Halfords Group PLC: Proposed Fundraise to raise -8-

DJ Halfords Group PLC: Proposed Fundraise to raise up to c.GBP64 million to part fund the Acquisition of National

Halfords Group PLC (HFD) Halfords Group PLC: Proposed Fundraise to raise up to c.GBP64 million to part fund the Acquisition of National 01-Dec-2021 / 16:36 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018

1 December 2021

Halfords Group PLC

("Halfords" or the "Company" and together with its subsidiaries, the "Group")

Proposed Fundraise to raise up to c.GBP64 million to part fund the Acquisition of National

Halfords, the UK's largest provider of Motoring and Cycling products and services, today announces its intention to conduct a placing of new ordinary shares of one penny each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") (the "Placing").

In conjunction with the Placing, certain directors of the Company also intend to subscribe for new Ordinary Shares in the Company (the "Management Subscription Shares") at the Offer Price (as defined below) (the "Management Subscription"). The total contributed by directors of the Company (the "Directors") in the Management Subscription is expected to be GBP125k.

In addition to the Placing and the Management Subscription, there will be an offer made by the Company on the PrimaryBid platform of new Ordinary Shares (the "Retail Shares") at the Offer Price (the "Retail Offer"), to provide retail investors with an opportunity to participate in the equity fundraise. A separate announcement will be made regarding the Retail Offer and its terms.

It is intended that the Placing, Management Subscription and Retail Offer (together, the "Fundraise") will result in the Company raising total gross proceeds of up to c.GBP64 million. The total number of Placing Shares, Management Subscription Shares and Retail Shares are expected to represent up to approximately 9.9 per cent of the Company's existing issued share capital.

The Placing, which is being conducted by way of an accelerated bookbuild (the "Bookbuild"), will be launched immediately following release of this announcement. Investec Bank plc ("Investec") and Peel Hunt LLP ("Peel Hunt" and together with Investec, the "Banks") are acting as Joint Global Co-ordinators and Bookrunners in respect of the Placing. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Offer Price") will be agreed by the Banks and Halfords following the close of the Bookbuild.

The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement (this announcement together with the Appendices being the "Announcement"). The Management Subscription Shares will be subscribed for on the basis agreed pursuant to subscription letters with the Company, and the Retail Shares will be subscribed for on the basis of the terms and conditions of the Retail Offer, rather than pursuant to the terms and conditions of the Placing contained in Appendix 1 to this Announcement.

Reasons for the Fundraise

The Company has agreed to acquire Axle Group Holdings Ltd ("National"), a well-established business in the tyre and automotive servicing, maintenance and repair ("SMR") market, on a cash free, debt free basis, for total consideration of GBP62 million, subject to adjustment for normalised working capital (the "Acquisition"), as announced separately this afternoon (the "Acquisition Announcement"). The Acquisition consideration will be paid fully in cash on the date of completion, which is expected to be 9 December 2021. In order to deliver the significant synergies associated with the Acquisition, Halfords expects to further invest c.GBP17 million on associated capital expenditure and c.GBP2 million on integration costs.

The Directors believe the Acquisition is both strategically and financially compelling. Further details on the Acquisition can be found in the Acquisition Announcement, including the strategic and financial rationale. This Announcement should be read in conjunction with the Acquisition Announcement.

Following completion of the Fundraise, the Company will use the net proceeds of the Fundraise to part fund the Acquisition. Going forward, the Company believe it is appropriate to operate with lower financial leverage targets than previously communicated, with the Group now targeting a post-IFRS 16 Net Debt / EBITDA ratio of no greater than 1.8x (moving to 2.3x for M&A) (0.0x to 0.8x for M&A on a pre-IFRS 16 basis). Aside from the Acquisition, the Placing allows the Company to maintain balance sheet flexibility for potential future cash outflows, including: an inventory rebuild once supply chain challenges have subsided; ongoing strong-returning capex investment focused on Motoring Services; and further M&A opportunities in Motoring Services.

Appendix 1 to this Announcement sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

Structure of Fundraise and shareholder consultation

Halfords acknowledges that it is seeking to issue new Ordinary Shares amounting up to approximately 9.9% of its existing issued ordinary share capital on a non-pre-emptive basis. Members of the Board have consulted with the Company's major institutional shareholders ahead of the release of this Announcement. These shareholders are supportive of the proposed structure, which has been chosen to minimise costs, time to completion and use of management time, and which the Directors believe is the most appropriate structure to deliver financing for the Acquisition.

In addition, the Board has also considered the effect of the Fundraise on its retail shareholders and therefore determined to make available the Retail Offer to provide retail shareholders with the opportunity to take part in the Fundraise. The Board's unanimous view is that the Placing, Management Subscription and Retail Offer are in the best interests of shareholders, as well as wider stakeholders in Halfords.

