POLX Polarean Imaging Plc

THIS ANNOUNCEMENT 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 AUSTRALIA, CANADA, JAPAN, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN POLAREAN IMAGING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

THE SECURITIES DISCUSSED HEREIN ARE NOT 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, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("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.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

21 May 2024

Polarean Imaging plc

("Polarean" or the "Company")

Proposed Placing, Subscription and Open Offer

Polarean Imaging plc (AIM: POLX), a commercial-stage medical device leader in advanced Magnetic Resonance Imaging ("MRI") of lung function, announces its intention to raise a minimum of US$10 million (£7.9 million) gross proceeds by means of a placing to institutional and other investors (the "Placing") and a direct subscription with the Company (the "Subscription") of, in aggregate, at least 786,874,919 new Ordinary Shares at a price of 1 pence per new Ordinary Share (the "Issue Price").

Highlights:

·      A Placing to raise a minimum of US$5.2 million (£4.1 million), before expenses, through the issue of at least 407,522,525 million new Ordinary Shares at the Issue Price

·      NUKEM Isotopes GmbH ("NUKEM"), a leading global supplier of Xenon-129, and current 10.4 per cent owner of the Company's Ordinary Share capital, intends to subscribe for a total of approximately US$2.5 million, representing 196,718,731 new Ordinary Shares in the Subscription at the Issue Price

·      Bracco Imaging S.p.A. ("Bracco"), the world-leading diagnostic imaging provider and current 7.6 per cent owner of the Company's Ordinary Share capital, intends to subscribe for a total of approximately US$2 million, representing 157,374,985 new Ordinary Shares in the Subscription at the Issue Price

·      Certain Directors of the Company and Management intend to subscribe for up to a total of approximately US$321,000 million, representing 25,258,678 new Ordinary shares in the Subscription at the Issue Price

·      Up to a further £2 million (US$2.5 million) through the issue of up to approximately 200,000,000 million new Ordinary Shares by way of an Open Offer to all Qualifying Shareholders at the Issue Price (the "Open Offer") (the Placing, Subscription and Open Offer together being the "Fundraise")

·    The net proceeds of the Fundraise will be used to accelerate commercialisation of XENOVIEW^TM, to support the continued investment in research and development including, amongst other developments, finalisation of the FDA plan to expand indications to gas exchange, to support efforts to continue to develop strategic partnerships and to provide additional working capital and for general corporate purposes

·    The net proceeds of the Fundraise, together with the Company's existing cash resources, are expected to extend the Company's cash runway into Q1 2026

·    The Commercial Plan, as announced in the 2024 Polarean Strategy Update in February, remains in effect and the Company reaffirm the near term guidance of achieving revenues of US$2 million to US$3 million in 2024. A number of highly active discussions with academic and medical institutions are positive and ongoing

Stifel is acting as Nominated Adviser and Sole Corporate Broker in connection with the proposed Fundraise and Admission and Sole Bookrunner to the Company in connection with the Placing.

The Placing Shares are being offered by way of an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following the release of this Announcement. The Placing is subject to the terms and conditions set out in Appendix II to this Announcement.

The Placing will consist of two tranches:

·    EIS/VCT Placing Shares issued to EIS/VCT Investors, being those investors seeking to invest in "eligible shares" for the purposes of EIS/VCT relief, conditional on, inter alia, the passing by Shareholders of the Resolutions at the General Meeting (the "EIS/VCT Placing"); and

·    General Placing Shares issued to Placees other than the EIS/VCT Investors (the "General Placing") and Subscription Shares, both conditional on, inter alia, the passing by Shareholders of the Resolutions at the General Meeting.

In addition, the Company intends to raise up to a further £2 million (US$2.5 million) by way of an Open Offer on the basis of 9 Open Offer Share for every 10 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date.

The exchange rate used in relation to the Fundraise is £1.00 = US$1.27, unless otherwise stated, being the closing rate on 20 May 2024, being the latest practicable date prior to the date of this Announcement.

The Fundraise consists of the Placing Shares issued under the Placing, the Subscription Shares issued under the Subscription and the Open Offer Shares issued under the Open Offer (the "New Ordinary Shares").

The Placing, Subscription and Open Offer are conditional upon obtaining authorities to allot shares for cash and disapply pre-emption rights under section 551 and section 570, respectively, of the Act. Accordingly, the Fundraise is conditional, among other things, on the passing of the Resolutions to be proposed at the General Meeting. A Circular setting out the full details, terms and conditions and timetable of the Fundraise and Notice of General Meeting is expected to be sent to Shareholders and published on the Company's website on or around 23 May 2024.

The Placing Shares and the Subscription Shares are not being made available to the public and the Open Offer shares will only be available to Qualifying Shareholders. The Placing, Subscription and Open Offer are not being underwritten.

Applications will be made to the London Stock Exchange for Admission. It is expected that (i) settlement of the EIS/VCT Placing Shares and First Admission will become effective at 8.00 a.m. on 17 June 2024, and (ii) settlement of the General Placing Shares, Subscription Shares and Open Offer Shares and Second Admission will become effective at 8.00 a.m. on 18 June 2024 and that dealings in the New Ordinary Shares will commence at those times.

The New Ordinary Shares will represent at least 82 per cent of the Enlarged Share Capital (assuming the minimum number of Placing Shares are issued and the maximum number of Open Offer Shares are issued).

The Issue Price is at a discount of approximately 73 per cent to the Closing Price of an existing Ordinary Share on 20 May 2024 (the latest practicable date prior to the date of this Announcement).

Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the Bookbuild. The final Circular, containing the terms and conditions of the Open Offer and Notice of General Meeting is expected to be sent to Shareholders and published on the Company's website on or around 23 May 2024.

The capitalised terms not otherwise defined in the text of this Announcement are defined in Appendix III and the expected timetable of the principal events is set out in Appendix IV.

Enquiries:

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this Announcement on behalf of the Company is Christopher von Jako, Chief Executive Officer.

Appendix II to this Announcement (which forms part of this Announcement) sets out further information relating to the Placing, including its terms and conditions. 

Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix II.

About Polarean

Polarean is a revenue-generating medical imaging technology company revolutionizing pulmonary medicine through direct visualization of lung function by introducing the power and xenoview of MRI to the respiratory healthcare community. This community is in desperate need of modern solutions to accurately assess lung function. The Company strives to optimize lung health and prevent avoidable loss by illuminating hidden disease, addressing the global unmet medical needs of more than 500 million patients worldwide suffering from chronic respiratory disease. Polarean is a leader in the field of hyperpolarization science and has successfully developed the first and only hyperpolarized Xenon MRI inhaled contrast agent, XENOVIEW™, which is now FDA-approved in the United States. Polarean is dedicated to researching, developing, and commercialising innovative imaging solutions with its non-invasive and radiation-free pulmonary functional MRI platform. This comprehensive drug-device platform encompasses the proprietary Xenon gas blend, gas hyperpolarization system, as well as software and accessories, facilitating fully integrated modern respiratory imaging operations. Founded in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is committed to increasing global awareness of and broad access to its XENOVIEW MRI technology platform. For the latest news and information about Polarean, please visit www.polarean.com.

XENOVIEW IMPORTANT SAFETY INFORMATION 

Indication

XENOVIEW™, prepared from the Xenon Xe 129 Gas Blend, is a hyperpolarized contrast agent indicated for use with magnetic resonance imaging (MRI) for evaluation of lung ventilation in adults and pediatric patients aged 12 years and older.

Limitations of Use

XENOVIEW has not been evaluated for use with lung perfusion imaging.

CONTRAINDICATIONS

None.

Warnings and Precautions

Risk of Decreased Image Quality from Supplemental Oxygen: Supplemental oxygen administered simultaneously with XENOVIEW inhalation can cause degradation of image quality. For patients on supplemental oxygen, withhold oxygen inhalation for two breaths prior to XENOVIEW inhalation, and resume oxygen inhalation immediately following the imaging breath hold.

Risk of Transient Hypoxia: Inhalation of an anoxic gas such as XENOVIEW may cause transient hypoxemia in susceptible patients. Monitor all patients for oxygen desaturation and symptoms of hypoxemia and treat as clinically indicated.

Adverse Reactions 

Adverse Reactions in Adult Patients: The adverse reactions (> one patient) in efficacy trials were oropharyngeal pain, headache, and dizziness.  Adverse Reactions in Pediatric and Adolescent Patients: In published literature in pediatric patients aged 6 to 18, transient adverse reactions were reported: blood oxygen desaturation, heart rate elevation, numbness, tingling, dizziness, and euphoria. In at least one published study of pediatric patients aged 6 to 18 years, transient decrease in SpO2% and transient increase in heart rate was reported following hyperpolarized xenon Xe 129 administration. XENOVIEW is not approved for use in pediatric patients less than 12 years of age.

Please see full prescribing information at www.XENOVIEW.net

IMPORTANT NOTICES AND DISCLAIMER

This announcement (the "Announcement") and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, Russia, the Republic of South Africa or the United States or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in Australia, Canada, Japan, Russia, the Republic of South Africa or the United States or any other state or jurisdiction where to do so would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.  This Announcement has not been approved by the London Stock Exchange or by any other securities exchange.

The New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The New Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, Russia, the Republic of South Africa or the United States or to, or for the account or benefit of, any national, resident or citizen in Australia, Canada, Japan, Russia, the Republic of South Africa or the United States.  No public offering of securities is being made in the United States.

No public offering of the New Ordinary Shares is being made in the United States, United Kingdom or elsewhere. All offers of the New Ordinary Shares will be made pursuant to an exemption under the UK version of the Prospectus Regulation (EU) 2017/1129, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "Prospectus Regulation") from the requirement to produce a prospectus. As a result, no prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who have been selected by Stifel and who are: (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing measure in such member states, the "EEA Prospectus Regulation"); (b) in the United Kingdom, "qualified investors" within the meaning of the Prospectus Regulation, who are persons who: (i) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (c) persons to whom it may otherwise be lawfully 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. Any investment or investment activity to which this Announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the directors or the Company, or by any of its or their respective partners, employees, advisers, affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement contains inside information for the purposes of Article 7 of MAR, encompassing information relating to the Fundraise described above, and is disclosed in accordance with the Company's obligations under Article 17 of 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, upon publication of this Announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Corporate Broker in connection with the proposed Placing, Subscription, Open Offer and Admission and Sole Bookrunner to the Company in connection with the proposed Placing. Persons receiving this Announcement should note that Stifel Nicolaus Europe Limited is not acting for anyone other than the Company (including a recipient of this Announcement) and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel Nicolaus Europe Limited or for advising any other person in respect of the proposed Placing, Subscription, Open Offer and Admission or any transaction, matter or arrangement referred to in this Announcement. Stifel Nicolaus Europe Limited has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Stifel Nicolaus Europe Limited, for the accuracy of any information or opinions contained in this Announcement or for the omission of any information, nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinions contained in this Announcement or for the omission of any information. Stifel Nicolaus Europe Limited expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Announcement. Stifel Nicolaus Europe Limited, as nominated adviser and broker to the Company, owes certain responsibilities to the London Stock Exchange which are not owed to the Company or the Directors.

This Announcement includes 'forward-looking statements' which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'could' or 'similar' expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

This Announcement does not identify or suggest, or purport to identify or suggest, all of the risks (direct or indirect) that may be associated with an investment in the Fundraise. This Announcement does not constitute a recommendation concerning any investor's decision to purchase or subscribe for Ordinary Shares. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.   Any investment decision to subscribe for New Ordinary Shares must be made solely on the basis of publicly available information, which has not been independently verified. 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised.

