Corporate News

Proposed Placing, Subscription and Open Offer

23 August 2022

Placing of 213,500,000 new Ordinary Shares, Subscription for 36,500,000 new Ordinary Shares, Open Offer for up to 25,516,784 new Ordinary Shares all at 2 pence per Ordinary Share, and issue of up to 138,758,392 Warrants

Haydale (AIM:HAYD), the global advanced materials group, today announces its intention to conduct a Placing of and Subscription for 250,000,000 new ordinary shares of 2 pence each in the capital of the Company ("Ordinary Shares"), in each case at a price of 2 pence per new Ordinary Share (the "Issue Price"), to raise in aggregate £5.00 million.

The Company also proposes to provide all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 25,516,784 new Ordinary Shares via the Open Offer, to raise up to approximately £0.51 million (before expenses), on the basis of 1 Open Offer Share for every 20 Existing Ordinary Shares held on the Record Date, at the Issue Price.

The Company also proposes to issue Warrants to subscribers in the Placing, Subscription and Open Offer granting rights to subscribe for 1 additional Ordinary Share for each Warrant held in the ratio of 1 Warrant for every 2 New Ordinary Shares issued to those subscribers (the "Warrants"). The Warrants are exercisable at a price of 2 pence per Ordinary Share during the Warrant Exercise Period.

The net proceeds of the Fundraising, amounting to between £5.00 million and £5.51 million, depending on the take up of the Open Offer, will be used to fund general working capital needs of the business. If (assuming full take up under the Open Offer) all Warrants are exercised, the Company would receive additional gross proceeds of up to £2.77 million. The Company also announces that it intends to appoint a new Non-Executive Director to the Board in due course.

Placing Highlights:

  • Haydale intends to raise approximately £4.27 million before expenses through a Placing arranged by finnCap Ltd ("finnCap") of 213,500,000 new Ordinary Shares ("Placing Shares") at the Issue Price with new and existing investors.
  • The Company also intends to raise approximately £0.73 million through the issuance of 36,500,000 new Ordinary Shares via the Subscriptions (the "Subscription Shares"), and, up to £0.51 million through the issuance of up to 25,516,784 new Ordinary Shares via the Open Offer (the "Open Offer Shares"), both before expenses (the Placing Shares, Subscription Shares and Open Offer Shares, together, the "New Ordinary Shares").
  • The Company also intends to issue Warrants to investors in the Placing, Subscription and Open Offer at the 1:2 ratio described above, resulting in up to 138,758,392 Warrants exercisable at a price of 2 pence per Ordinary Share during the Warrant Exercise Period.
  • The Placing, to be conducted by way of an accelerated bookbuild, will launch with immediate effect. Further details of the Placing including the terms and conditions upon which the Placing is subject are set out below and in the Appendix to this Announcement.
  • Certain of the Directors of Haydale, namely Keith Broadbent and Theresa Wallis have indicated their intention to participate in the Fundraising for, in aggregate, approximately 1,500,000 new Ordinary Shares at the Issue Price, following publication of this Announcement.
  • The funds raised from the Fundraising will be used to fund general working capital needs of the business.
  • Intended additional appointment to the Non-Executive Board in due course.
  • The Fundraising is conditional (amongst other things) upon the passing of resolutions to authorise the issue of the New Ordinary Shares on a non-pre-emptive basis and grant the Warrants ("Resolutions"). A General Meeting is therefore being convened for the purpose of considering the Resolutions on 11:00 a.m. on Monday 12 September 2022.
  • Admission of the New Ordinary Shares ("Admission") is expected to take place on or around 14 September 2022.

 

For further information:

Haydale Graphene Industries plc

Tel: +44 (0) 1269 842 946

Keith Broadbent, CEO


Mark Chapman, CFO



www.haydale.com

finnCap (Nominated Adviser & Broker)

Tel: +44 (0) 20 7220 0500

Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance


Andrew Burdis / Barney Hayward, ECM


 

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service. 

Further information on the Fundraising and Admission is included in the section headed 'Additional Information' below. Attention is also drawn to the section headed 'Important Information' of this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.

Capitalised terms used but not defined in this Announcement shall have the meanings given to such terms in the section headed 'Definitions' below save that any capitalised term defined in the Appendix shall have such meaning in the Appendix to the exclusion, in the Appendix only, of any definition of such term elsewhere in this Announcement.

