Lombard Medical Technologies PLC : - Proposed Placing and Subscription of Shares

Lombard Medical Technologies PLC

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THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES NOR WILL THEY QUALIFY FOR DISTRIBUTION UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN, NOR HAS ANY PROSPECTUS IN CONNECTION WITH THE SECURITIES BEEN LODGED WITH OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION.  THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES.

Lombard Medical Technologies PLC

("Lombard Medical" or "Company")

Proposed Placing and Subscription to raise £21.0 million

Offer to Qualifying Participants to raise up to £2.0 million

and

Notice of General Meeting

London, UK, 24 May 2013- Lombard Medical Technologies PLC (AIM: LMT), the specialist medical technology company focussed on innovative vascular products, today announces that it proposes to raise £21.0 million (before expenses) through a Placing and Subscription, arranged on the Company's behalf by Canaccord Genuity Limited and WG Partners, a trading name of Charles Stanley & Co. Ltd. The Issue Price of 175 pence per Ordinary Share represents a discount of 5 per cent. to the closing middle market price of 184.5 pence per existing Ordinary Share on 23 May 2013 (being the last practicable date prior to the date of this announcement). In conjunction with the Placing and Subscription, Qualifying Participants are being invited to participate in the Fundraising pursuant to an Offer that may raise up to an additional £2.0 million (before expenses).

The Company expects to use the net proceeds of the Placing and Subscription of £20 million, together with Lombard Medical's existing cash resources of £15.2 million, approximately as follows:

?      Build sales and marketing infrastructure ahead of U.S. commercial launch in the second half of 2013 (10%)

?      Post U.S. launch continue to grow AorfixTMmarket share in the U.S. (35%)

?      Expand AorfixTMproduction capacity (17%)

?      Develop next generation products, line extensions and delivery devices (17%)

?      Clinical trials (10%)

?      Grow rest of world sales of AorfixTMand launch in select new territories (including Japan in 2014) (11%)

The Directors currently anticipate that the proceeds of this proposed Placing and Subscription will enable the Company to achieve its longer-term goals in the U.S. market and to support Lombard Medical's strategy through to cash generation. 

The funds raised in the Offer, of up to £2.0 million will be used by the Company for general working capital purposes.

In addition the Company has received shareholder approval to amend the terms of the Convertible Loan Notes issued to Invesco Asset Management Limited, acting as agent for and on behalf of its discretionary clients ("IAML") in March 2012. Having obtained such approval, the terms of the Convertible Loan Notes have been amended to enable the Company to agree in writing to conversion of the £3.0 million principal amount of the Convertible Loan Notes (but not accrued but unpaid interest) into new Ordinary Shares in accordance with the terms of the Loan Note Instrument prior to 1 July 2013.

Simon Hubbert, Chief Executive of Lombard Medical, commented:

"We are delighted with the level of support shown to the Company by our existing shareholders and a number of new top tier institutional investors. The financing, together with our existing cash resources, will allow Lombard Medical to fully realise the potential of AorfixTMin the large and growing $1.3 billion AAA repair market. AorfixTMis the only endovascular stent graft licensed in the U.S. for use in cases with neck angulations up to 90 degrees, enabling treatment of the broadest range of AAA anatomies, which uniquely differentiates AorfixTMfrom other marketed stent grafts. With such a competitively labelled device and the resources to effectively commercialise AorfixTM, the Board is confident of securing a meaningful share of the U.S. market and creating significant value for shareholders."

The Fundraising is subject to the approval of the shareholders of the Company at a General Meeting to be held at 11.00 a.m. on 14 June 2013.

The Company today also announces a Board change, details of which are set out below in the full announcement.

Terms of the Placing

Lombard Medical has appointed Canaccord Genuity and WG Partners as joint brokers to the Fundraising.  The Fundraising is conditional upon, amongst other things, the Directors obtaining appropriate Shareholder authorities at the General Meeting to seek authority to allot the Fundraising Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Fundraising Shares. The Circular, containing a notice convening the General Meeting, has today been posted to the Company's shareholders and will be available to view on the Company's websitewww.lombardmedical.com. In total, the Company has received irrevocable undertakings to vote in favour of the Resolutions in respect of 21,204,466 Ordinary Shares representing 70.2 per cent. of the existing Ordinary Shares in issue.

The Placing is also conditional on the Placing Agreement of today's date between the Company, Canaccord Genuity and WG Partners not having been terminated prior to Admission in accordance with its terms.

The Fundraising Shares will be issued at the issue price of 175 pence per Fundraising Share (the "Issue Price").  The Issue Price represents a discount of 5 per cent. to the closing middle market price of 184.5 pence per existing Ordinary Share on 23 May 2013 (being the last practicable date prior to the date of this announcement).

The Placing is not being underwritten. Application will be made for the Fundraising Shares to be admitted to AIM, a market operated by London Stock Exchange plc and settlement of the Fundraising Shares, together with Admission, is expected to become effective at 8.00 a.m. on 17 June 2013. On Admission, the Fundraising Shares will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company.