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

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA's Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for distribution through all distribution channels as are permitted by the EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing or the Open Offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own UK Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing or the Open Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX I - EXTRACTS FROM THE CIRCULAR

1. INTRODUCTION

Polarean Imaging plc is a revenue-generating medical imaging technology company revolutionizing pulmonary medicine through direct visualisation of lung function by introducing the power and safety of MRI to the respiratory healthcare community. This community is in desperate need of modern solutions to accurately assess lung function. The Company strives to optimise lung health and prevent avoidable loss by illuminating hidden disease, addressing the global unmet medical needs of more than approximately 500 million patients worldwide suffering from chronic respiratory disease. Polarean is a leader in the field of hyperpolarisation science and has successfully developed the first and only hyperpolarised Xenon MRI inhaled contrast agent, XENOVIEW™, which is now FDA-approved in the United States. Polarean is dedicated to researching, developing, and commercialising innovative imaging solutions with its non-invasive and radiation-free pulmonary functional MRI platform. This comprehensive drug-device platform encompasses the proprietary Xenon gas blend, gas hyperpolarisation system, as well as software and accessories, facilitating fully integrated modern respiratory imaging operations. Founded in 2012, with offices in Durham, NC, and London, United Kingdom, Polarean is committed to increasing global awareness of and broad access to its XENOVIEW MRI technology platform.

On 28 December 2022, the Company announced that the FDA had granted approval for its first drug device combination product, XENOVIEW (xenon Xe 129 hyperpolarised). 129 Xe MRI is also currently being studied for visualisation and quantification of gas exchange regionally in the smallest airways of the lungs, across the alveolar tissue membrane, and into the pulmonary bloodstream for future clinical indications. The Company also announced that, simultaneously with the approval of the XENOVIEW NDA, two 510(k) devices were cleared by the FDA that will support a successful launch of the technology into the clinical marketplace.

On 21 May, the Company announced its intention to raise a total of £4.1 million (US$5.2 million) (before expenses) by means of the Placing of, in aggregate, 407,522,525 Placing Shares at the Fundraise Price per Placing Share. The Company also intends to raise a total of £3.8 million (US$4.8 million) (before expenses) by way of the Subscription of, in aggregate, 379,352,394 Subscription Shares at the Fundraise Price per Subscription Share. In addition, the Board has also set out its intention to raise up to a further £2 million (US$2.5 million) (assuming full take up of the Open Offer) by way of the Open Offer to all Qualifying Shareholders to provide them with the opportunity to participate in the Fundraise.

The Open Offer is being conducted on the basis of 9 Open Offer Shares for every 10 Existing Ordinary Shares held on the Record Date at the Fundraise Price per Open Offer Share. Qualifying Shareholders subscribing for their full Basic Entitlement under the Open Offer may also apply for additional Open Offer Shares through the Excess Application Facility. The Open Offer is not being underwritten. The total amount that the Company could therefore raise as a result of the Fundraise is approximately £9.9 million (US$12.5 million) (before expenses), assuming that the Open Offer is fully subscribed.

The Fundraise is being conducted in two tranches:

(i)     the first tranche consists of EIS/VCT Placing Shares issued under the Placing; and

(ii)    the second tranche consists of General Placing Shares, Subscription Shares and the Open Offer Shares issued under the Placing, Subscription and the Open Offer, respectively.

The Placing, Subscription and Open Offer are conditional upon additional authorities to allot shares for cash and disapply pre-emption rights under section 551 and section 570, respectively, of the Act. Accordingly, the Fundraise is conditional, among other things, on the passing of the Resolutions to be proposed at the General Meeting. A notice for the General Meeting, which includes details of the Resolutions is set out at the end of this document.

As part of the Placing, the Company is seeking to raise funds by the issue of the EIS Placing Shares to investors seeking the benefit of tax relief under the EIS and the VCT Placing Shares to investors seeking the benefit of VCT Relief.

Applications will be made to the London Stock Exchange for First Admission and Second Admission. It is expected that:

(i)     settlement of the EIS/VCT Placing Shares and First Admission will become effective on or around 8.00 a.m. on 17 June 2024 (being the Business Day following the General Meeting) and that dealings in EIS/VCT Placing Shares will commence at that time; and

(ii)    settlement of the General Placing Shares, the Open Offer Shares and the Subscription Shares and Second Admission will become effective on or around 8.00 a.m. on 18 June 2024 (being the Business Day following First Admission) and that dealings in the General Placing Shares, the Open Offer Shares and the Subscription Shares will commence at that time.

If the conditions relating to the issue of the Placing Shares are not satisfied, or the Placing and Open Offer Agreement is terminated in accordance with its terms, the Placing Shares and the Open Offer Shares will not be issued and the Company will not receive the related funds. Shareholders should note that it is possible that First Admission occurs but that Second Admission does not. If Second Admission does not occur then the Company will not receive the relevant net proceeds in respect of such Admission and the Company may not be able to finance the activities referred to in this document.

2. RECENT DEVELOPMENTS

FDA approval

On 28 December 2022, the Company announced that the FDA had granted approval for its drug device combination product, XENOVIEW. XENOVIEW, prepared from the 129-Xe Gas Blend, is a hyperpolarised contrast agent indicated for use with MRI for evaluation of lung ventilation in adults and paediatric patients aged 12 years and older. XENOVIEW has not been evaluated for use with lung perfusion imaging. The Company also announced that, simultaneously with the approval of the XENOVIEW NDA, two 510(k) devices were cleared by the FDA that will support a successful launch of the technology into the clinical marketplace.

XENOVIEW VDP

XENOVIEW VDP is an image processing software product that analyses a pulmonary hyperpolarised 129-Xe MR image and a proton chest MR image to provide visualisation and evaluation of lung ventilation in adults and paediatric patients aged 12 years and older. This image analysis platform will be used by clinicians to assist in the interpretation and numerical classification of hyperpolarised 129-Xe ventilation MR images.

XENOVIEW 3.0T Chest Coil

The Polarean XENOVIEW 3.0T Chest Coil is a flexible, transmit-receive (T/R) Radiofrequency (RF) coil. It is intended to be worn by a patient who inhales hyperpolarised 129-Xe gas (XENOVIEW) to obtain an MR image of the regional distribution of hyperpolarised 129-Xe in the lungs.