ADDITIONAL INFORMATION

Reasons for the Fundraising and Use of Proceeds

As previously reported, during the course of FY2022 we invested in both production capacity at our Ammanford facility and our in our human capital with recruitment across the group in the fields of sales, marketing, quality and production in readiness for expected volume orders from our current and potential clients, spanning a wide range of use-cases for our functionalised nano-materials. However, absent positive EBITDA or monthly positive cashflow, the costs associated with such investment have continued to deplete cash reserves.  At 30 June 2022 gross cash stood at £1.19 million and with an anticipated average monthly outflow of circa £0.4m it is therefore vital that the Company raises further funds.  The net proceeds of the Fundraising will be used to fund the loss envisaged through FY2023, to invest in Group working capital and for further capital expenditure of approximately £0.6 million (FY22: £1.0 million) to, amongst other investments, expand current production capacity.

It is anticipated that the net proceeds of the Fundraising will not be sufficient to fund the cash requirements of the Group through to a position where it is able to fund itself from its own cashflow.  It is very likely that the Group will need to raise additional funding in the future and, whilst the Directors believe that future funding would be available, there can be no guarantee that sufficient funds could be raised at a later date.  We would note that any additional equity financing may be dilutive to Shareholders,

Trading Update and Outlook

As announced on 19 July 2022 the year ended 30 June 2022 ("FY2022") has closed out ahead of revised expectations at the revenue level with revenue of approximately £2.90* million, gross profit of approximately £1.74* million and a loss before interest, tax, depreciation and amortisation ("LBITDA") marginally behind prior guidance at £3.35* million.  Capital Expenditure in FY2022 was £1.00* million and year end cash stood at £1.19 million.

As previously indicated, the commercial momentum from the second half of FY2022 is expected to continue into the current financial year. In particular, we are beginning to see commercial traction in a number of areas including our range of advanced functional inks where we are actively working with customers on ground-breaking formulations that promise both cost effective and more environmentally friendly solutions. At the same time we continue to work to enhance and modify the Group's other advanced graphene and nano material products to develop their technology readiness levels to ensure longer term efficacy.  Against this backdrop, the annualised impact of the investment in sales, marketing, quality and production resource during FY2022 alongside the inflationary cost pressures we are seeing at our operating units will partly offset the expected uplift in revenue at the LBITDA level.  We anticipate that the current year LBITDA will be smaller than FY2022.

Notwithstanding this, with the significant increase in functionalisation capacity that the HT1400 plasma reactor (commissioned in FY2022) will deliver, when optimised, combined with the investment made in human capital the Board remains confident that it has the fundamental building blocks in place to take advantage of the commercial traction it is seeing. The Board remain confident in the medium and longer term prospects for the Group.

The Board also intends to appoint an additional non-executive director to the board in due course.

* Source: Haydale management information - subject to audit

 

The Placing

The Company is proposing to raise approximately £4.27 million (before expenses) pursuant to the Placing. The Placing will be conducted by the Company in accordance with the terms and conditions set out in the Appendix to this Announcement. The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild" or the "Bookbuilding Process") which will commence immediately following this Announcement.  The Placing is conditional, amongst other things, on the passing  of the Resolutions.  Notice of the General Meeting will be set out in a circular to shareholders of the Company (the "Circular") which is expected to be posted to shareholders not later than tomorrow.  The General Meeting will be held on or around 12 September 2022. The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close this evening but may be closed at such earlier or later time as finnCap may, after consultation with the Company, in its absolute discretion, determine. The allocations will be determined at the absolute discretion of the Company in consultation with finnCap and will be confirmed orally or by email by finnCap following the close of the Bookbuild.  A further announcement will be made following the completion of the Bookbuild (the "Result of Bookbuild Announcement").

The Appendix (which forms a part of this Announcement) contains the detailed terms and conditions of the Placing.

The Subscription

Each of the following Directors, namely Keith Broadbent and Theresa Wallis intend to enter into Subscription Agreements to participate in the Fundraising at the Issue Price. In addition, Anthony Best and Fynamore Asset Management Limited (a company controlled by Nicholas Money-Kyrle) intend to participate in the Fundraising via the Subscription and subscribe for approximately £0.5 million and £0.2 million of New Ordinary Shares, respectively, at the Issue Price. Further details will be announced in the Result of Bookbuild Announcement.