Details of the Placing, Admission and Lock-up

Investec and Peel Hunt will commence the Bookbuild immediately following the release of this Announcement and it is expected to close as soon as practicable thereafter.

The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement. Members of the public are not entitled to participate in the Placing.

The Placing Shares, the Management Subscription Shares and the Retail Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares at that time. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares, the Management Subscription Shares and the Retail Shares.

The number of Placing Shares and the Offer Price will be agreed by the Banks and Halfords following the close of the Bookbuild. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Banks and Halfords. Details of the Offer Price and the number of Placing Shares, Management Subscription Shares and Retail Shares will be announced as soon as practicable after the close of the Bookbuild.

Applications have been made for the Placing Shares, Management Subscription Shares and Retail Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together "Admission"). It is expected that settlement for the Placing Shares, the Retail Offer and the Management Subscription Shares and Admission will take place at or around 8.00 a.m. (London time) on 6 December 2021 (or, in any case, such later date as may be agreed between the Company and the Banks).

The Placing, the Management Subscription and the Retail Offer are conditional upon, inter alia, Admission becoming effective and the placing agreement entered into today between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms. The Placing Agreement contains customary representations, warranties and undertakings from the Company in favour of the Banks relating to the Group and its business. In addition, the Company has agreed to indemnify the Banks and their affiliates in relation to certain liabilities they may incur in respect of the Placing. The Banks can terminate the Placing Agreement at any time prior to Admission in certain customary circumstances, including in the event of a breach of the Company's representations and warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or the occurrence of a material adverse change.

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Pursuant to the Placing Agreement, the Company has agreed to a lock-up pursuant to which it has undertaken to the Banks that at any time between the date of the Placing Agreement and 120 days after the date of Admission it will not, and will procure that no Group company will, without the prior written consent of the Banks (i) directly or indirectly, issue, allot, offer, lend, mortgage, assign, charge, pledge, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or interest in Ordinary Shares or any securities convertible into or exercisable or exchangeable for, or substantially similar to, Ordinary Shares or any interest in Ordinary Shares; or (ii) enter into any swap or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such swap or transaction described in (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, subject to certain customary exceptions.

Appendix 1 to this Announcement sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

Capitalised words and expression in this Announcement shall the meanings given in Appendix 2.

Enquiries

Halfords 
 
Loraine Woodhouse, Chief Financial Officer 
                                [phone] 
Neil Ferris, Corporate Finance Director 
Andy Lynch, Head of Investor Relations 
 
Investec (Joint Global Co-ordinator, Bookrunner and Broker) 
 
                                [phone] 
David Flin / Chris Baird / Alex Penney 
 
Peel Hunt (Joint Global Co-ordinator, Bookrunner and Broker) 
 
George Sellar / Tom Ballard / Andrew Clark (Investment Banking) [phone] 
Jock Maxwell MacDonald / Sohail Akbar (ECM Syndicate) 
 
Powerscourt (Financial PR) 
                                [phone] 
 
                                [e-mail] 
Rob Greening / Nick Hayns 
 
 

The person responsible for releasing this Announcement is Loraine Woodhouse, Chief Financial Officer.

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company , Investec, Peel Hunt or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or Regulation (EU) No 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to be published.

The Placing Shares 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, 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, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") and who have delivered to the Company and the Banks a US Investor Letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Securities will be made in the United States or elsewhere.

The Placing has not been approved, disapproved or recommended by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offence in the United States.

This Announcement has not been approved by the FCA or the London Stock Exchange.

In Canada, the Placing is directed only to purchasers in the provinces of Canada purchasing, or deemed to be purchasing, as principal that are "accredited investors", as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are "permitted clients", as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal adviser.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the agents for the Placing are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

In member states of the European Economic Area (the "EEA"), this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the FPO; or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being "Relevant Persons"). Any investment or investment activity to which this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will be engaged in only with such persons. This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons.

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The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, South Africa, or Japan or any other jurisdiction in which such activities would be unlawful.

By participating in the Bookbuild and the Placing, each person who is invited to and who chooses to participate in the Placing (each a "Placee") by making an oral or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained in Appendix 1 to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix 1 to this Announcement.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this Announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, the Banks, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.

Investec Bank plc is authorised by the Prudential Regulation Authority ("PRA") in the United Kingdom and regulated in the United Kingdom by the PRA and FCA. Investec Europe Limited (trading as Investec Europe) ("IEL"), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank plc and IEL hereinafter referred to as "Investec"), is regulated in Ireland by the Central Bank of Ireland. Peel Hunt LLP is authorised and regulated in the United Kingdom by the FCA. Each Bank is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement and other matters described in this Announcement. No Bank will regard any other person as its client in relation to the Placing, the content of this Announcement and other matters described in this Announcement and no Bank will be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement.