The coil is intended to be used in conjunction with compatible 3.0T MRI scanners and approved hyperpolarized 129-Xe for evaluation of lung ventilation in adults and paediatric patients aged 12 years and older.

Appointment of Dr. Christopher von Jako as new CEO

On 21 June 2023, the Company appointed Christopher von Jako, Ph.D. as new Chief Executive Officer and Board Director. With 30 years of global healthcare leadership experience, Dr. von Jako has led both private and publicly listed businesses, with a proven track record of commercialization while developing and executing sound business and operating strategies. He has experience across a multitude of healthcare sectors, including radiology, pulmonology, and various surgical interventions.

First clinical scan performed with XENOVIEW

On 11 May 2023, the Company announced that the first clinical scan utilising XENOVIEW (xenon Xe 129 hyperpolarised) technology in the United States was conducted at CCHMC, marking key milestone for imaging of lung ventilation.

Reimbursement code price range for the Polarean XENOVIEW MRI Technology

On 5 September 2023, the Company announced that following the RNS on 29 August 2023, the reimbursement code for the Polarean XENOVIEW™ (xenon Xe 129, hyperpolarised) technology has been assigned to a new technology Ambulatory Payment Classification code (APC 1551) which corresponds to a payment range of between $1,201 to $1,300 as part of the 2023 Medicare Hospital Outpatient Prospective Payment System final rule.

First de novo system order

On 7 December 2023, the Company announced that it has received is first de novo system order from a top-tier U.S. academic medical centre located in the northeast.

U.S. Patent granted for dynamic cardiopulmonary blood flow imaging with Xenon MRI

On 16 April 2024, the Company announced that a new U.S. patent covering the use of Xenon MRI for cardiopulmonary blood flow imaging had been granted. The patent expands the Company's utility of hyperpolarised Xenon MRI in the diagnosis and monitoring of diseases of the pulmonary vasculature.

Order received for upgraded polariser

On 3 May 2024, the Company announced that it had received an order from Cincinnati Children's Hospital Medical Center for a new polariser to upgrade its existing research system to provide additional flexibility for research and clinical scanning.

New MRI System order received

On 10 May 2024, the Company announced that it has received an order for a new Xenon MRI System from the University of Alabama at Birmingham, a top-tier academic hospital in the southeast U.S..

3. BACKGROUND TO AND REASONS FOR THE FUNDRAISE

The Company is committed to executing on its five-pillar growth strategy and is focused on achieving commercial progress in relation to the FDA-approved XENOVIEW. The Group is undertaking the Fundraise at this time in order to facilitate continued commercial and strategic progress and to strengthen the Company's balance sheet while it continues the commercial launch.

4. USE OF PROCEEDS

The Net Proceeds of the Fundraise, which are estimated to be approximately £9 million (US$12 million), will be used to:

·    fund sales and marketing expenses to build the commercial team and infrastructure, targeting top-tier medical centres in pulmonary medicine and radiology across the U.S. and continue to broaden reimbursement coverage (approximately £3.2 million (US$4 million));

·    support research and development costs to lower the label age for XENOVIEW from 12 to 6 years old, plan for a clinical trial to expand indications to gas exchange and red blood cell transfer and fund continued development of improved versions of the polariser, and additional imaging software products (approximately £2.8 million (US$3.5 million));

·    support efforts to continue to strengthen current partnerships and pursue additional partnerships £1.2 million (US$1.5 million)); and

·    provide additional working capital and for general corporate purposes (approximately £2.4 million (US$3 million)).

The Company will require further capital in order to execute its longer-term strategy which includes obtaining regulatory approval for new indications and the commercial launch of its technology in new jurisdictions, including Europe. The Board will therefore continue to explore additional funding options, including strategic partnerships, non-dilutive government funding from grants and further issues of Ordinary Shares, subject to the Directors being satisfied with the issue price of the shares at the time.

5. CURRENT PROSPECTS AND OUTLOOK

The Group released its audited results for the year ended 31 December 2022 on 25 May 2023. The full year revenue for 2022 was US$1.0 million (2021: US$1.2 million) and loss after tax for the year of US$13.9 million (2021: US$14 million).

On 7 September 2023, the Group released its unaudited interim results for the six months ended 30 June 2023 and recorded the six month revenue to be US$0.1 million (2022: US$0.8 million).

Following the completion of the Fundraise, the Group will have cash of around US$14 million (£11 million), providing a cash runway into the first quarter of 2026.

6. DETAILS OF THE FUNDRAISE

6.1    The Placing

The Company proposes to raise £4.1 million (US$5.2 million), before expenses, through the issue of the Placing Shares to new and existing institutional investors at the Fundraise Price. The Fundraise Price represents a discount of approximately 73.3 per cent. to the Closing Price of £0.03750 per Existing Ordinary Share on 20 May 2024, being the latest practicable date prior to the announcement of the Fundraise.

The Placing Shares represent approximately 188 per cent. of the Existing Ordinary Shares and will, when issued, represent approximately 33.9 per cent. of the Enlarged Share Capital.

The Placing is conditional, among other things, on (i) the passing of the Resolutions; and (ii) Admission becoming effective on or before 8.00 a.m. on 17 June 2024 (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30 a.m. on 28 June 2024).

The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company and otherwise rank pari passu in all other respects with the Existing Ordinary Shares. The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so, including Australia, Canada, Japan, Russia, the Republic of South Africa or the United States. As noted above, the Placing Shares have not been, and will not be, registered under the Securities Act or under the securities laws of any state of the United States or qualify for distribution under any of the relevant securities laws of Australia, Canada, Japan, Russia or the Republic of South Africa.

The Placing and Open Offer Agreement

On 21 May 2024, the Company entered into the Placing and Open Offer Agreement pursuant to which Stifel has agreed to act as agent for the Company and use its reasonable endeavours to place the Placing Shares at the Fundraise Price with certain new and existing institutional investors. The Placing and Open Offer Agreement is:

i.      in respect of the EIS/VCT Placing Shares, conditional, among other things, upon (i) the passing of the Resolutions; and (ii) First Admission becoming effective on or before 8.00 a.m. on 17 June 2024 (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30a.m. on 28 June 2024); and

ii.     in respect of the General Placing Shares, the Open Offer Shares and the Subscription Shares conditional, among other things, upon: (i) the passing of the Resolutions; (ii) First Admission having occurred; and (iii) Second Admission becoming effective on or before 8.00 a.m. on 18 June 2024 (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30 a.m. on 28 June 2024.