The Open Offer

The Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 25,516,784 Open Offer Shares, to raise up to approximately £0.51 million (before expenses), on the basis of 1 Open Offer Share for every 20 Existing Ordinary Shares held on the Record Date, at the Issue Price, payable in full on acceptance. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Qualifying Shareholders are able to apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 20 Existing Ordinary Shares held by the
Qualifying Shareholder on the Record Date

Entitlements of Qualifying Shareholders to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain restricted jurisdictions will not qualify to participate in the Open Offer.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form (for Qualifying Non-CREST Shareholders) and as credited to stock accounts in CREST (for Qualifying CREST Shareholders). Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of Open Offer Entitlements, such applications will be scaled back pro rata to existing shareholdings. It should be noted that applications under the Excess Application Facility may not be satisfied in full.

Overseas Shareholders

The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Qualifying Shareholders with registered addresses in any Restricted Jurisdiction since to do so would require compliance with the relevant securities laws of that jurisdiction. Applications from any such person will be deemed to be invalid. If an Application Form is received by any Qualifying Shareholder whose registered address is elsewhere but who is in fact a resident or domiciled in a Restricted Jurisdiction, he/she should not seek to take up his/her allocation.

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

Each Qualifying Shareholder who subscribes for Open Offer Shares will also be granted 1 Warrant for every 2 Open Offer Shares subscribed for. Qualifying Shareholders do not need to take any further action in respect of such Warrants. Following the expiration of the Open Offer period, and taking into account any adjustments in respect of Excess Applications and/or scale back, the holders of Open Offer Shares will receive a certificate in respect of Warrants granted to them.

The Warrants

As detailed above, the Company has agreed to issue Warrants to investors in the Placing, Subscription and Open Offer on the basis of 1 Warrant for every 2 New Ordinary Shares subscribed for. Accordingly, there will be up to 138,758,392 Warrants in issue under the Block Admission, with each Warrant granting the holder the right to subscribe for one new Ordinary Share. The Warrants are exercisable at the Issue Price per Ordinary Share during the Warrant Exercise Period. This above figure includes 1,000,000 warrants in identical form (and subject to the same conditions) which will be issued to finnCap in part consideration for its services in relation to the Fundraising (the "finnCap Warrants") pursuant to a separate warrant instrument. If (assuming full take up under the Open Offer) all of the Warrants and the finnCap Warrants are exercised in full the Company will receive gross proceeds of a further £2.77 million.

The issue and validity of the Warrants is conditional, amongst other things, on the passing of the Resolutions and Admission of the New Ordinary Shares occurring on or before 8.00 a.m. on 14 September 2022 (or such later date as finnCap and the Company may agree being not later than 8.00 a.m. on 28 September 2022).

The other key terms and conditions of the Warrants are set out in the table below:

Subscription Rights

Each Warrant issued will confer on the holder the right to subscribe for 1 new Ordinary Share at a price of 2.0 pence per Ordinary Share by notice to the Company during the Warrant Exercise Period.

Warrant Exercise Period

The exercise period for a Warrant is the period from the date of issue of the Warrant to (and including) 5.00 p.m. on 14 September 2023 (unless terminated earlier in accordance with the terms of the Warrants).

Exercise of Warrants

The Warrants may be exercised in whole or in part during the Warrant Exercise Period, provided that any partial exercise of Warrants by a holder shall be for a minimum aggregate exercise price of £10,000 or, if less, the balance of the relevant holder's Warrants then outstanding.

Adjustment to Subscription Rights

The subscription rights conferred by the Warrants and/or the exercise price of the Warrants shall be adjusted by the Board in its sole discretion on the occurrence of certain events in relation to the Company, including

a)   a subdivision, consolidation or reclassification of the Ordinary Shares;

b)   a reduction of capital or any other reduction in the number of Ordinary Shares in issue from time to time;

c)   an issue of Ordinary Shares by way of dividend or distribution or by way of capitalisation of profits or reserves; or

d)   a consolidation, amalgamation or merger of the Company with or into another entity in certain circumstances,

with the intention, in broad terms, that any such adjustment will leave the holder(s) of the Warrant(s) in a similar position to the position they were in immediately before the event giving rise to the adjustment.

Transfer

The Warrants are non-transferable by the holders without the prior consent of the Company.

Security

The Warrants are not secured.

Modifications

The Company may amend the provisions of the instrument constituting the Warrants without the consent of the holders of the Warrants where such amendment is of a minor nature or to correct a manifest error. Otherwise no amendment or abrogation to the terms of the instrument are permitted without the consent of holders of at least 75% of the Warrants in issue at the time.