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 any Bank or by any of its affiliates or any person acting on their behalf 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 does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. 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. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended does not apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

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

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For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

-- APPENDIX 1

-- TERMS AND CONDITIONS OF THE PLACING? IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

-- MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THEAPPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY ANDARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING OFINVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE INMATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"),PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OFARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)ORDER 2005, AS AMENDED (THE "FPO"); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTHCOMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE FPO; OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLYCOMMUNICATED (ALL SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

-- THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER STATE OF THE EEA WHO ARE NOTQUALIFIED INVESTORS OR PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THISANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICHTHIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANTPERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELFCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

-- EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATEDASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

-- THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THEUNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED, PLEDGED, TAKEN UP, EXERCISED ORDELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCEWITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NOPUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (ASDEFINED BELOW) OR ELSEWHERE.

-- The Placing has not been approved and will not be approved or disapproved by the U.S. Securities andExchange Commission, any state securities commission or any other regulatory authority in the United States, norhave any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacyof this Announcement. Any representation to the contrary is a criminal offence in the United States.

-- This Announcement is for information only and does not itself constitute or form part of an offer to sellor issue or the solicitation of an offer to buy or acquire securities referred to herein in any jurisdictionincluding, without limitation, the United States or any other Restricted Territory (as defined below) or anyjurisdiction where such offer or solicitation is unlawful.

-- This Announcement, and the information contained herein, is not for release, publication or distribution,directly or indirectly, to persons in Australia, Canada, Japan or the Republic of South Africa, the United Statesor any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Territory").The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certainjurisdictions may be restricted by law. No action has been taken by the Company or by Investec Bank plc ("IBP") orInvestec Europe Limited (trading as Investec Europe) ("IEL") acting as agent on behalf of IBP in certainjurisdictions in the EEA (IBP and IEL together "Investec") and Peel Hunt LLP ("Peel Hunt" and, together withInvestec, the "Banks") or any of their respective Affiliates or any of their respective agents, directors, officersor employees (collectively "Representatives") which would permit an offer of the Placing Shares or possession ordistribution of this Announcement or any other offering or publicity material relating to such Placing Shares inany jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement mustsatisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) whohave a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advicebefore taking any such action. Persons into whose possession this Announcement comes are required by the Companyand the Banks to inform themselves about, and to observe, any such restrictions.

-- Subject to certain exceptions, the securities referred to in this Announcement may not be offered or soldin any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation,partnership or other entity created or organised in or under the laws of a Restricted Territory.

-- All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulationand the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is beingdistributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of theFinancial Services and Markets Act 2000, as amended (the "FSMA") does not apply.

-- This Announcement has been issued by, and is the sole responsibility of, the Company. No representationor warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability isor will be accepted by either Bank or any of their respective Affiliates or Representatives as to or in relationto, the accuracy or completeness of this Announcement or any other written or oral information made available to orpublicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

-- The Banks are acting exclusively for the Company and no-one else in connection with the Placing and arenot, and will not be, responsible to anyone (including the Placees) other than the Company for providing theprotections afforded to their clients nor for providing advice in relation to the Placing and/or any other matterreferred to in this Announcement.

-- None of the Company, the Banks or any of their respective Affiliates or Representatives makes anyrepresentation or warranty, express or implied to any Placees regarding any investment in the securities referredto in this Announcement under the laws applicable to such Placees.

-- Persons who are invited to and who choose to participate in the Placing (and any person acting on suchperson's behalf) by making an oral or written offer to acquire Placing Shares, including any individuals, funds orothers on whose behalf a commitment to acquire Placing Shares is given (the "Placees") will be deemed (i) to haveread and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating andmaking such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall onlybe permitted to participate in the Placing on the basis that they have provided) the representations, warranties,indemnities, agreements, acknowledgements and undertakings contained in this Appendix.