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

-Ends-

Lombard Medical Technologies PLC	Tel: [phone]
Simon Hubbert, Chief Executive Officer Ian Ardill, Chief Financial Officer
Canaccord Genuity Limited Lucy Tilley / Tim Redfern / Henry Fitzgerald O'Connor / Dr. Julian Feneley	Tel: [phone]
WG Partners David Wilson / Claes Spång	Tel: [phone]
FTI Consulting Simon Conway / Susan Stuart / Victoria Foster Mitchell	Tel: [phone]

About Lombard Medical

Lombard Medical Technologies PLC (AIM: LMT), is a medical device company focussed on device solutions for the $1.3 billion per annum abdominal aortic aneurysm (AAA) repair market. AAAs are a balloon-like enlargement of the aorta which, if left untreated, may rupture and cause death. Approximately 4.5 million people are living with AAAs in the developed world and each year 600,000 new cases are diagnosed. The market for endovascular stent grafts for this application is expected to grow to $1.6 billion by 2015. The Company's lead product, Aorfix?, is an endovascular stent graft which has been specifically designed to solve the problems that exist in treating complex tortuous anatomy which is often present in advanced AAA disease. Aorfix? is currently being commercialised in the EU, and has been approved by the FDA in the U.S. It is the only stent graft approved for AAA neck angulations of up to 90 degrees. Plans are currently underway to launch Aorfix? in the US later this year through the group's own direct sales force, focussing on patients with tortuous aneurysm neck anatomy between 60 and 90 degrees in line with the products unique label. Aorfix? is the first AAA stent graft not of U.S. origin to gain FDA approval.

The Company is headquartered in Oxfordshire, with operations in Ayrshire and Phoenix, USA.

Further background on the Company can be found atwww.lombardmedical.com.

1     Introduction

Your Board announces today that it proposes to raise £21.0 million (before expenses) by way of a conditional Placing of 11,958,572 new Ordinary Shares through Canaccord Genuity and WG Partners, joint brokers to the Fundraising, and a conditional Subscription of 41,428 new Ordinary Shares to Participating Directors at a price of 175 pence per new Ordinary Share . In conjunction with the Placing and Subscription, the Board also announces today details of a conditional Offer to Qualifying Participants to raise up to a further £2.0 million (before expenses) through the issue of up to 1,142,857 new Ordinary Shares at a price of 175 pence per new Ordinary Share representing a discount of 5 per cent. to the closing middle market price of 184.5 pence per existing Ordinary Share on 23 May 2013 (being the last practicable date prior to the date of this announcement). In conjunction with the Placing and Subscription, the Board also announces today details of a conditional Offer to Qualifying Participants to raise up to a further £2.0 million (before expenses) through the issue of up to 1,142,857 new Ordinary Shares at a price of 175 pence per new Ordinary Share. The Placing, Subscription and Offer (together the "Fundraising") are all conditional upon, amongst other things, the Directors obtaining appropriate Shareholder authorities at the General Meeting to seek authority to allot the Fundraising Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Fundraising Shares.

Your Board also announces today that it has sought approval from Shareholders who are independent of the Company's largest Shareholder, IAML, and who together hold more than 50 per cent. of those existing Ordinary Shares held by independent shareholders, excluding those existing Ordinary Shares held by IAML to amend the terms of the Convertible Loan Notes issued to IAML in March 2012. Having obtained such approval, the terms of the Convertible Loan Notes have been amended to enable the Company to agree in writing to conversion of the £3.0 million principal amount of the Convertible Loan Notes (but not accrued but unpaid interest) into new Ordinary Shares in accordance with the terms of the Loan Note Instrument prior to 1 July 2013. IAML has, as the CLN Holder, requested and the Company has agreed to such earlier conversion and, accordingly, 2,142,857 new Ordinary Shares will be issued and allotted to IAML (the "CLN Shares"). It is expected that admission of the CLN Shares to trading on AIM and dealings in the CLN Shares will commence at the same time as expected for the Fundraising Shares being at 8.00 a.m. on 17 June 2013.

The Company intends to use the proceeds of the Fundraising to further support its commercialisation strategy for Aorfix? in the U.S. following receipt of FDA approval in February this year. As a result of receipt of FDA approval, the second tranche of Lombard Medical's May 2011 Fundraising was triggered and the Company received net proceeds of £13.5 million. The Company is using the proceeds from the second tranche of the May 2011 Fundraising to build its own direct sales force and marketing infrastructure in order to launch Aorfix? in the U.S. in the second half of 2013. The proceeds from the second tranche of the May 2011 Fundraising will also be used to expand production capacity to meet anticipated demand for Aorfix?, to complete the planned extension of stent graft sizes and to develop a next generation, lower profile delivery device.

The Directors currently anticipate that the proceeds of this proposed Fundraising will enable the Company to achieve its longer-term goals in the U.S. market and to support Lombard Medical's strategy through to cash generation.

The Placing Shares have been conditionally placed with institutional investors and the Subscription Shares have been conditionally subscribed for by the Participating Directors. Dealings in the Placing Shares, the Subscription Shares, the Offer Shares and the CLN Shares are expected to commence on AIM at 8.00 a.m. on 17 June 2013. As a result of the Conversion and assuming no take up under the Offer, the Fundraising Shares together represent approximately 39.7 per cent. of the Company's existing issued share capital and will, when issued, represent approximately 27.1 per cent. of the Company's Enlarged Share Capital. As a result of the Conversion and assuming full take up under the Offer, the Fundraising Shares together represent approximately 43.5 per cent. of the Company's existing issued share capital and will, when issued, represent approximately 28.9 per cent. of the Company's Enlarged Share Capital.

Following Admission and assuming no take up under the Offer, MVM will hold 3.5 per cent. of the Company's Enlarged Share Capital. Accordingly, Thomas Casdagli, being the non-executive director appointed by MVM in accordance with its former right to appoint a non-executive director for so long as MVM holds in excess of 5 per cent. of the issued share capital of the Company, resigned from the Board yesterday, 23 May 2013. In connection with this, the Directors propose that the New Articles be adopted with the amendments required to clarify that the relevant provisions regarding MVM's former ability to appoint a non-executive director no longer apply. Further details are contained in paragraph 13 below.