Information Rights

The Warrants entitle holders to receive the Company's annual report and accounts and all accompanying documents, together with every other document sent to the holders of the Ordinary Shares, in each case at the same time as it is sent to the holders of Ordinary Shares.

Administration

The Warrants are in certificated form and the Registrar has established and will maintain a register of the holders of Warrants. There are also provisions in the Warrant Instrument for convening meetings of the holders of Warrants.

A copy of the Warrant Instrument is available on the Company's website at www.haydale.com. The finnCap Warrant Instrument is on substantially the same terms as the Warrant Instrument.

Expected Timetable


2022

Record Date for entitlements under the Open Offer

Close of business on 22 Aug

Announcement of the Placing (Launch) and Open Offer

23 Aug

Announcement of the Results of the Fundraising

24 Aug

Ex-entitlement date for the Open Offer  

8:00 a.m. 24 Aug

Publication and posting of the Circular, the Form of Proxy and, to Qualifying Non-CREST Shareholders only, Application Forms

24 Aug

Basic Entitlements and Excess Entitlements credited to stock accounts of qualifying CREST Shareholders

25 Aug

Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST

4:30 p.m. 6 Sep

Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST

3:00 p.m. 7 Sep

Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)

3:00 p.m. 8 Sep

Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting

11:00 a.m. on 8 Sep

Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)

11:00 a.m. 12 Sep

General Meeting

11:00 a.m. on 12 Sep

Announcement of results of the General Meeting

12 Sep

Announcement of results of the Open Offer

13 Sep

Admission of New Ordinary Shares to trading on AIM and commencement of dealings

8.00 a.m. on 14 Sep

CREST accounts to be credited for New Ordinary Shares to be held in uncertificated form

14 Sep

Dispatch of definitive share certificates for New Ordinary Shares to be held in certificated form

week commencing 19 Sep

 

Admission, settlement and CREST

Application will be made to the London Stock Exchange for the New Ordinary Shares issued pursuant to the Fundraising to be admitted to trading on AIM ("Admission").

Subject to the satisfaction or waiver of the conditions of the Placing Agreement, settlement for and admission of the New Ordinary Shares to trading on AIM pursuant to the Placing, the Subscriptions and Open Offer is expected to take place on or before 8.00 a.m. on or around 14 September 2022. The Fundraising is conditional upon, among other things, the passing of the Resolutions, admission of the New Ordinary Shares becoming effective and the Placing Agreement not being terminated in accordance with its terms.

In respect of the Warrants, application will be made to the London Stock Exchange for a block admission of up to 139,633,392 new Ordinary Shares to be admitted to trading on AIM ("Block Admission"). These new Ordinary Shares may be issued and allotted from time to time pursuant to the exercise of the Warrants. The new Ordinary Shares issued pursuant to the exercise of the Warrants, when issued, will rank pari passu with the existing Ordinary Shares of the Company. A further announcement will be issued in due course with regard the Block Admission.

IMPORTANT INFORMATION

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 finnCap or by any of their respective 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 is released by Haydale Graphene Industries Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596 / 2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, this Announcement is being made on behalf of the Group by finnCap. This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Ordinary Shares and/or the Warrants have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa

The distribution or transmission of this Announcement and the offering of the New Ordinary Shares and/or the Warrants in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into a Restricted Jurisdiction. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, 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 the 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 Company's present and future business strategies and the environment in which the Company 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.

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.

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser, lead broker and bookrunner to the Company in connection with the Placing. finnCap will not be responsible to any person other than the Company for providing the protections afforded to clients of finnCap or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. finnCap is not making any representation or warranty, express or implied, as to the contents of this Announcement. finnCap has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by finnCap for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

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

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

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.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Act"

the Companies Act 2006, as amended

"Admission"

the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules

"AIM"

the market of that name operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time

"Application Form"

the non-CREST application form relating to the Open Offer to be enclosed with the Circular for use by Qualifying Non-CREST Shareholders

"Announcement"

this announcement, including the Appendix

"Articles"

the articles of association of the Company in force at the date of this Announcement

"Basic Entitlements"

the pro rata entitlement for Qualifying Shareholders to subscribe for Open Offer Shares, pursuant to the terms and conditions of the Open Offer

"Block Admission"

the block admission applied for in respect of the up to 138,758,392 new Ordinary Shares to be admitted to trading on AIM pursuant to any exercise of the Warrants