-- In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that: 1. if it is in any member state of the EEA it is a Qualified Investor and if it is in the United Kingdom it is a Relevant Person, 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. it is acquiring Placing Shares for its own account or is acquiring Placing Shares for an account with respect to which it exercises sole investment discretion, and not with a view to distribution, and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement; 3. if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to,

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persons in a member state of the EEA other than to Qualified Investors, or persons in the United Kingdom other than to Relevant Persons, or in circumstances in which the prior consent of the Banks has been given to each proposed offer or resale? or (ii) where Placing Shares have been acquired by it on behalf persons in a member state of the EEA other than Qualified Investors, or in the United Kingdom other than Relevant Persons, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons; 4. other than a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) who have delivered a US Investor Letter to the Company and the Banks, the Placing Shares are being offered and sold to it in reliance on Regulation S and the Placing Shares have not been, and will not be, registered under the Securities Act or under the laws of any State or other jurisdiction of the United States; 5. (a) it is and, at the time the Placing Shares are acquired, will be, (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S; or (ii) (a) a QIB that has delivered, or will, prior to the time such Placing Shares are acquired, deliver a US Investor Letter, and (b) subscribing for the Placing Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, acknowledging 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; and 6. the Company and the Banks will rely upon the truth and accuracy of and compliance with the foregoing representations, warranties, undertakings, acknowledgements and agreements. Each Placee hereby agrees with the Banks and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if either Bank confirms to such Placee its allocation of Placing Shares.

-- Persons (including, without limitation, nominees and trustees) who have a contractual or other legalobligation to forward a copy of this Appendix or this Announcement of which it forms part should seek appropriateadvice before taking any action. Persons into whose possession this Announcement comes are required by the Companyand the Banks to inform themselves about, and to observe, any such restrictions.

-- NOTICE TO CANADIAN INVESTORS

In Canada, the Placing is directed only to purchasers in the provinces of Canada purchasing, or deemed to be purchasing, as principal that are "accredited investors", as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are "permitted clients", as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Announcement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal adviser.

-- Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the agentsfor the Placing are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuild

-- Following this Announcement, the Banks will today commence a Bookbuild to determine demand forparticipation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of anyPlacing Shares. The book will open with immediate effect. Members of the public are not entitled to participate inthe Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, thePlacing.

-- The Banks and the Company shall be entitled to effect the Placing by such alternative method to theBookbuild as they may, in their sole discretion, determine.

Details of the Placing Agreement and of the Placing Shares

-- The Banks are acting as joint global coordinators and joint bookrunners in connection with the Placing.The Banks are not acting for the Company with respect to the Retail Offer.

-- The Banks have today entered into an agreement with the Company (the "Placing Agreement") under which,subject to the conditions set out therein, each Bank has agreed, each as agent for and on behalf of the Company, touse its reasonable endeavours to procure Placees for the Placing Shares in such number and at a price to bedetermined following completion of the Bookbuild. The price per Ordinary Share at which the Placing Shares are tobe placed (the "Offer Price") and the final number of Placing Shares will be agreed between the Company and theBanks at the close of the Bookbuild and will be set out in the executed terms of placing (the "Placing Terms"). Thetiming of the closing of the book, pricing and allocations are at the discretion of the Company and the Banks.Details of the Offer Price and the number of Placing Shares, Management Subscription Shares and Retail Shares willbe announced as soon as practicable after the close of the Bookbuild.

-- The total number of shares to be issued pursuant to the Placing, the Retail Offer and the ManagementSubscription shall not exceed 19,812,104 Ordinary Shares, representing approximately 9.9 per cent. of the Company'sexisting issued Ordinary Share capital.

-- The Placing Shares will, when issued, be subject to the Company's constitutional documents, be creditedas fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right toreceive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after theClosing Date. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

-- The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cashconsideration. The JerseyCo Subscriber will subscribe for the JerseyCo Subscriber Shares in JerseyCo, a Jerseyincorporated wholly owned subsidiary of the Company, for an amount approximately equal to the net proceeds of thePlacing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in considerationfor the transfer of the JerseyCo Subscriber Shares that will be issued to the JerseyCo Subscriber.

-- The net proceeds raised through the Placing will be retained for the benefit of the Company and will beused to part fund the Acquisition.

Applications for listing and admission to trading

-- Application will be made to the Financial Conduct Authority (the "FCA") for admission of the PlacingShares (as well as the Management Subscription Shares and Retail Shares) to listing on the premium listing segmentof the Official List of the FCA (the "Official List") and to London Stock Exchange plc (the "London StockExchange") for admission of the Placing Shares (as well as the Management Subscription Shares and Retail Shares) totrading on its main market for listed securities (together, "Admission"). It is expected that Admission will becomeeffective at 8.00 a.m. (London time) on 6 December 2021 or such later time and date (being not later than 8.00 a.m.(London time) on 8 December 2021) as the Banks and the Company may agree.