Approval of the necessary Resolutions required for the issue and allotment of the Fundraising Shares pursuant to the Fundraising will be sought at the General Meeting convened for 11.00 a.m. on 14 June 2013. The Company has received irrevocable undertakings to vote in favour of the Resolutions in respect of 21,204,466 Ordinary Shares representing 70.2 per cent. of the existing Ordinary Shares in issue. Further details are contained in paragraph 16 below.

The purpose of the circular is to provide Shareholders with information about the background to and reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which has been sent to Shareholders, and to seek their approval for the issue of the Fundraising Shares.

2             Information on Lombard Medical Technologies PLC

Lombard Medical, a UK company quoted on AIM, is a specialist medical technology company focussed on innovative vascular products. The Company is currently focussed on device solutions for the repair of abdominal aortic aneurysm (AAAs). An AAA is a balloon-like enlargement of the aorta which, if left untreated, may rupture and cause death. 

The Company's lead product, AorfixTM, is a bifurcated endovascular stent graft for use in the treatment of AAAs. AorfixTMhas been designed specifically to solve the problems that exist in treating complex tortuous anatomy which is often present in advanced AAA disease. AorfixTMis currently being commercialised in the EU and certain markets outside the EU and received FDA approval in the U.S. in February this year. 

The FDA has approved AorfixTMfor the treatment of patients with angulations at the neck of the aneurysm from 0 to 90 degrees. AorfixTMis the only endovascular stent graft licensed in the U.S., the largest market for AAA repair, for use in tortuous cases with neck angulations greater than 60 degrees. Published clinical data suggests that up to 30 per cent. of all patients have some tortuosity either at the neck of the aneurysm or in the iliac arteries. It is this segment of patients to which AorfixTMis initially targeted with its uniquely flexible design. In Europe, AorfixTMis already licensed to treat patients with angulations at the neck of the aneurysm from 0 to 90 degrees. Currently in the U.S. patients with aortic neck angles above 60 degrees receive open repair (major surgery associated with higher mortality and morbidity) or are treated 'off-label' with other EVAR devices which are not indicated in patients with neck angles above 60 degrees. 

During the FDA approval process, Aorfix? was trialled in patients displaying both tortuous anatomies, with angulations at the neck of the aneurysm from between 60 and 90 degrees (the segment of patients to which AorfixTMis initially targeted with its uniquely flexible design), and in patients with less challenging anatomies (0 to 60 degrees). Clinical data for the treatment of AAAs where the neck angle falls in the 0 to 60 degree range was comparable with that of the FDA-approved devices of Lombard Medical's competitors. As such, AorfixTMcan be used to treat all ranges of neck angulation up to 90 degrees and has demonstrated an ability to successfully treat a neck angulation of approximately 133 degrees.

After a 12 month follow-up, data from the U.S. PYTHAGORAS trial of AorfixTMdemonstrated that AorfixTMcan successfully treat a larger patient population than competing devices, including both standard and difficult to treat cases of AAAs.  The Company recruited 218 patients into the trial, resulting in data from 151 patients with neck angles greater than or equal to 60 degrees and 67 patients with neck angles of less than 60 degrees. The Board was pleased to report that no aneurysms expanded in patients with neck angles of less than 60 degrees and just 1.8 per cent. of aneurysms expanded in patients with high neck angles. These results compare favourably with the results of other competing devices in normal, less tortuous anatomies.

The Company's headquarters are located in Oxfordshire, with operations in Prestwick, Ayrshire and Phoenix, U.S.A. Further background on the Company can be found on the Company's website (www.lombardmedical.com).

3             U.S. EVAR Market Overview

In the U.S., AAAs are the 13thleading cause of death and the 10thleading cause of death in men over the age of 65.  There are approximately 200,000 new cases of AAA diagnosed in the U.S. per annum.  Of these new cases, approximately 45,000 are treated with EVAR, up to half of that number are treated using open surgery and the remainder are kept under periodic review as their AAAs are considered to be not yet large enough to require treatment.  Approximately 15,000 individuals die per annum from an AAA rupture.

The U.S. EVAR market was estimated to be $625 million in 2012 and is expected to grow to $964 million in 2018, being at 7.5 per cent. CAGR. It has been estimated that the EVAR market in the U.S. represents approximately 54 per cent. of the global EVAR market.

EVAR in the U.S. is carried out in approximately 1,500 centres.  However, of these centres approximately 300 have 'higher volume' and perform over 36 EVARs per annum, many of which are likely to be complex/tortuous, representing approximately 50 per cent. of the U.S. EVAR market. 

At present, the U.S. EVAR market is largely serviced by four companies, each with commercially available FDA-approved devices for use in treating AAAs with a neck angulation limited to 0 to 60 degrees. Within the indicated range, use of an AAA stent graft in EVAR is considered to be 'on-label' and approved for use. The four FDA-approved AAA stent grafts currently available in the U.S. are approved for use where the AAA neck angle is up to (and including) 60 degrees. In both EU and U.S. territories, AorfixTMis approved for use in patients with AAA neck angles of up to (and including) 90 degrees. This broad indication, and strong differentiation resulting from such, creates a meaningful advantage for AorfixTMover current devices.

The competitive landscape in the U.S. is more favourable to that in the EU with fewer competitors approved in the 0 to 60 degree angle market and no competitor with approval to treat neck angles above 60 degrees.  In the EU there are two devices that are approved for use in patients with AAA neck angles of up to 75 degrees, specifically where the neck length is at least 15mm. The remainder of approved devices in the EU are approved for use in cases with up to 60 degree angles, with the exception of one device which has no angle indication and is not approved in the U.S.