The Placing and Open Offer Agreement contains customary warranties from the Company in favour of Stifel in relation to (amongst other things) the accuracy of the information in this document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Stifel in relation to certain liabilities they may incur in undertaking the Placing. Stifel has the right to terminate the Placing and Open Offer Agreement in certain circumstances prior to Admission. In particular, Stifel may terminate in the event that there has been a material breach of any of the warranties, the conditions of the agreement have become incapable of fulfilment or for force majeure. The Placing has not been underwritten.

The Placing Shares will represent approximately 33.9 per cent. of the Enlarged Share Capital.

The Subscription

The Subscription Shares will be issued to the Subscribers, at the Fundraise Price, by the Company pursuant to the Subscription Agreements. The Subscription is conditional, amongst other things, on (i) the passing of the Resolutions; and (ii) Admission becoming effective on or before 8.00 a.m. on 18 June 2024 (or by such later time and/or date as Stifel and the Company may agree but not later than 8.30 a.m. on on 28 June 2024.

The Subscription Shares will represent approximately 31.5 per cent. of the Enlarged Share Capital.

6.2                The Open Offer

Basic Entitlement

Qualifying Shareholders (other than, subject to certain exemptions, those Shareholders in Restricted Jurisdictions) have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Fundraise Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:

9 Open Offer Shares for every 10 Existing Ordinary Shares

held by them and registered in their names on the Record Date, rounded down to the nearest whole number of Open Offer Shares. Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Basic Entitlement.

The Open Offer Shares will (assuming successful applications are received for all available Open Offer Shares) represent approximately 16.6 per cent. of the Enlarged Share Capital.

The Company, subject to certain exceptions, has agreed not to offer, issue, lend, sell or contract to sell, grant options in respect of or otherwise dispose of or announce an offer or issue of any of its Ordinary Shares or securities exchangeable or convertible into its Ordinary Shares in the period of 180 days from the date of latest Admission without prior written consent of Stifel.

APPENDIX II - TERMS AND CONDITIONS OF THE PLACING

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.

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

PARTICIPATION IN THE PLACING IS FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO HAVE BEEN SELECTED BY STIFEL AND WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ANY IMPLEMENTING MEASURE IN SUCH MEMBER STATES, THE "EEA PROSPECTUS REGULATION"); (B) IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK VERSION OF THE PROSPECTUS REGULATION (THE "UK PROSPECTUS REGULATION"), WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT OF 2018 (THE "EUWA") WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR (C) IT MAY OTHERWISE BE LAWFULLY 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

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

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR SUBSCRIPTION, AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED, OR DELIVERED TO, DIRECTLY OR INDIRECTLY, IN OR INTO 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 BY THIS ANNOUNCEMENT 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 THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON WHO COMES INTO POSSESSION OF THIS ANNOUNCEMENT OR ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

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 (each such person whose participation is accepted by Stifel in accordance with this Appendix being hereinafter referred to as a "Placee" and together, as 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 such 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 5(1) of the EEA Prospectus Regulation or UK Prospectus Regulation (as the case may be): (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 the UK or any member state of the EEA or persons in any jurisdiction to which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) otherwise applies, other than Qualified Investors or in circumstances in which the prior consent of Stifel has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the UK or any member state of the EEA or persons in any jurisdiction to which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) otherwise applies, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be)  as having been made to such persons; and

3.         it:

(a) (i) is located outside of the United States within the meaning of Regulation S ("Regulation S") promulgated under the Securities Act; (ii) is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S); (iii) is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is located outside the United States or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S; and (iv) acknowledges that the Placing Shares were not offered to it by means of any "directed selling efforts" as such term is defined in Regulation S;

or

(b) (i) is a qualified institutional buyer (a "QIB") as defined in Rule 144A under the Securities Act and will sign and return an investor representations letter in the form agreed between the Company and Stifel prior to confirmation of its allocation in the Placing; (ii) represents, warrants and agrees that any Placing Shares it acquires will be for its own account (or for the account of a QIB for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the U.S. securities laws; and (iii) acknowledges that the Placing Shares have not been offered to it by means of any "general solicitation" or "general advertising" within the meaning of Regulation D or by means of any "directed selling efforts" as such term is defined in Regulation S.

The Company and Stifel will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

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. No action has been taken by the Company or Stifel that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, 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 on transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

The Placing Shares will not be lodged with or registered by the Australian Securities and Investments Commission and are not being offered for subscription or sale and may not be directly or indirectly offered, sold, taken up, transferred or delivered in or into Australia or to or for the account or benefit of any person or corporation in (or with a registered address in) Australia. The relevant clearances have not been, and will not be obtained from the Ministry of Finance of Japan and no circular in relation to the Placing Shares has been or will be lodged with or registered by the Ministry of Finance of Japan. The Placing Shares may not therefore be offered, taken up, transferred or sold, directly or indirectly, in or into Japan, its territories and possessions and any areas subject to its jurisdiction or to any resident of Japan. The approval of the South African Exchange Control Authorities has not been, and will not be, obtained in relation to the Placing Shares. The Placing Shares may not therefore be offered, taken up, transferred or sold directly or indirectly in or into South Africa or to a resident of South Africa. The Placing Shares may not be offered, taken up, transferred or sold directly or indirectly in or into Canada or to a resident of Canada.

Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM.

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. Stifel is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement.

Details of the Placing

Stifel has entered into the Placing and Open Offer Agreement with the Company under which Stifel has, on the terms and subject to the conditions set out therein, agreed to use its reasonable endeavours to procure, as agent for the Company, subscribers for the Placing Shares at the Issue Price.