Participation in, and principal terms of, the Placing 1. The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company. 2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Banks. Each Bank and its Affiliates are entitled to enter bids in the Bookbuild as principal. 3. The Bookbuild, if successful, will establish the Offer Price payable to the Banks by all Placees whosebids are successful. The Offer Price and the aggregate proceeds to be raised through the Placing will be agreedbetween the Banks and the Company following completion of the Bookbuild and any discount to the market price of theOrdinary Shares will be determined in accordance with the Listing Rules. The Offer Price and the number of PlacingShares will be announced on a Regulatory Information Service following completion of the Bookbuild (the "PricingAnnouncement"). 4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing totheir usual sales contact at one of the Banks. Each bid should state the number of Placing Shares which theprospective Placee wishes to acquire either at the Offer Price which is ultimately established by the Company andthe Banks or at prices up to a price limit specified in its bid. Bids may be scaled down by the Banks on the basisreferred to in paragraph 8 below. 5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and willbe legally binding on the Placee on behalf of which it is made and, except with the consent of the Banks, will notbe capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will beowed to the Company and the Banks. Each Placee will also have an immediate, separate, irrevocable

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and bindingobligation, owed to the Banks, to pay to the Banks (or as the Banks may direct) as agents for the Company incleared funds an amount equal to the product of the Offer Price and the number of Placing Shares that such Placeehas agreed to acquire and the Company has agreed to allot and issue to that Placee. 6. The Bookbuild is expected to close no later than 7.00 a.m. (London time) on 2 December 2021, but may beclosed earlier or later at the discretion of the Banks. The Banks may, in agreement with the Company, accept bidsthat are received after the Bookbuild has closed. 7. Each Placee's allocation will be determined by the Company in consultation with the Banks and will beconfirmed to Placees orally or in writing by the relevant Bank following the close of the Bookbuild and a tradeconfirmation will be dispatched as soon as possible thereafter. That oral or written confirmation (at the Banks'discretion) to such Placee will constitute an irrevocable legally binding commitment upon such person (who will atthat point become a Placee) in favour of the Banks and the Company, under which such Placee agrees to acquire thenumber of Placing Shares allocated to it and to pay the Offer Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents. 8. The Banks will, in effecting the Placing, agree with the Company the identity of the Placees and thebasis of allocation of the Placing Shares. Subject to paragraphs 4 and 5 above, the Banks may choose to acceptbids, either in whole or in part, on the basis of allocations determined in agreement with the Company and mayscale down any bids for this purpose on such basis as they may determine. The Banks may also, notwithstandingparagraphs 4 and 5 above, and subject to the prior consent of the Company, (i) allocate Placing Shares after thetime of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Sharesafter the Bookbuild has closed to any person submitting a bid after that time. The acceptance of bids shall be atthe absolute discretion of the Banks, subject to agreement with the Company. The Company reserves the right (uponagreement with the Banks) to reduce or seek to increase the amount to be raised pursuant to the Placing. 9. The allocation of Placing Shares to Placees located in the United States and in Canada shall beconditional on the execution by each Placee of a US Investor Letter or Canadian Investor Letter (as applicable)substantially in the form provided to it. 10. Except as required by law or regulation, no press release or other announcement will be made by eitherBank or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other thanwith such Placee's prior written consent. 11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed,settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the sametime, on the basis explained below under "Registration and Settlement". 12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable)waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not beingterminated on the basis referred to below under "Termination of the Placing Agreement". 13. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of thePlacing will terminate only in the circumstances described below and will not be capable of rescission ortermination by the Placee after confirmation (oral or otherwise) by either Bank. 14. To the fullest extent permissible by law, none of the Company, the Banks nor any of their respectiveAffiliates nor Representatives shall have any responsibility or liability (whether in contract, tort or otherwiseand including to the fullest extent permissible by law, any fiduciary duties) to any Placee (or to any other personwhether acting on behalf of a Placee or otherwise). In particular, none of the Company, the Banks nor any of theirrespective Affiliates nor Representatives shall have any responsibility or liability (whether in contract, tort orotherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of the Banks'conduct of the Bookbuild or of such alternative method of effecting the Placing as the Banks and the Company mayagree.