In a closely regulated and litigious country such as the U.S., there is significant focus on 'on-label' use of products. Physicians are subject to regulatory pressure to avoid, where possible, 'off-label' use of devices. Aorfix? is approved for use 'on-label' in patients across a broader indication of neck angles than its competitors with the consequence that Aorfix? can be used by physicians in patients displaying highly tortuous anatomies where such patients would otherwise need to be treated 'off-label' using an AAA device.

The broad indication of Aorfix? will promote the treatment of AAA using EVAR for some patients where FDA-approved 'on-label' products were not previously available; current treatment options are either open surgery or use of 'off-label' devices.

The average selling price of EVAR devices in the U.S. is materially higher than that of equivalent devices in the EU.

4             U.S. Commercialisation Strategy

The FDA's decision to approve commercialisation of Aorfix? in the U.S. is a major milestone for the Company and a key driver of future growth. Initially, in 2013, Lombard Medical will target approximately 300 centres in which circa 50 per cent. of the EVAR operations in the U.S. are performed. To this end, the Company has already hired Michael Gioffredi, President of Operations in the U.S., who has 30 years' experience in healthcare companies, the majority of which has been in vascular sales and marketing roles. The Company is in the process of recruiting and training a field sales force of approximately 20 individuals, including two regional managers, ahead of a launch in the U.S. in the second half of 2013. The sales representatives that are being recruited come from a large pool of experienced sales representatives and have experience in EVAR, peripheral vascular sales or related fields and will receive in-depth training in Aorfix? and the procedure itself, to proctor level. The training will cover both the Aorfix? product and the treatment of challenging anatomy. The physician training programme is intended to involve six hours of classroom and computer simulation training that will include a description of the product, deployment of Aorfix? in plastic models, deployment training on computerised simulators and a review of trial data and outcomes.

Marketing efforts for Aorfix? will be focussed on exploiting the device's unique label in the underserved tortuosity segment which represents up to 30 per cent. of all EVARs. The Company calculates this segment of the market to be currently valued at approximately $185 million and it is expected to grow to approximately $290 million by 2018. Aorfix? is the only approved device to treat such highly angulated cases, which are an important part of the overall tortuosity segment, and compares favourably to other approved EVAR devices when treating less challenging anatomies (0 to 60 degrees).

Under the Company's current business plan, the intention is to increase the sales force by an additional 20 sales representatives and two regional managers by the end of 2015 which will take the sales force to 37 representatives plus four regional managers. The timing of any such new hires will be dependent on sales performance and this will enable the Company to further penetrate the U.S. AAA market.

5             Regulatory

As detailed above, the Company received U.S. FDA approval of Aorfix? for the endovascular repair of AAAs in February 2013. Additionally, Lombard Medical has made progress across two new product development projects for the treatment of AAA, in line with its continuous commitment to provide innovative endovascular solutions which meet clinicians' needs and improve patient outcomes.

The first project is focussed on improving clinicians' experience during Aorfix? stent graft delivery. The new delivery system for Aorfix?, called Aorflex?, introduces a number of enhanced features with clear clinical benefits and has received encouraging feedback from clinicians since its European launch in April 2012. The Company has sought real time U.S. regulatory approval for Aorflex? which it expects to launch in the second half of 2013. The revision to the current device only requires small changes and, as such, the Company understands that no in-patient data is required for this approval and therefore expects to receive such approval by the end of July 2013.

The Company has also made significant progress towards expanding the size range of Aorfix?, thereby addressing the needs of patients with AAAs with aortic neck diameters either too large or too small for the current product size range. Based on published clinical data, management estimates this to be up to 25 per cent. of the total AAA patient population. A wider range of sizes will be available for custom order (customised to a physician's requirements and not requiring a CE Mark) in Europe in the second half of 2013. A clinical study to support regulatory approval of the most widely used combinations of sizes in the expanded size range is anticipated to commence in 2014.

The Company is planning further iterations of the Aorfix? product and its delivery system, including a reduction in the device profile and the inclusion of a repositionable graft top-end to assist the physician in placing the graft accurately during the procedure. The Company will work closely with the regulatory bodies in the U.S. and the EU to plan the optimal route to market and these routes may involve the gathering of clinical data in a clinical trial setting.

The Company will also incur further expenditure on clinical trials in the U.S., as it continues to follow the patients treated in the PYTHAGORAS trial and will start a post approval study, required under the terms of the U.S. approval.

Medico's Hirata Inc., the Company's Japanese distribution partner, has filed for regulatory approval of Aorfix? in Japan and the Company anticipates receiving such approval in 2014. The Company estimates that the Japanese EVAR market is worth up to $100 million per annum. In March 2013, the Company received $2.5 million from the $5.0 million convertible loan facility granted by Medico's Hirata Inc.

6             Intellectual Property

As announced on 7 May 2013, the Company has filed a petition with the US Patent and Trademark Office (USPTO) for Inter Partes Review of the validity of the broadest claims of U.S. patent No. 6,306,141 (the "141 patent"), entitled "Medical devices incorporating stress-induced martensite (SIM) alloy elements", which is assigned to Medtronic Inc. 