"Bookbuilding Process"

the accelerated bookbuilding process through which the Placing is to be conducted by finnCap as described in this Announcement

"Circular"

the circular to shareholders in connection with the Fundraising (and containing the notice of the General Meeting) to be published and posted on or around 24 August 2022

"Company" or "Haydale"

Haydale Graphene Industries Plc a company incorporated in England and Wales with company number 07228939 whose registered office is at Clos Fferws, Parc Hendre, Capel Hendre, Ammanford, Carmarthenshire, SA18 3BL

"CREST"

the relevant system (as defined in the CREST Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations

"CREST member"

a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)

"CREST participant"

a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875), as amended

"Directors" or "Board"

the directors of the Company or any duly authorised committee thereof

"Euroclear"

Euroclear UK & International Limited, the operator of CREST

"Excess Application Facility"

the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of the Basic Entitlement in accordance with the terms and conditions of the Open Offer

"Excess CREST Open Offer Entitlement"

in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to the Basic Entitlement credited to the Qualifying CREST Shareholder's account in CREST, pursuant to the Excess Application Facility, which is conditional on the Qualifying CREST Shareholder taking up his Basic Entitlement in full and which may be subject to scaleback in accordance with the provisions of the Circular

"Excess Entitlement(s)"

Open Offer Shares in excess of the Basic Entitlement, but not in excess of the total number of Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer

"Ex-entitlement Date"

the date on which the Existing Ordinary Shares are marked 'ex' for entitlement under the Open Offer being 24 August 2022

"Excess Shares"

the Open Offer Shares for which Qualifying Shareholders may apply under the Excess Application Facility in addition to their Basic Entitlement

"Existing Ordinary Shares"

the Ordinary Shares in issue as at the date of this Announcement being the entire issued share capital of the Company prior to the Fundraising

"FCA"

the Financial Conduct Authority of the UK

"finnCap"

finnCap Ltd, the Company's nominated adviser and broker

"finnCap Warrant Instrument"

the instrument dated 23 August 2022 constituting the finnCap Warrants

"finnCap Warrants"

the Warrants over 1,000,000 new Ordinary Shares exercisable at a price of 2.0 pence per Ordinary Share during the Warrant Exercise Period to be issued to finnCap pursuant to the finnCap Warrant Instrument

"Form of Proxy"

the form of proxy for use in connection with the General Meeting which accompanies the Circular

"FSMA"

the Financial Services and Markets Act 2000 (as amended)

"Fundraising"

together, the Placing, the Subscriptions and the Open Offer

"General Meeting"

the general meeting of the Company to be held at 11:00 a.m. on 12 September 2022 or any adjournment thereof, notice of which will be set out at the end of the Circular

"Group"

together, the Company and its subsidiary undertakings

"ISIN"

International Securities Identification Number

"Issue Price"

2 pence per New Ordinary Share

"London Stock Exchange"

London Stock Exchange plc

"MAR"

EU Regulation 596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018

"Member account ID"

the identification code or number attached to any member account in CREST

"Money Laundering Regulations"

Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Criminal Justice Act 2003 and the Proceeds of Crime Act 2002

"New Shares" or "New Ordinary Shares"

together, the Placing Shares the Subscription Shares and the Open Offer Shares

"Notice of General Meeting"

the notice convening the General Meeting which forms part of the Circular

"Open Offer"

the conditional invitation to Qualifying Shareholders to apply for the Open Offer Shares at the Issue Price on the terms and conditions outlined in this Announcement

"Open Offer Entitlements"

entitlements for Qualifying Shareholders to subscribe for Open Offer Shares pursuant to the Basic Entitlement and the Excess Entitlement

"Open Offer Shares"

up to 25,516,784 new Ordinary Shares to be issued to Qualifying Shareholders pursuant to the Open Offer

"Ordinary Shares"

ordinary shares of 2 pence each in the capital of the Company having the rights and being subject to the restrictions contained in the Articles

"Overseas Shareholders"

Shareholders with registered addresses, or who are citizens or residents of, or incorporated in, countries outside of the United Kingdom

"Participant ID"

the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant

"Placees"

persons who agree to subscribe for Placing Shares under the Placing

"Placing"

the conditional placing by finnCap, as agent of and on behalf of the Company, of the Placing Shares at the Issue Price on the terms and subject to the conditions in the Placing Agreement