Conditions of the Placing

-- The Placing is conditional upon the Placing Agreement becoming unconditional and not having beenterminated in accordance with its terms. The obligations of the Banks under the Placing Agreement are conditionalon certain customary terms and conditions, including, amongst other things:a. the Placing Terms having been executed and delivered by the Company and the Banks by no later than7.00 a.m. on the Business Day immediately following the date of this Announcement (or such later time and dateas the Company and the Banks may agree in writing); b. the publication by the Company of an announcement to a Regulatory Information Service as soon asreasonably practicable following the execution of the Placing Terms; c. in the opinion of the Banks (acting jointly and in good faith), there not having been any materialadverse change (as such term is defined in the Placing Agreement) at any time prior to Admission; d. neither the Company nor JerseyCo being in breach of any of their respective obligations andundertakings under the Placing Agreement, the Subscription and Transfer Agreement or the Option Agreement whichfall to be performed or satisfied prior to Admission, save to the extent not material in the opinion of theBanks (acting jointly and in good faith); e. the warranties given by the Company contained or referred to in the Placing Agreement being true,accurate and not misleading on and as at: (i) the date of the Placing Agreement; (ii) the time of execution ofthe Placing Terms; and (iii) Admission, in each case, as though they had been given and made on the relevantdate by reference to the facts and circumstances from time to time subsisting, save to the extent not materialin the opinion of the Banks (acting jointly and in good faith); f. the Company allotting, subject only to Admission, the Placing Shares; g. (i) each Retail Offer Document and Management Subscription Letter remaining in full force and effect,not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) nocondition to which any such document is subject having become incapable of satisfaction and not having beenwaived prior to Admission; and (iii) no event having arisen prior to Admission which gives a party thereto aright to terminate any such document, save in each case in circumstances where the Company and the Banks agreeat the time of entry into the Placing Terms that no Retail Offer Shares will be issued or which in the opinionof the Banks (acting jointly and in good faith) is not material; h. (i) each of the Subscription and Transfer Agreement and the Option Agreement remaining in full forceand effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission;(ii) no condition to which the either agreement is subject having become incapable of satisfaction and nothaving been waived prior to Admission (save for the condition in each agreement relating to Admission); and(iii) no event having arisen prior to Admission which gives a party thereto a right to terminate eitheragreement; i. (i) the Acquisition Agreement remaining in full force and effect, not having lapsed or beenterminated or amended (except with the consent of the Banks in accordance with clause ?14.10) in accordancewith its terms prior to Admission; (ii) no condition to which the Acquisition Agreement is subject havingbecome incapable of satisfaction and not having been waived prior to Admission; and (iii) no event havingarisen prior to Admission which gives a party thereto a right to terminate the Acquisition Agreement save incircumstances which in the opinion of the Banks (acting jointly and in good faith) is not material; and j. Admission taking place by no later than 8:00 a.m. on the Closing Date (or such later time and/or dateas the Company and the Banks may agree in writing, not being later than 8 December 2021).

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

-- If: (i) any of the Conditions are not fulfilled or, where permitted, waived or extended by the Banks inaccordance with the Placing Agreement; or (ii) the Placing Agreement is terminated in the circumstances specifiedbelow, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Sharesshall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of thePlacee (or any person on whose behalf the Placing is acting) in respect thereof.

-- The Banks (acting jointly) may, at their discretion and upon such terms and conditions as they think fit,waive satisfaction of the Conditions (or any part of them) or extend the time provided for satisfaction of theConditions save that Conditions (a), (b), (f) and (j) may not be waived. Any such waiver or extension will notaffect Placees' commitments as set out in this Announcement.

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-- Neither Bank nor any of their respective Affiliates or Representatives shall have any liability orresponsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respectof any decision it or another person may make as to whether or not to waive or to extend the time and/or date forthe satisfaction of any Condition nor for any decision it may make as to the satisfaction of any Condition or inrespect of the Placing generally and by participating in the Placing each Placee agrees that any such decision iswithin the absolute discretion of the Banks. Placees will have no rights against the Banks, the Company or any oftheir respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act1999 (as amended) or otherwise.

-- By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminateonly in the circumstances described above and under "Termination of the Placing Agreement" below, and will not becapable of rescission or termination by the Placee.