The Company believes that claims of the 141 patent directed to the use of a shape memory alloy exhibiting SIM in a medical device, are invalid because the use of self-expanding shape memory alloys utilising stress induced martensite (an inherent property of all Nitinol based devices that exhibit thermally induced martensite (TIM)) for medical devices was well known before the patent was filed. As such, the claims in the 141 patent are invalid and not entitled to protection under the U.S. patent laws. A final determination by the Patent and Trademark Appeals Board (PTAB) of the validity of the 141 patent will be issued within 18 months after institution of the Inter Partes Review. No counterpart patents to the 141 patent are in force in other territories outside of the U.S.

The Company does not believe it infringes the 141 patent and will launch Aorfix? in the second half of 2013 as planned.

The procedure for conducting Inter Partes Review took effect on September 16, 2012 and applies to any patent issued before, on, or after 16 September 2012.  As noted in The White House press release on occasion of President Obama signing the America Invents Act into law "The Patent and Trademark Office will offer entrepreneurs new ways to avoid litigation regarding patent validity, at cost significantly less expensive than going to court" (16 September 2011).

The Inter Partes Review process begins with the filing of a petition by a third party (a person who is not the owner of the patent).  Once a petition has been filed, a patent owner will have three months to respond to the petition and the PTAB will have three months after that to consider whether the petition raises a substantial new question of patentability.  Once the proceeding is instituted, the PTAB will issue a final determination of invalidity within 1 year (extendable for good cause by 6 months).  A petition, once filed for Inter Partes Review, can be withdrawn by the applicant at any stage of the process.

7             Background to, reasons for and use of proceeds of, the Fundraising

Following receipt of FDA approval in February this year, the second tranche of Lombard Medical's May 2011 Fundraising was triggered and the Company received net proceeds of £13.5 million. The Company is using the proceeds from the second tranche of the May 2011 Fundraising to build its own direct sales force and marketing infrastructure in order to launch Aorfix? in the U.S. in the second half of 2013. The proceeds from this second tranche will also be used to expand production capacity to meet anticipated demand for Aorfix?, complete the planned extension of stent graft sizes and develop the next generation, lower profile delivery device.

As at 30 April 2013, the Company had existing cash resources of £15.2 million.

The Company expects to use the net proceeds of the proposed Placing and Subscription of £20 million, together with these existing cash resources, approximately as follows:

·      Build sales and marketing infrastructure ahead of U.S. commercial launch in the second half of

2013 (10 per cent.)

·      Post U.S. launch - continue to grow Aorfix? market share in U.S. (35 per cent.)

·      Expand Aorfix? production capacity (17 per cent.)

·      Develop next generation products, line extensions and delivery devices (17 per cent.)

·      Clinical trials (10 per cent.)

·      Grow rest of the world sales of Aorfix? and launch in select new territories (including Japan in 2014) (11 per cent.)

The Directors currently anticipate that the proceeds of this proposed Placing and Subscription will enable the Company to achieve its longer-term goals in the U.S. market and to support Lombard Medical's strategy through to cash generation.

Additionally, the funds raised in the Offer, of up to £2.0 million will be used by the Company for general working capital purposes.

8             Details of the Placing and Subscription

The Company proposes to raise £20.9 million (before expenses) through the placing through Canaccord Genuity and WG Partners, joint brokers to the Fundraising.  In addition, the Participating Directors have each entered into Subscription Agreements with the Company thereby raising, in aggregate, a further £72,500 (before expenses).  Together, the Placing and the Subscription will raise a total of £21.0 million (before expenses).  Neither the Placing nor the Subscription are being underwritten.

The Placing Shares and the Subscription Shares will be issued at the Issue Price.  The Issue Price represents a discount of 5 per cent. to the closing middle market price of 184.5 pence per existing Ordinary Share on 23 May 2013 (being the last practicable date prior to the date of this announcement). 

The following Directors have agreed to subscribe £72,500 in aggregate (before expenses) pursuant to the Subscription at the Issue Price:

Name	Subscription Amount (£)
John Barry Rush	7,500
Simon Hubbert	10,000
Ian Leslie Ardill	15,000
Dr. Peter William Phillips	5,000
Simon John Neathercoat	5,000
Craig Robert Rennie	15,000
Professor Martin Terry Rothman	15,000
	72,500

Note that Timothy John Haines (being the non-executive director nominated by Abingworth pursuant to the subscription agreement dated 20 April 2011) is prevented by the fund arrangements of Abingworth from participating in the Subscription.

Further details on the Directors and their interests are set out in Part IV of the circular.

Assuming that Resolutions 1 and 2 are passed, it is expected that Admission will become effective and that dealings in the Placing Shares and Subscription Shares pursuant to the Fundraising will commence at 8.00 a.m. on 17 June 2013. The Placing Shares and Subscription Shares to be issued pursuant to the Fundraising will be issued fully paid and will rank equally in all respects with the existing Ordinary Shares.

Further details of the Placing and Subscription are contained in Part II of the circular.

9             Details of the Offer

The Company considers it important that Qualifying Participants have an opportunity to participate in the Fundraising. The Company is therefore proposing to invite Qualifying Participants to subscribe for up to 1,142,857 Offer Shares at the Issue Price pursuant to a conditional Offer to raise, in aggregate, up to an additional £2.0 million (before expenses) (the "Offer Threshold"). In the event that Qualifying Participants apply for, in aggregate, an amount that is greater than the Offer Threshold, the Directors will use their discretion to scale back such applications such that this threshold is not exceeded. Assuming that Resolutions 1 and 2 are passed, it is expected that Admission will become effective and that dealings in the Offer Shares pursuant to the Offer will commence at 8.00 a.m. on 17 June 2013. For further information on the Offer, please see Part II of the circular and for details of the terms and conditions of the Offer please see Part III of the circular.