"Placing Agreement"

the conditional agreement dated 23 August 2022 between the Company and finnCap, relating to the Placing

"Placing Shares"

means the new Ordinary Shares to be issued by the Company pursuant to the Placing

"Prospectus Regulation"

Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the pubic or admitted to trading on a regulated market, as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018

"Prospectus Regulation Rules"

the prospectus regulation rules made by the FCA pursuant to section 73A of FSMA

"Qualifying CREST Shareholders"

Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in uncertificated form in CREST

"Qualifying Non-CREST Shareholders"

Qualifying Shareholders holding Existing Ordinary Shares which, on the register of members of the Company on the Record Date, are in certificated form

"Qualifying Shareholders"

holders of Existing Ordinary Shares other than Overseas Shareholders, whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions as set out in the Circular

"Record Date"

22 August 2022

"Registrars" 

Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX

"Regulatory Information Service"

a service approved by the London Stock Exchange for the distribution to the public of AIM announcements and included within the list on the website of the London Stock Exchange

"Resolutions"

the resolutions to be proposed at the General Meeting as set out in the notice of General Meeting which forms part of the Circular

"Restricted Jurisdictions"

the United States, Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other jurisdiction where the extension or availability of the Placing would breach any applicable law

"Securities Act"

the United States Securities Act of 1933, as amended

"Shareholders"

registered holders of Ordinary Shares

"Subscribers"

certain persons comprising Keith Broadbent, Theresa Wallis, Tony Best and Fynamore Asset Management Limited (a company controlled by Nicholas Money-Kyrle) who intend to subscribe for the Subscription Shares pursuant to the Subscription Agreements

"Subscriptions"

the proposed conditional subscriptions by the Subscribers for the Subscription Shares at the Issue Price proposed to be made on the terms and subject to the conditions set out in the Subscription Agreements

"Subscription Agreements"

the conditional letter agreements proposed to be entered into between the Company and each of the Subscribers, relating to the Subscriptions

"Subscription Shares"

the 36,500,000 new Ordinary Shares which are proposed to be issued pursuant to the Subscriptions

"UK"

the United Kingdom of Great Britain and Northern Ireland

"uncertificated" or " in uncertificated form"

a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"Warrant Instrument"

the instrument dated 23 August 2022 constituting the Warrants

"Warrants"

the unlisted warrants to be issued, conditional on the passing of the Resolutions and completion of the Fundraising, to subscribers of Placing Shares, Open Offer Shares, and Subscription Shares granting to the holders thereof rights to subscribe for new Ordinary Shares granted to subscribers of Placing Shares, Open Offer Shares, and Subscription Shares exercisable at a price of 2.0 pence per Ordinary Share during the Warrant Exercise Period in accordance with the terms of the Warrant Instrument. (and, where the context so requires, shall include the finnCap Warrants)

"Warrant Exercise Period"

the period to 5.00 pm on 14 September 2023 unless expiring earlier in accordance with Warrant Instrument

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR 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 (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER AND (3) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"); OR (4) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The Placing Shares and the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the Placing Shares and/or the Warrants is being made in the United States. The Placing (as defined below) is being made solely outside the United States to persons in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares and/or Warrants in any Restricted Jurisdiction. This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, finnCap or any finnCap Affiliates or Haydale Affiliates (as defined below) that would permit an offer of the Placing Shares and/or the Warrants or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares and/or Warrants in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

All offers of the Placing Shares and the Warrants will be made pursuant to an exemption under the UK Prospectus Regulation and the EU Prospectus Regulation from the requirement to produce a prospectus. The Placing Shares and the Warrants have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. 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 the Republic of South Africa in relation to the Placing Shares or the Warrants and the Placing Shares and the Warrants have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. Accordingly, the Placing Shares and/or the Warrants may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

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.

Any indication in this Announcement of the price at which the Existing Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser.

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.

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.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting for Haydale and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Placing or Admission and will not be responsible to anyone other than Haydale for providing the protections afforded to clients of finnCap or for affording advice in relation to the Placing or Admission, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares is deemed to have read and understood this Announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the Placing Agreement with finnCap. Pursuant to the Placing Agreement, finnCap has, subject to the passing of the Resolutions and to the other terms and conditions set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement.

The Placing is not being underwritten. No element of the Fundraising is being underwritten.

The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid and rank pari passu in all respects with each other and with the Existing Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of Admission.