Termination of the Placing Agreement

-- Each Bank, in its absolute discretion, may terminate the Placing Agreement in accordance with its termsin certain customary circumstances, including, amongst others:a. any statement in any the Company's press announcements or presentation materials relating to thePlacing is or has become untrue, inaccurate or misleading in any respect, or any matter has arisen which would,if such document had been issued at that time, constitute an inaccuracy or omission from such document, whichin the opinion of any Bank (acting in good faith) is material; b. there has been a breach by the Company or JerseyCo of any of its respective obligations under thePlacing Agreement, the Subscription and Transfer Agreement or the Option Agreement, which in the opinion of anyBank (acting in good faith) is material; c. there has been a breach by the Company of any of the warranties given by the Company in the PlacingAgreement or any of such warranties is not or has ceased to be, true, accurate and not misleading, save to theextent not material in the opinion of the Banks (acting jointly and in good faith); d. there has been a breach of any provision of any Retail Offer Document or Management SubscriptionLetter or a waiver of any condition thereto, in each case, by the Company, which in the opinion of any Bank(acting in good faith) is material; e. in the opinion of any Bank (acting in good faith) there has been a material adverse change (as suchterm is defined in the Placing Agreement); f. there has occurred, or in the opinion of any Bank (acting in good faith) it is reasonably likely thatthere will occur:1. any material adverse change in the financial markets in the United Kingdom, any member state ofthe EEA, the United States or the international financial markets, any outbreak or escalation ofhostilities or war, act of terrorism, declaration of emergency or martial law or other calamity or crisisor any change in national or international political, financial or economic conditions or currency exchangerates or controls; 2. a suspension of, or occurrence of material limitations to, trading in any securities of theCompany by the London Stock Exchange or any other exchange or over-the-counter market, or of tradinggenerally on the London Stock Exchange, the New York Stock Exchange, the NASDAQ National Market or anyover-the-counter market, or minimum or maximum prices for trading having been fixed, or maximum ranges forprices of securities having been required, by any of such exchanges or by such system or by order of theFCA, the London Stock Exchange, the SEC, the Financial Industry Regulatory Authority, Inc. or any otherAgency, or a material disruption in commercial banking or securities settlement or clearance services inthe United Kingdom, any member state of the EEA or the United States; 3. a declaration of a banking moratorium by the United Kingdom, any member state of the EEA, theUnited States or New York authorities; or 4. any actual or prospective adverse change or development in United Kingdom, United States orJersey taxation materially affecting the Group (taken as a whole), the Offer Shares or the JerseyCoSubscriber Shares, or the transfer thereof,

in each case, where the effect is such that (either singly or together with any other event referred to), in the opinion of such Bank (acting in good faith), it is inadvisable or impracticable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or g. either application for Admission is withdrawn or refused by the FCA or the London Stock Exchange or, inthe opinion of any Bank (acting in good faith), will not be granted.

-- If the Placing Agreement is terminated by any Bank in accordance with its terms, the rights andobligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate atsuch time and no claim may be made by any Placee in respect thereof.

-- By participating in the Placing, each Placee agrees with the Company and the Banks that the exercise ornon-exercise by the Banks of any right of termination or other right or other discretion they have under thePlacing Agreement shall be within the absolute discretion of the Banks or for agreement between the Company and theBanks (as the case may be) and that neither the Company nor the Banks need make any reference to, or consult with,Placees and that none of the Company, the Banks nor any of their respective Affiliates nor Representatives shallhave any liability to Placees whatsoever in connection with any such exercise or failure to so exercise orotherwise.

No prospectus

-- No prospectus, offering memorandum, offering document or admission document has been or will be preparedor submitted to be approved by the FCA (or any other authority) in relation to the Placing or Admission and no suchprospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom orany equivalent jurisdiction.

-- Placees' commitments will be made solely on the basis of publicly available information taken togetherwith the information contained in this Announcement and any Exchange Information (as defined below) previouslypublished by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subjectto the further terms set forth in the electronic contract note and/or electronic trade confirmation to be providedto individual prospective Placees.

-- Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcementand the publicly available information previously and simultaneously released by or on behalf of the Company isexclusively the responsibility of the Company and has not been independently verified by the Banks. Each Placee, byaccepting a participation in the Placing, further confirms to the Company and the Banks that it has neitherreceived nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or either Bank or its Affiliates or any other person and noneof the Company, the Banks nor any of their respective Affiliates or Representatives nor any other person will beliable 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Byparticipating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in accepting a participation in the Placing. Nothing inthis paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Lock-up

-- The Company has undertaken to the Banks that, between the date of the Placing Agreement and the datewhich is 120 calendar days after the Closing Date, it will not, without the prior written consent of the Banks,enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customarycarve-outs agreed between the Banks and the Company.

-- By participating in the Placing, Placees agree that the exercise by the Banks of any power to grantconsent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Banksand that they need not make any reference to, or consult with, Placees and that they shall have no liability toPlacees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

-- Settlement of transactions in the Placing Shares (ISIN: GB00B012TP20) following Admission will take placewithin the CREST system, subject to certain exceptions. The Company and the Banks reserve the right to requiresettlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary,including in certificated form, if delivery or settlement is not possible or practicable within the CREST systemwithin the timetable set out in this Announcement or would not be consistent with the regulatory requirements inthe Placee's jurisdiction.

-- Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completedin accordance with the standing CREST or certificated settlement instructions that it has in place with therelevant Bank or as otherwise as such Bank may direct.

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-- The Company will deliver the Placing Shares to a CREST account operated by the Settlement Bank as agentfor and on behalf of the Company and the Settlement Bank will enter its delivery (DEL) instruction into the CRESTsystem. The Settlement Bank will hold any Placing Shares delivered to this account as nominee for the Placees. Theinput to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant PlacingShares to that Placee against payment.