In order to apply for Offer Shares, Qualifying Participants should complete the enclosed Application Form in accordance with the instructions set out in Part III of the circular and on the Application Form and return it and the appropriate remittance, by post, to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) to Capita Registrars at that address together, in each case, with payment in full, so as to be received no later than 11.00 a.m. on 12 June 2013.

10             Conversion of the Convertible Loan Notes

Following receipt of shareholder approval on 27 March 2012, Lombard Medical issued the Convertible Loan Notes to its largest Shareholder, IAML. The proceeds of the Convertible Loan Notes (£3.0 million before expenses) were to be applied towards general working capital purposes to ensure that the Company would be able to continue operating at its then current levels should a short delay have occurred in obtaining FDA approval.

The terms of the Loan Note Instrument agreed at the time of issuance of the Convertible Loan Notes state that, subject to any conversion rights being exercised by the CLN Holder, the Convertible Loan Notes would be repayable by the Company on 1 September 2013. The terms of the Loan Note Instrument also provide that the CLN Holder will be, at any time between 1 July 2013 and 1 September 2013, entitled to convert the Convertible Loan Notes plus any accrued but unpaid interest into Ordinary Shares at a conversion price of 140 pence per Ordinary Share.

The terms agreed at the time of issuance further stated that in the event that there is at any time, or by reference to any record date, while the Convertible Loan Notes remain in issue the following:

a)   any allotment or issue of equity securities by the Company by way of capitalisation of profits or

reserves;

b)   any cancellation, purchase or redemption of equity securities, or any reduction or repayment of

equity securities by the Company;

c)   any sub-division or consolidation of equity securities by the Company; and/or

d)   any issue of securities or other instruments convertible into shares in, or equity securities of the Company or any grant of options, warrants or other rights to subscribe for, or call for the allotment or issue of, shares in, or equity securities of the Company, save any issue of equity securities of the Company pursuant to the exercise of options granted to employees or Directors or which are permitted under the Company's articles of association or pursuant to the May 2011 Fundraising, such adjustment will be made to the number and nominal value of the Ordinary Shares to be converted as the professional advisors or auditors of the Company for the time being consider necessary.

The effect of such an adjustment would be that, after it has been made and on Conversion, the CLN Holder would be entitled to receive the same percentage of the issued share capital of the Company carrying the same proportion of votes exercisable at a general meeting of Shareholders and the same entitlement to participate in distributions of the Company, in each case as nearly as practicable, as would have been the case had no such event occurred (and making such reduction or increase as is necessary to the premium, arising on the issue and allotment of Ordinary Shares on Conversion).

Your Board announces today that it has sought approval from Shareholders who are independent of IAML and who together hold more than 50 per cent. of those existing Ordinary Shares held by independent shareholders, excluding those existing Ordinary Shares held by IAML, to amend the terms of the Convertible Loan Notes issued to IAML in March 2012. Having obtained such approval, the terms of the Convertible Loan Notes have been amended to enable the Company to agree in writing to conversion of the £3.0 million principal amount of the Convertible Loan Notes (but not accrued but unpaid interest) into new Ordinary Shares in accordance with the terms of the Loan Note Instrument prior to 1 July 2013. Following receipt of independent shareholder approval for the amendment to the terms, IAML has, as the CLN Holder, requested and the Company has agreed to such earlier conversion and, accordingly, 2,142,857 new Ordinary Shares have been issued and allotted to IAML. Accordingly, following Conversion, IAML will hold 14,061,610 Ordinary Shares representing 43.5 per cent. of the issued share capital of the Company. Following Conversion and Admission, IAML will (assuming no take up under the Offer) hold 17,464,134 Ordinary Shares representing 39.4 per cent. of the issued share capital of the Company. Further details of IAML's shareholding in the Company are contained in Part IV, paragraph 5 of the circular.

11            Grant of Options

As at the date of the circular, the Company has options outstanding over 2,240,455 existing Ordinary Shares representing 7.4 per cent. of the current issued share capital of the Company (the "Outstanding Options").  The Outstanding Options held by the Directors number 1,445,179 (representing 4.8 per cent. of the current issued share capital of the Company).

The Remuneration Committee of the Company has consulted with the Company's major Shareholders and has agreed to revise the Company's Share Option Scheme for certain Directors and management of the Company.

The first performance criteria for the Outstanding Options is the achievement of FDA approval for AorfixTM.  Although FDA approval was received in February this year, this performance criteria was not achieved as a result of the later than expected grant of FDA approval.  Consequently, the Remuneration Committee of the Company considers that the subsequent performance criteria for the Outstanding Options are no longer achievable.  In accordance with the terms of the Company's Share Option Scheme, it has agreed to amend the performance criteria that apply in respect of the Outstanding Options in order to reflect the Company's current and future business plans.  The Company's Share Option Scheme will remain based on the achievement by the Company of a majority of budgeted revenue.

In connection with the Fundraising and the second tranche of the May 2011 Fundraising, the Remuneration Committee of the Company has agreed to issue new options to subscribe for up to 3,597,669 Ordinary Shares in aggregate in accordance with the Share Option Scheme (representing up to 8.1 per cent. of the Company's Enlarged Share Capital assuming no take up under the Offer) (the "New Options").  Of this total, the new options to be issued to the Directors will number 1,841,926 (representing 4.2 per cent. of the Company's Enlarged Share Capital assuming no take up under the Offer).