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

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement ("Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on or around 14 September 2022.

Bookbuilding Process

Commencing today, finnCap will be conducting the Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, finnCap will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by finnCap. finnCap and finnCap Affiliates are entitled to participate as Placees in the Bookbuilding Process.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than this evening, but may be closed at such earlier or later time as finnCap may, in its absolute discretion (after consultation with the Company), determine. The Result of Bookbuild Announcement will be released following the close of the Bookbuilding Process.

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and, subject thereto, will be legally binding on the Placee on behalf of which it is made and, except with finnCap's consent, will not be capable of variation or revocation after the time at which it is submitted.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at finnCap. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, finnCap will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. finnCap's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and finnCap pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to it at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee will be deemed to have read and understood the Announcement in its entirety. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by finnCap. The terms of this Appendix will be deemed incorporated in that trade confirmation.

finnCap reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. finnCap also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of finnCap.

Each Placee's obligations will be owed to the Company and to finnCap. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and finnCap, as agent of the Company, to pay to finnCap (or as finnCap may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.

All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement". By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

To the fullest extent permissible by law, none of finnCap, any holding company of finnCap, any subsidiary of finnCap, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "finnCap Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of finnCap, any finnCap Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as finnCap may determine.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), which form part of UK law by virtue of the European Union (Withdrawal) Act 2018 and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities referred to in this Announcement will be subject to a product approval process, which is expected to determine that the securities 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 and recipients of this Announcement should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities 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 Fundraising. Furthermore it is noted that, notwithstanding the Target Market Assessment, finnCap 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 securities.

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

Persons who are invited to and who choose to participate in the Placing, by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer to acquire Placing Shares on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to take up Placing Shares has been given and who has been invited to participate in the Placing by finnCap.

All obligations of finnCap under the Placing will be subject to fulfilment of the conditions referred to in this Announcement including without limitation those referred to below under "Conditions of the Placing".

Conditions of the Placing

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

The obligations of finnCap under the Placing Agreement are conditional, amongst other things, on:

1.   the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times during the period up to and including Admission; 

2.   the Resolutions being validly passed at the General Meeting without amendment and remaining in full force and effect;

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

4.   the obligations of finnCap not having been terminated (as described below under "Right to terminate under the Placing Agreement");

5.   the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

6.   Admission occurring not later than 8.00 a.m. on or around 14 September 2022 or such later time and/or date as finnCap may agree in writing with the Company (but in any event not later than 8.00 a.m. on 28 September 2022).

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by finnCap), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of finnCap, the Company, any finnCap Affiliate, nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Haydale Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that finnCap's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

Right to terminate under the Placing Agreement

finnCap may, at any time before Admission and in its absolute discretion, terminate the Placing Agreement with immediate effect if, amongst other things:

1.   any statement contained in any investor presentation, circular or any announcement relating to the Placing is untrue, incorrect or misleading in any respect which finnCap consider material in the context of the Placing or Admission;

2.   any of the warranties, was, when given, or becomes, untrue, inaccurate or misleading in a respect which finnCap considers to be material in the context of the Placing;

3.   the Company has failed to comply materially with any of its obligations under the Placing Agreement, the Companies Act, FSMA or the AIM Rules;

4.   any of the Conditions of the Placing have become incapable of fulfilment; 

5.   there has occurred (in the sole judgement of finnCap) any material adverse change affecting the financial or trading position or prospects of the Company and its subsidiaries; or

6.   there has occurred any international crisis, act of terrorism, outbreak of hostilities, change in national or international financial, monetary, economic, industrial, political or market conditions including fluctuations in exchange rates, or the suspension of trading in securities generally on the London Stock Exchange or the New York Stock Exchange or trading is limited or minimum prices established on any such exchange, or the declaration of a banking moratorium in London or by the US Federal or New York State authorities or material disruption to any commercial banking or securities settlement services in the US or the UK, or there comes into effect any government regulation which finnCap in its absolute discretion considers to be material in the context of the Placing or Admission.

