfaction of any
condition in the Placing Agreement are within Peel Hunt's absolute discretion (as is the exercise of any right or power of Peel
Hunt under the terms of this Appendix. Peel Hunt will have no liability to you or to anyone else in respect of any such
termination, waiver or extension or any decision to exercise or not to exercise any such right of termination, waiver or
extension.
5. Placees' warranties and
undertakings
By communicating a bid to Peel Hunt under the Bookbuild you will irrevocably acknowledge and
confirm and warrant and undertake to, and agree with, each of the Company and Peel Hunt (in its capacity
as placing agent), in each case as a fundamental term of your application for Placing Shares of the
Company's obligation to allot and/or issue any Placing Shares to you or at your direction, that:
(a) you agree to and accept all the terms set out in this
announcement;
(b) your rights and obligations
in respect of the Placing will terminate only in the circumstances referred to in this announcement and will not
be subject to rescission or termination by you in any circumstances;
(c) this announcement, which has been issued by the Company,
is within the sole responsibility of the Company;
(d) you have not been, and will not
be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group
in connection with the Placing, other than by the Company as included in this announcement or to the effect that the Company is
not now in breach of its obligations under the London Stock Exchange's AIM Rules for Companies to disclose publicly in the
correct manner all such information as is required to be so disclosed by the Company;
(e) you have not relied on any
representation or warranty in reaching your decision to subscribe for Placing Shares under the Placing, save as given or made by
the Company as referred to in the previous paragraph;
(f) you are not a client of Peel
Hunt in relation to the Placing and Peel Hunt is not acting for you in connection with the Placing and will not be responsible to
you in respect of the Placing for providing protections afforded to its
clients;
(g) you have not been, and will not
be, given any warranty or representation by any Peel Hunt Person in relation to any Placing Shares, the Company or any other
member of its Group and no Peel Hunt Person will have any liability to you for any information contained in this announcement or
which has otherwise been published by the Company or for any decision by you to participate in the Placing based on any such
information or on any other information provided to you;
(h) you will pay the full subscription sum at the Placing
Price as and when required in respect of all Placing Shares finally allocated to you and will do all things necessary on your
part to ensure that payment for such shares and their delivery to you or at your direction is completed in accordance with the
standing CREST instructions (or, where applicable, standing certificated settlement instructions) that you have in place with
Peel Hunt or put in place with Peel Hunt with its agreement;
(i) you are permitted to
subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to you and you have complied,
and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the
Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007) and have obtained all governmental and other consents (if
any) which may be required for the purpose of, or as a consequence of, such subscription, and you will provide promptly to Peel
Hunt such evidence, if any, as to the identity or location or legal status of any person which Peel Hunt may request from you
(for the purpose of its complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to
which any person is subject or otherwise) in the form and manner requested by Peel Hunt on the basis that any failure by you to
do so may result in the number of Placing Shares that are to be allotted and/or issued to you or at your direction pursuant to
the Placing being reduced to such number, or to nil, as Peel Hunt may decide at its sole discretion;
(j) you have complied
and will comply with all applicable provisions of the FSMA with
respect to anything done or to be done by you in relation to any Placing Shares in, from or otherwise involving the United
Kingdom and you have not made or communicated or caused to be made or communicated, and you will not make
or communicate or cause to be made or communicated, any "financial promotion" in relation to Placing Shares in contravention of
section 21 of FSMA;
(k) you are a FSMA Qualified Investor;
(l) you are acting as principal only in respect of the Placing or, if you are acting for any other person (i)
you are duly authorised to do so, (ii) you are and will remain liable to the Company and/or Peel Hunt for the performance of all
your obligations as a Placee in respect of the Placing (regardless of the fact that you are acting for another person), (iii) you
are both an "authorised person" for the purposes of FSMA and a "qualified investor" as defined at Article 2.1(e)(i) of Directive
2003/71/EC (known as the Prospectus Directive) acting as agent for such person, and (iv) such person is either (1) a FSMA
Qualified Investor or (2) a "client" (as defined in section 86(2) of FSMA) of yours that has engaged you to act as his agent on
terms which enable you to make decisions concerning the Placing or any other offers of transferable securities on his behalf
without reference to him;
(m) nothing has been done or will be done by you in relation
to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in
relation to the Company or to any Ordinary Shares in accordance with FSMA or the UK Prospectus Rules or in accordance with any
other laws applicable in any part of the European Union or the European Economic Area;
(n) you will not treat any Placing
Shares in any manner that would contravene any legislation applicable in any territory or jurisdiction and no aspect of your