The New Options will be granted by the Company to certain Directors and management of the Company before the General Meeting, conditional on the passing of Resolutions 1 and 2.  The exercise price per Ordinary Share at which the New Options will be issued will, in accordance with the rules of the Share Option Scheme, constitute the average market price of the Ordinary Shares over the three days preceding the date of the grant of the New Options.  The vesting of the New Options will be subject to certain performance criteria to be determined by the Remuneration Committee, to reflect the Company's current and future business plans and will remain based on the achievement by the Company of a majority of budgeted revenue.

Following the grant of the New Options there will be outstanding options in issue over 5,838,124 Ordinary Shares (representing 13.2 per cent. of the Company's Enlarged Share Capital assuming no take up under the Offer). Of this total, the options outstanding issued to the Directors will number 3,287,105 (representing 7.4 per cent. of the Company's Enlarged Share Capital assuming no take up under the Offer).  The maximum number of share options outstanding at any point in time will be 15 per cent. of the Company's issued share capital at that time.

12            Current trading and prospects

On 9 April 2013, the Company published its final results for the financial year ended 31 December 2012. Within this period, demand for AorfixTM(measured by patients treated) increased 13 per cent. in main EU markets (UK, Germany, Italy and Spain), with 32 per cent. growth in Germany reflecting the expansion of Lombard Medical's direct sales team.

On 14 February 2013, the Company received U.S. FDA approval of AorfixTMfor the endovascular repair of AAAs which triggered the receipt of net proceeds of £13.5 million pursuant to the second tranche of the May 2011 Fundraising. Subsequently, and as a result of being granted FDA approval, the Company received $2.5 million from the $5.0 million convertible loan facility granted by Medico's Hirata Inc., the Company's distribution partner in Japan.

Since publication of the final results, the Company has continued to trade in line with management's expectations.

13            Board Changes

Pursuant to the subscription agreement dated 20 April 2011 entered into between the Company, Abingworth and MVM in connection with the May 2011 Fundraising, it was agreed that Abingworth and MVM would each be entitled to appoint one non-executive Director to the Board, provided that, and for so long as, they each held not less than 5 per cent. of the issued share capital of the Company. Accordingly, the Company's existing articles of association contain relevant provisions to enshrine such rights no longer apply.

Following Admission and assuming no take up under the Offer, MVM will hold 3.5 per cent. of the Company's Enlarged Share Capital. Accordingly, Thomas Casdagli, being the non-executive director appointed by MVM in accordance with its right to appoint a non-executive director for so long as MVM holds in excess of 5 per cent. of the issued share capital of the Company has resigned from the Board yesterday, 23 May 2013. In connection with this, the Directors propose that the New Articles be adopted with the amendments required to clarify that the relevant provisions regarding MVM's ability to appoint a non-executive director. The Board thanks Thomas for his service as a Director since his appointment in 2011.

As announced in the 2012 full year results, after two years of service as Lombard Medical's Chairman and following the recent achievement of FDA approval for Aorfix? in the U.S., John Rush has decided to step down as Chairman of the Company but will continue to serve on the Board as a non-executive director. The Board continues the process to find a candidate to replace John as Chairman of the Board, and a short list of potential candidates has now been produced.

14            Related Party Transactions

The issue by the Company of the Convertible Loan Notes to IAML in March 2012 constituted a related party transaction for the purposes of the AIM Rules (the "Original Related Party Transaction").

The agreement by the Company to amend the terms of the Convertible Loan Notes to enable the Company to agree in writing the early Conversion prior to 1 July 2013 and its election to permit the amendment of the terms of the Convertible Loan Notes, constitute amendments of the Original Related Party Transaction for the purposes of the AIM Rules.  Prior to Conversion, IAML has an interest in 11,918,753 Ordinary Shares representing 39.5 per cent. of the issued share capital of the Company.  Following Conversion, IAML will have an interest in 14,061,610 Ordinary Shares representing 43.5 per cent. of the issued share capital of the Company.

Owing to the size of IAML's shareholding in the Company prior to the Conversion, the amendment of the terms of the Convertible Loan Note will constitute a related party transaction for the purposes of the AIM Rules. 

The Directors consider, having consulted the Company's nominated adviser, Canaccord Genuity, that the amendments to the Original Related Party Transaction are fair and reasonable insofar as Shareholders are concerned.

In providing advice to the Directors, Canaccord Genuity has taken account of the commercial assessments of the Directors.

Following Conversion, IAML will hold approximately 43.5 per cent. of the then issued share capital of the Company and Abingworth will hold approximately 17.7 per cent. of the then issued share capital of the Company. Owing to the size of each of IAML's and Abingworth's shareholdings in the Company, the participation by IAML and/or Abingworth in the Placing means that the Fundraising constitutes a related party transaction for the purposes of the AIM Rules.

IAML will have an interest in 17,464,134 Ordinary Shares following Admission, representing not more than 39.4 per cent. of the Enlarged Share Capital (assuming no take up under the Offer). Abingworth will have an interest in 7,984,725 Ordinary Shares following Admission, representing not more than 18.01 per cent. of the Enlarged Share Capital (assuming no take up under the Offer). Further detail on IAML's and Abingworth's shareholding in the Company as a result of its participation in the Placing is set out in Part IV, paragraph 5 of the circular.

The Directors consider, having consulted the Company's nominated adviser, Canaccord Genuity, that participation by IAML and Abingworth in the Placing is fair and reasonable insofar as Shareholders are concerned.

In providing advice to the Directors, Canaccord Genuity has taken account of the commercial assessments of the Directors.