The Company is also separately making an Open Offer of up to 200,000,000 new Ordinary Shares and a Subscription of approximately 379,352,394 new Ordinary Shares.

The Placing and Open Offer Agreement contains customary undertakings and warranties given by the Company to Stifel including as to the accuracy of information contained in this Announcement, to matters relating to the Company and its business and a customary indemnity given by the Company to Stifel in respect of liabilities arising out of or in connection with the Placing.

The Placing is not underwritten by Stifel and is subject to a number of conditions detailed below. Admission of the Placing Shares is conditional upon, amongst other things, the approval of the Resolutions by Shareholders at the General Meeting. The Company intends to publish and send the Circular on or around 23 May 2024 to Shareholders, which will convene the General Meeting in order to propose the necessary Resolutions to authorise the Directors to allot the Placing Shares free of statutory pre-emption rights. It will also seek shareholder authority to allot the Subscription Shares and Open Offer Shares and contain the terms and conditions of the Open Offer.

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

The Company, subject to certain exceptions, has agreed not to offer, issue, lend, sell or contract to sell, grant options in respect of or otherwise dispose of or announce an offer or issue of any of its Ordinary Shares or securities exchangeable or convertible into its Ordinary Shares in the period of 180 days from the date of latest Admission without prior written consent of Stifel.

Application for admission to trading

Applications will be made to the London Stock Exchange for each Admission. It is expected that (i) settlement of the EIS/VCT Placing Shares and First Admission will become effective on or around 8.00 a.m. on 17 June 2024, and (ii) settlement of the General Placing Shares, Subscription Shares and Open Offer Shares and Second Admission will become effective on or around 8.00 a.m. on 18 June 2024, and that dealings in the New Ordinary Shares will commence at those times.

Bookbuild

Stifel will today commence the bookbuilding process in respect of the Placing to determine demand for participation by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Stifel and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1.         Stifel will arrange the Placing as agent for and on behalf of the Company.

2.         Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Stifel is not responsible to anyone other than the Company for providing the protections afforded to clients of Stifel or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

3.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel. Stifel and the Company will determine in their absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.

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

5.         The Issue Price will be a fixed price of 1 pence per New Ordinary Share.

6.         The final number of Placing Shares will be agreed between Stifel and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on an FCA-listed regulatory information service following the completion of the Bookbuild.

7.         To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Stifel. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price. Bids may be scaled down by Stifel on the basis referred to in paragraph Error! Reference source not found. below. 

8.         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 Stifel's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Stifel.

9.         The Bookbuild is expected to close by 8.00 p.m. on 21 May 2024, but may be closed earlier or later at the absolute discretion of Stifel. Stifel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Stifel) to reduce or seek to increase the amount to be raised pursuant to the Placing.

10.       Each prospective Placee's allocation will be determined by Stifel in its sole discretion and if successful will be confirmed to it either orally or in writing by Stifel following the close of the Bookbuild and a trade confirmation will be despatched as soon as possible thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral confirmation to the Placee by Stifel constitutes an irrevocable, legally binding contractual commitment in favour of the Company and Stifel (as agent for the Company) to subscribe for the number of Placing Shares allocated to it at the Issue Price and on the terms set out in this Appendix and in accordance with the Company's articles of association. 

11.       Subject to paragraphs 8 and 10 above, Stifel may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Stifel may also, notwithstanding paragraphs 8 and 10 above, 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.

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

13.       Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Company and Stifel, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to take up and the Company has agreed to allot.

14.       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 times and on the basis explained below under "Registration and Settlement".

15.       All obligations under the Bookbuild and 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 and Open Offer Agreement ".

16.       By participating in the Bookbuild, 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.

17.       By participating in the Bookbuild, each Placee acknowledges and agrees if appropriate in connection with performing its obligations under the Placing and Open Offer Agreement , Stifel may utilise the services of one or more of its Affiliates (including Stifel Europe Bank AG, which is regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht in Germany), provided that Stifel shall be primarily liable for its obligations under the Placing and Open Offer Agreement .

18.       To the fullest extent permissible by law, none of the Company, Stifel or any of their respective Affiliates, agents, directors, officers or employees, shall have any liability to Placees nor shall they owe any Placees fiduciary duties in respect of any claim they may have (or to any other person whether acting on behalf of a Placee or otherwise) under these terms and conditions. In particular, none of the Company, Stifel or any of their respective Affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Bookbuild and the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and neither Stifel nor any of its Affiliates, agents, directors, officers or employees shall have any liability to the Placees for the failure of the Company to fulfil those obligations.

Conditions of the Placing

Stifel's obligations under the Placing and Open Offer Agreement in relation to the Placing Shares and the Open Offer Shares are conditional on, inter alia:

(a)       the passing (without amendment) of the Resolutions at the General Meeting;

(b)       the Company allotting, subject only to Admission, the New Ordinary Shares in accordance with the Placing and Open Offer Agreement and the Subscription Letters (as applicable);

(c)       the Subscription becoming unconditional in accordance with its terms and the subscription funds being received by the Company prior to Second Admission;

(d)       First Admission occurring on or before 8.00 a.m. on 17 June 2024, or such later time and/or date, as the Company may agree with Stifel, being no later than 8.30 a.m. on the Final Date, and the Placing and Open Offer Agreement not having been terminated prior to First Admission; and

(e)       Second Admission occurring on or before 8.00 a.m. on 18 June 2024, or such later time and/or date, as the Company may agree with Stifel, being no later than 8.30 a.m. on the Final Date, and the Placing and Open Offer Agreement not having been terminated prior to Second Admission.

Stifel's obligations under the Placing and Open Offer Agreement  are also conditional on, inter alia, there having been no development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on or affecting the operations, condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or of the Group, respectively whether or not foreseeable and whether or not arising in the ordinary course of business.

If: (i) any of the conditions contained in the Placing and Open Offer Agreement  are not fulfilled by the time or date where specified (or such later time or date as the Company and Stifel may agree, not being later than 8.30 a.m. on the Final Date) or waived by Stifel in writing; or (ii) the Placing and Open Offer Agreement is terminated as described below, the Placing will lapse and the relevant Placees' rights and obligations hereunder in relation to the relevant Placing Shares shall cease and terminate at such time and each such Placee agrees that no claim can be made by the Placee in respect thereof.