participation in the Placing will contravene any legislation applicable in any territory or jurisdiction in any respect or cause
the Company or Peel Hunt to contravene any such legislation in any respect;
(o) (in this paragraph "US person" and other applicable terms
have the meanings that they have in Regulation S made under the US Securities Act of 1933, as
amended) (i) none of the Placing Shares have been or will be registered under that Act or under the
securities laws of any State of or other jurisdiction within the United States, (ii) subject to certain exceptions, no Placing
Shares may be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the
account or benefit of, any US person, (iii) you are (unless otherwise expressly agreed with Peel Hunt) neither within the United
States nor a US person, (iv) you have not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares
to persons within the United States, directly or indirectly, (v) neither you, your affiliates, nor any persons acting on your
behalf, have engaged or will engage in any directed selling efforts with respect to the Placing Shares, (vi) you will not be
subscribing Placing Shares with a view to resale in or into the United States, and (vii) you will not distribute this
announcement or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any
persons resident in the United States;
(p) Peel Hunt may satisfy its obligations to procure Placees
by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other Peel Hunt Person
or any person associated with any Peel Hunt Person to do so or by allowing officers of the Company and/or employees of Group
companies to subscribe for Placing Shares under the Placing at the Placing Price;
(q) time is of essence as regards your obligations under this
Appendix;
(r) this Appendix and any
contract which may be entered into between you and Peel Hunt and/or the Company pursuant to this Appendix or the Placing, and all
non-contractual obligations arising between you and Peel Hunt and/or the Company in respect of the Placing, will be governed by
and construed in accordance with the laws of England, for which purpose you
submit (for yourself and on behalf of any person on whose behalf you are acting) to the exclusive jurisdiction of the English
courts as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of
the Company and Peel Hunt will have the right to bring enforcement proceedings in respect of any judgement obtained against you
in the English courts or in the courts of any other relevant jurisdiction;
(s) each right or remedy of the Company or Peel Hunt
provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of
any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;
(t) any document that is to be sent to you in connection
with the Placing will be sent at your risk and may be sent to you at any address provided by you to Peel Hunt; and
(u) none of your rights or obligations in respect of the
Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure by any
other Placee to meet any of its obligations in respect of the Placing will affect any of your obligations in respect of the
Placing.
6. Payment default
Your entitlement to receive any Placing Shares will be conditional on Peel Hunt's receipt of
payment in full for such shares by the relevant time to be stated in the written confirmation referred to
above, or by such later time and date as Peel Hunt may decide, and otherwise in accordance with that
confirmation's terms. Peel Hunt may waive such condition, and will not be liable to you for any decision to waive or not to
waive such condition.
If you fail to make such payment by the required time for any Placing Shares (1) the Company may
release itself, and (if it decides to do so) will be released from, all obligations it may have to allot and/or issue any such
Placing Shares to you or at your direction which are then unallotted and/or unissued, (2) the Company may exercise all rights of
lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its constitution
or by law and to the extent that you then have any interest in or rights in respect of any such shares, (3) the Company or, as
applicable, Peel Hunt may sell (and each of them is irrevocably authorised by you to do so) all or any of such shares on your
behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Peel Hunt (i) any
amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing
Shares and (ii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect
of such sale and (4) you will remain liable to the Company and to Peel Hunt for the full amount of any losses and of any costs
which it may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time,
and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained
for such sale by or for it. Interest may be charged in respect of payments not received by Peel Hunt for value by the
required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.
7. Overseas jurisdictions
The distribution of this announcement and the offering and/or issue of shares pursuant to the
Placing in certain jurisdictions is restricted by law. FSMA Qualified Investors who seek to participate in the Placing must
inform themselves about and observe any such restrictions. In particular, this document does not constitute or form part of
any offer or invitation, nor a solicitation of any offer or invitation, to subscribe for or acquire or sell or purchase or
otherwise deal in Ordinary Shares in the United States, Canada, Japan or Australia or in any other jurisdiction in which any such
offer, invitation or solicitation is or would be unlawful. The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended or under the securities laws of any State of or other jurisdiction within the
United States, and, subject to certain exceptions, may not be offered or sold, resold or delivered, directly or indirectly, in or
into the United States, or to, or for the account or benefit of, any US persons (as defined in Regulation S under that
Act). No public offering of the Placing Shares is being or will be made in the United States.