By participating in the Placing, each Placee agrees with finnCap that the exercise by finnCap of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of finnCap and that finnCap need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, finnCap, any finnCap Affiliate nor any Haydale Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

No offering document, admission document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix). In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to finnCap and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of finnCap (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any finnCap Affiliate, any persons acting on its or their behalf or the Company or any Haydale Affiliate and none of finnCap, any finnCap Affiliate, any persons acting on their behalf, the Company, any Haydale Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with finnCap for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax adviser and business adviser for legal, tax and business advice regarding an investment in the Placing Shares.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. finnCap reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as finnCap may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The expected timetable for settlement will be as follows:

Trade Date

12 September 2022

Settlement Date

14 September 2022

ISIN Code

GB00BKWQ1135

SEDOL

BKWQ113

Deadline for input instruction into CREST

3.00 p.m. on 13 September 2022

CREST ID for finnCap

601

 

Following the close of the Bookbuilding Process, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to finnCap and settlement instructions. Placees should settle against the finnCap CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with finnCap.

It is expected that settlement will take place on the Settlement Date shown above on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by finnCap.

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

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

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither finnCap nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and terms

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

1.   represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2.   acknowledges that no prospectus, admission document or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus, admission or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

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

4.   acknowledges that the Placing Shares will be admitted to AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and UK version of the Market Abuse Regulation (EU 596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and other applicable laws and regulations (the "Exchange Information"), which includes certain business and financial and the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty and is aware of the contents of the Exchange Information;

5.   acknowledges that none of finnCap, any finnCap Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of finnCap, nor any finnCap Affiliate nor any person acting on their behalf to provide it with any such material or information;

6.   acknowledges that (i) none of finnCap or any finnCap Affiliate 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 a client of finnCap and that finnCap does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings, agreements or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect finnCap to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that finnCap is not acting for it or its clients, and that finnCap will not be responsible to any person other than the Company for providing protections afforded to its clients;

7.   acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of finnCap, nor any finnCap Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of finnCap, nor any finnCap Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that finnCap, any finnCap Affiliate or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

8.   acknowledges that it 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 is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved; 

9.   unless paragraph 10 applies, represents and warrants that it has neither received nor relied on any inside information for the purposes of MAR and section 56 of the Criminal Justice Act 1993 (the "CJA") in relation to the Company or its participation in the Placing and is not purchasing Placing Shares on the basis of inside information;

10.  it acknowledges and agrees that, if it has received any inside information (for the purpose of MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;

11.  acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and any Exchange Information  (save that in the case of Exchange Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph) and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;

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

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

14.  represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

15.  represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S;

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

17.  represents and warrants that if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation: (a) any Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of finnCap has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;

18.  represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent finnCap has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

19.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation;

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

21.  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;

22.  represents and warrants that it has complied with (i) its obligations under the CJA and MAR;  and (ii) the laws of all relevant jurisdictions which apply to it and that it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 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 ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; and it is permitted to subscribe for Placing Shares in accordance with the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017);

23.  if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) (High Net Worth Companies, Unincorporated Associations etc.) of the FPO and (c) it is a qualified investor as defined in Article 2(e) of the UK Prospectus Regulation and (d) it is person to whom this Announcement may otherwise lawfully be communicated;

24.  represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

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

26.  acknowledges that none of finnCap, nor any finnCap Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of finnCap, nor any finnCap Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of finnCap's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

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

28.  acknowledges that 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 agreements, 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

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

30.  represents and warrants that it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

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

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

33.  acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with finnCap, any money held in an account with finnCap on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. 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 in accordance with the client money rules and will be used by finnCap in the course of its business and the Placee will rank only as a general creditor of finnCap;

34.  acknowledges and agrees that in order to ensure compliance with the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA, finnCap (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to finnCap or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at finnCap's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at finnCap's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity finnCap (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, finnCap and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

35.  acknowledges and understands that the Company, finnCap, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

36.  acknowledges that the basis of allocation will be determined by finnCap at its absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

37.  irrevocably authorises the Company and finnCap to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

38.  acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;

39.  acknowledges and agrees that time is of the essence as regards its obligations under this Appendix; 

40.  acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to finnCap;

41.  acknowledges and agrees that it will be bound by the terms of the Articles; and

42.  acknowledges and agrees that the terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter 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 finnCap 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.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and finnCap (for their own benefit and, where relevant, the benefit of any finnCap Affiliate or Haydale Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, finnCap, any finnCap Affiliate, any Haydale Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.

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

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

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

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

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

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

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

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

Each Placee may be asked to disclose in writing or orally to finnCap and, if so, undertakes to provide:

1.   if he is an individual, his nationality; 

2.   if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

3.   such other "know your client" information as finnCap may reasonably request.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. 

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, and persons needing advice should consult an independent financial adviser.