For the avoidance of doubt the Placing shall not be conditional on the Open Offer being subscribed for by Qualifying Shareholders.

Stifel may, in its absolute discretion, waive the whole or any part of any of the Company's obligations in relation to the conditions in the Placing and Open Offer Agreement, save that certain conditions, including the conditions relating to the passing of the Resolutions at the General Meeting, each Admission taking place and the Company allotting the Placing Shares subject only to the relevant Admission taking place, and the time by which these must occur, may not be waived and the period for compliance with such conditions may not be extended. Any such waiver will not affect Placees' commitments as set out in this Announcement.

None of Stifel or the Company, nor any of their respective Affiliates, agents, directors, officers or employees, 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Stifel and the Company.

Right to terminate under the Placing and Open Offer Agreement

Stifel is entitled in its absolute discretion, at any time before each Admission, to terminate the Placing and Open Offer Agreement by giving notice to the Company in certain circumstances, including, inter alia:

(a)        in the opinion of Stifel (acting in good faith), if the warranties in the Placing and Open Offer Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if repeated at any time before the relevant Admission) by reference to the facts then existing, in each case in a way that is material in the context of the Proposals;

(b)        in the opinion of Stifel (acting in good faith), the Company fails to comply with any of its obligations under the Placing and Open Offer Agreement and that failure is material in the context of the Proposals;

(c)         in the opinion of Stifel (acting in good faith), there has occurred a development or event (or any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on or affecting the operations, the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or Group respectively whether or not foreseeable and whether or not arising in the ordinary course of business; or

(d)        there has been a change in national or international financial, political, economic or stock market conditions (primary or secondary); an incident of terrorism; outbreak or escalation of hostilities, war or declaration of martial law; a material deterioration in, or material escalation in the response to the COVID-19 pandemic; a suspension or material limitation in trading of securities generally on any stock exchange; any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption in commercial banking, in each case as would be likely in the opinion of Stifel (acting in good faith) to materially prejudice the success of the Proposals.

The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and in the Placing and Open Offer Agreement and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Stifel of any right of termination or other discretion under the Placing and Open Offer Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or decision not to exercise. Placees will have no rights against Stifel, the Company or any of their respective directors or employees under the Placing and Open Offer Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No admission document or prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Exchange Information (as defined further below). 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 that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, Stifel, any of their respective Affiliates, agents, directors, officers or employees, or any other person and neither Stifel, the Company, any of their respective Affiliates, agents, directors, officers or employees nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Stifel, the Company, or their respective Affiliates, officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Stifel are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. 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: GB00BF3DT583) following each Admission, will take place within CREST provided that, subject to certain exceptions, Stifel reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

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 at the Issue Price, the aggregate amount owed by such Placee to Stifel (as agent for the Company) and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the CREST or certificated settlement instructions that it has in place with Stifel.

It is expected that settlement in respect of: (i) the EIS/VCT Placing Shares will be on 17 June 2024 on a T+1 basis; and (ii) the General Placing Shares, the Subscription Shares and the Open Offer Shares will be on 18 June 2024 on a T+2 basis, in each case 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 two percentage points above SONIA as determined by Stifel.

Each Placee is deemed to agree that, if it does not comply with these obligations, Stifel may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Stifel's account and benefit (as agents for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Stifel (as agent for the Company) on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Stifel all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Stifel lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees 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 a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By submitting a bid and/or participating in the Placing each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and Stifel, namely that, each Placee (and any person acting on such Placee's behalf):

1.         represents and warrants that it has read and understood the Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its subscription of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Company, the Placing, the Subscription, the Open Offer or otherwise, other than the information contained in this Announcement, and undertakes not to redistribute or duplicate this Announcement or any part of it;

2.         acknowledges that no offering document, admission document or prospectus has been prepared in connection with the Bookbuild or the Placing and represents and warrants that it has not received and will not receive a prospectus, admission document or other offering document in connection therewith;

3.         acknowledges that the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information"), which includes the Company's most recent balance sheet and profit and loss account and similar statements published in the preceding 12 months and that the Placee is able to obtain or access such information or comparable information without undue difficulty;

4.         acknowledges that none of Stifel, the Company, nor any of their respective Affiliates or any person acting on behalf of any of them has provided it, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested Stifel, the Company, their respective Affiliates or any person acting on behalf of any of them to provide it with any such information and has read and understood the Exchange Information;

5.         acknowledges that the content of this Announcement is exclusively the responsibility of the Company, and that neither Stifel nor any of its Affiliates, agents, directors, officers or employees, or any person acting on its or their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or 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 on in committing itself to acquire 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 neither received nor relied on any other information given or representations, warranties or statements made by Stifel, the Company or any of their respective Affiliates, agents, directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee or any material prepared by the Research Department of Stifel (the views of such Research Department not representing and being independent from those of the Company and the Corporate Finance Department of Stifel and not being attributable to the same)), and neither Stifel, nor the Company, will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it may not place the same degree of reliance on this Announcement as it may otherwise place on a prospectus or admission document. Each Placee further acknowledges and agrees that it has relied solely on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and it will not rely on any investigation that Stifel, its Affiliates, agents, directors, officers or employees or any other person acting on their behalf has or may have conducted;

6.         represents and warrants that it has neither received nor relied on any 'inside information' as defined in the UK version of the Market Abuse Regulation (Regulation 596/2014/EU), as it forms part of UK law by virtue of the EUWA ("MAR"), concerning the Company in accepting this invitation to participate in the Placing;

7.         acknowledges that Stifel does not have any duties or responsibilities to it, or its clients, similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook in the FCA's Handbook of Rules and Guidance and that Stifel is not acting for it or its clients and that Stifel will not be responsible for providing protections to it or its clients;

8.         acknowledges that neither Stifel nor its Affiliates, agents, directors, officers or employees, or any person acting on behalf of them has or shall have any liability for the Exchange Information, any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