-- It is expected that settlement will be on 6 December 2021 on a T+2 basis and on a delivery versus paymentbasis in accordance with the instructions given to the Banks.

-- Interest is chargeable daily on payments not received from Placees on the due date in accordance with thearrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentagepoints above LIBOR as determined by the Banks.

-- Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall bedeemed hereby to have irrevocably and unconditionally appointed the Banks, or any nominee of either of the Banks asits agent to use its reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee onsuch Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plusany interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregateamount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities,transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest,fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicatinga bid for Placing Shares, each Placee confers on each Bank all such authorities and powers necessary to carry outany such transaction and agrees to ratify and confirm all actions which each Bank lawfully takes on such Placee'sbehalf. Each Placee agrees that each Bank's rights and benefits under this paragraph may be assigned in that Bank'sabsolute discretion.

-- If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that,upon receipt, the electronic contract note and/or electronic trade confirmation is copied and delivered immediatelyto the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name orthat of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee forsuch person, such Placing Shares should, subject as provided below, be so registered free from any liability to UKstamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp dutyreserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation,allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp dutyreserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares),neither Bank nor the Company shall be responsible for the payment thereof.

Representations and warranties

-- By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocablyacknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf ofwhich it is acting) with each Bank (in its capacity as joint global coordinator and joint bookrunner and as placingagent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of itsapplication for Placing Shares, that: 1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Bookbuild and the Placing and its acquisition and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise; 2. no offering document, prospectus, offering memorandum or admission document has been or will be preparedin connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulationand it has not received and will not receive a prospectus, offering memorandum, admission document or otheroffering document in connection with the Bookbuild, the Placing or the Placing Shares; 3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing basedon this Announcement (including this Appendix) and any information publicly announced to a Regulatory InformationService by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares areadmitted to the premium listing segment of the Official List of the FCA and to trading on the London StockExchange's main market for listed securities and that the Company is therefore required to publish certain businessand financial information in accordance with the UK Market Abuse Regulation and rules and regulations of the LondonStock Exchange (collectively and together with the information referred to in (i) above, the "ExchangeInformation") which includes a description of the Company's business and the Company's most recent balance sheetand profit and loss account, and similar statements for preceding financial years, and that it has reviewed suchExchange Information and that it is able to obtain or access such information, or comparable information concerningany other publicly traded company, in each case without undue difficulty; and (iii) it has had access to suchfinancial and other information concerning the Company, the Placing and the Placing Shares as it has deemednecessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfieditself that the information is still current and has relied on that investigation for the purposes of its decisionto participate in the Placing; 4. neither Bank nor the Company nor any of their respective Affiliates or Representatives nor any personacting on behalf of any of them has provided, and none of them will provide, it with any material or informationregarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested either Bank, the Company, any of their respective Affiliates or Representativesor any person acting on behalf of any of them to provide it with any such material or information; 5. unless otherwise specifically agreed with the Banks, it and any person on behalf of which it isparticipating is not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of thePlacing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it is unlawful tomake or accept an offer to acquire the Placing Shares; 6. the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale,nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved inrespect of any of the Placing Shares under the securities legislation of the United States or any other RestrictedTerritory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed,directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action forthat purpose is required; 7. neither the Placing nor this Announcement has been approved, disapproved or recommended by the USSecurities and Exchange Commission, any state securities commission or other regulatory authority in the UnitedStates, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracyor adequacy of this Announcement; 8. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that neither Bank nor any of their respective Affiliates or Representatives nor any person acting onbehalf of any of them have made any representations to it, express or implied, with respect to the Company, theBookbuild, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of this Announcementor the Exchange Information, nor has or shall have any responsibility or liability for any information,representation or statement contained in this Announcement or any information previously or simultaneouslypublished by or on behalf of the Company, including, without limitation, any Exchange Information, and will not beliable for any Placee's decision to participate in the Placing based on any information, representation orstatement contained in this Announcement or any information previously or simultaneously published by or on behalfof the Company or otherwise. Nothing in this paragraph or otherwise in this Announcement excludes the liability ofany person for fraudulent misrepresentation made by that person; 9. the only information on which it is entitled to rely and on which such Placee has relied in committingitself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, that it hasreceived and reviewed all information that it believes is necessary or appropriate to make an investment decisionin respect of the Placing Shares, and that it has neither received nor relied on any other information given orinvestigations, representations, warranties or statements made by either Bank or the Company or any of theirrespective Affiliates or Representatives or any person acting on behalf of any of them and neither Bank nor the Company

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December 01, 2021 11:36 ET (16:36 GMT)