9.         neither Stifel, its ultimate holding company nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective Affiliates, agents, directors, officers or employees shall be liable to Placees for any matter arising out of Stifel's role as placing agent or otherwise in connection with the Placing and that where any such liability nevertheless arises as a matter of law each Placee will immediately waive any claim against any of such persons which the relevant Placee may have in respect thereof;

10.      acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;

11.      represents and warrants that:

(a) (i) it is located outside of the United States; and (ii) it is acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S and not with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States; or

(b) (i) it is a QIB, and it will sign and return a US investor representation letter to the Company and Stifel prior to confirmation of its allocation in the Placing; and (ii) any Placing Shares it acquires will be for its own account (or for the account of a QIB for which it exercises sole investment discretion) for investment purposes and not with a view to resale or distribution within the meaning of the U.S. securities laws;

12.      it acknowledges and agrees that there is no present intention to register any of the Placing Shares for sale or re-sale under the Securities Act and that there can be no representation as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

13.       it is not subscribing for any Placing Shares as a result of any general solicitation or general advertising (with the meaning of Rule 502(c) of Regulation D) or any directed selling efforts (within the meaning of Regulation S);

14.      if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of any Placing Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the US Investment Company Act of 1940;

15.       represents and warrants that neither it, nor the beneficial owner if different of such Placing Shares, will be a resident of Canada, Australia, Japan or the Republic of South Africa;

16.       acknowledges and agrees that the relevant clearances have not been and will not be obtained from the securities commission of any province of Canada and that the Placing Shares have not been and will not be registered under the securities legislation of Australia, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions;

17.       represents and warrants that the issue to it, or the person specified by it 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 transfer Placing Shares into a clearance system;

18.       represents and warrants that: (i) it is aware of and has complied with its obligations under the Criminal Justice Act 1993 and MAR; (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof; and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Stifel such evidence, if any, as to the identity or location or legal status of any person which Stifel may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Stifel on the basis that any failure by it to do so may result in the number of Placing Shares that are to be purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Stifel may decide in its sole discretion;

19.       if a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be), represents and warrants that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK or in a member state of the EEA or to persons in a jurisdiction to which the UK Prospectus Regulation or EEA Prospectus Regulation (as the case may be) otherwise applies, other than Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to the offer or resale;

20.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the UK or in the EEA prior to either Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public  in the UK or in any member state of the EEA within the meaning of the UK Prospectus Regulation or EEA Prospectus Regulation (including any relevant implementing measure in any member state)(as the case may be);

21.       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 section 21(1) of FSMA does not require approval of the communication by an authorised person;

22.       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;

23.       if in a member state of the EEA, unless otherwise specifically agreed with Stifel in writing, represents and warrants that it is a Qualified Investor within the meaning of the EEA Prospectus Regulation;

24.       if in the United Kingdom, represents and warrants that it is: (A) a Qualified Investor within the meaning of article 2(E) of the UK Prospectus Regulation; and (B) a person: (i) who has professional experience in matters relating to investments and is an "investment professional" falling within Article 19(5) of the Order; (ii) who falls within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement may otherwise be lawfully communicated;

25.       represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities and taken any other necessary actions to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

26.       where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Stifel;

27.       if it is acting as a "distributor" (for the purposes of MiFID II Product Governance Requirements):

27.1.              it acknowledges that the product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients; and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II ("Target Market Assessment") undertaken by Stifel does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

27.2.              notwithstanding any Target Market Assessment undertaken by Stifel, it confirms that, other than where it is a providing an execution-only service to investors, it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that is has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market;

27.3.              it acknowledges that the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;

28.       it is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

29.       undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Stifel may in its sole discretion determine and without liability to such Placee and it will remain liable and will indemnify Stifel on demand for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax or security transfer tax (together with any interest or penalties due pursuant to or referred to in these terms and conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

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

31.       acknowledges that neither Stifel, nor any of its Affiliates, or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be treated for these purposes as a client of Stifel and that Stifel does not have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing and Open Offer Agreement  nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

32.       undertakes that the person whom it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be. Neither Stifel, 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. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Stifel in respect of the same on the basis that the Placing Shares will be credited to the CREST stock accounts of Stifel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

33.       acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreement shall be governed by and construed in accordance with the laws of England and Wales 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 (including non-contractual matters) arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Stifel in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

34.       acknowledges that time shall be of the essence with regard to obligations pursuant to this Appendix;

35.       agrees that the Company, Stifel and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to Stifel on its own behalf and on behalf of the Company and are irrevocable and are irrevocably authorised to produce this Announcement or a copy thereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

36.       agrees to indemnify on an after-tax basis and hold the Company, Stifel 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 shall survive after completion of the Placing;

37.       acknowledges that no action has been or will be taken by any of the Company, Stifel or any person acting on behalf of the Company or Stifel that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

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

39.       acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation 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;

40.       acknowledges that Stifel, or any of its Affiliates acting as an investor for their own account may take up shares in the Company and in that capacity may retain, purchase or sell for their own account such shares and may offer or sell such shares other than in connection with the Placing;

41.       represents and warrants that, if it is a pension fund or investment company, its purchase of Placing Shares is in full compliance with all applicable laws and regulation; and

42.       to the fullest extent permitted by law, it acknowledges and agrees to the disclaimers contained in the Announcement including this Appendix.

The representations, warranties, acknowledgments and undertakings contained in this Appendix are given to Stifel and the Company and are irrevocable and shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which none of the Company or Stifel 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Stifel in the event that any of the Company or Stifel has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Stifel accordingly.

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

Each Placee, and any person acting on behalf of the Placee, acknowledges that Stifel does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing and Open Offer Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Stifel, or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

All times and dates in this Announcement may be subject to amendment. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX III - DEFINITIONS

The following words and expressions shall have the following meanings in this Announcement (including this Appendix) unless the context otherwise requires:

APPENDIX IV - EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1.  Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

2.  All of the above times refer to London time unless otherwise stated.

3.  All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.