15            General Meeting

The Directors currently have existing authorities to allot shares and to disapply pre-emption rights under section 551 and section 570 of the Act which were recently obtained at the Company's Annual General Meeting held on 23 May 2013. However, these would be insufficient to enable the Company to allot and issue the full amount of the Fundraising Shares. Accordingly, in order for the Company to allot and issue the Fundraising Shares, the Company needs to obtain approval from its Shareholders to grant the Board additional authority to issue new Ordinary Shares and to disapply statutory pre-emption rights which would otherwise apply to the issue of the Fundraising Shares. The Company is therefore seeking Shareholder consent to increase the Directors' general authority to allot securities and disapply pre-emption rights pursuant to sections 551, 570 and 571 of the Act respectively.

A notice has been sent to shareholders convening the General Meeting to be eld at 11.00 a.m. on 14 June 2013, at the offices of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA, at which the following Resolutions will be proposed for the purposes implementing the Fundraising:

·   Resolution 1 - an ordinary resolution to authorise the Directors, for the purposes of section 551 of the Act, to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to a maximum aggregate nominal amount of £2,628,571.40 in connection with the Fundraising;

·     Resolution 2 - a special resolution, subject to and conditional upon the passing of Resolution 1, to disapply statutory pre-emption rights up to a maximum aggregate nominal amount of £2,628,571.40  in connection with the Fundraising; and

·     Resolution 3 - a special resolution to authorise the Company to adopt the New Articles.

Resolution 1 requires a simple majority of those persons voting in person or on a poll in favour of the Resolution. Resolutions 2 and 3 will require approval by not less than 75 per cent. of the votes cast by Shareholders voting in person or on a poll.

Resolutions 1 and 2 seek authority for the issue and allotment on a non-pre-emptive basis of up to a maximum aggregate nominal amount of £2,628,571.40 in connection with the Fundraising. This relates to the maximum possible nominal amount of new Ordinary Shares that the Company could be required to issue and allot to the Placees, Subscribers and Qualified Participants in connection with the Fundraising which

is 13,142,857 Fundraising Shares.

Shareholders should note that Resolution 2 is conditional upon the passing of Resolution 1 with the consequence that, if either Resolution 1 or Resolution 2 is not passed, the Fundraising will not proceed.

16            Irrevocable Undertakings

The Company has received an irrevocable undertaking from IAML in respect of 11,918,753 Ordinary Shares, in aggregate, representing 39.5 per cent. of the existing Ordinary Shares in issue to vote in favour of the Resolutions and not to take up their entitlement under the Offer.

The Company has received an irrevocable undertaking from Abingworth in respect of 5,714,285 Ordinary Shares,  representing 18.9 per cent. of the existing Ordinary Shares in issue to vote in favour of the Resolutions.

The Company has received an irrevocable undertaking from MVM in respect of 1,571,428 Ordinary Shares, representing 5.2 per cent. of the existing Ordinary Shares in issue to vote in favour of the Resolutions

The Company has received an irrevocable undertaking from LSP in respect of 2,000,000 Ordinary Shares, representing 6.6 per cent. of the existing Ordinary Shares in issue to vote in favour of the Resolutions. 

In total, the Company has therefore received irrevocable undertakings to vote in favour of the Resolutions in respect of 21,204,466 Ordinary Shares representing 70.2 per cent. of the existing Ordinary Shares in issue.

Recommendation

Shareholders should note that, if the resolutions to be proposed at the General Meeting are not passed, the Fundraising will not proceed.  Without the proceeds of the Fundraising, the Company will not have sufficient working capital to continue trading, according to its current business plan, beyond early 2014.  Accordingly, if the Fundraising does not proceed, the Board will need to consider alternative sources of funding, which may or may not be forthcoming.

The Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings of existing Ordinary Shares amounting, in aggregate, to 612,181 existing Ordinary Shares, representing approximately 2.0 per cent. of the existing issued ordinary share capital of the Company.

KEY STATISTICS

Number of Ordinary Shares in issue as at the date of the circular	30,201,812
Number of CLN Shares to be issued pursuant to the Conversion Number of Ordinary Shares in issue immediately following Conversion	2,142,857 32,344,669
Number of Placing Shares being placed on behalf of the Company pursuant to the Placing	11,958,572
Number of Subscription Shares being subscribed for pursuant to the Subscription	41,428
Maximum number of Offer Shares being offered pursuant to the Offer	1,142,857
Issue Price	175 pence
Estimated proceeds receivable by the Company, net of expenses1	£20 million
Number of new Ordinary Shares to be issued pursuant to the Fundraising1	12,000,000
Number of Ordinary Shares in issue following Admission of the Fundraising Shares1	44,344,669
Fundraising Shares as a percentage of the Enlarged Share Capital1	27.1%

1.      Following Conversion and assuming no take up under the Offer.  Following the Conversion and assuming that there is full take up under the Offer, the estimated proceeds receivable by the Company (net of expenses) pursuant to the Fundraising will be £22 million, the maximum number of new Ordinary Shares to be issued pursuant to the Fundraising will be 13,142,857, the number of Ordinary Shares in issue following Admission of the Fundraising Shares will be 45,487,526 and the Fundraising Shares as a percentage of the Enlarged Share Capital will be 28.9 per cent.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Offer Record Date	5.00 p.m. on 21 May 2013
Announcement of the Placing, Subscription and Offer, date of the circular and posting of the circular, Application Forms and Forms of Proxy	24 May 2013
Latest time and date for receipt of completed Forms of Proxy, Application Forms and payment in full by participating Qualifying Participants under the Offer	11.00 a.m. on 12 June 2013
Results of the conditional uptake of the Offer announced through a Regulatory Information Service	by 11.00 a.m. on 13 June 2013
General Meeting	11.00 a.m. on 14 June 2013
Results of the General Meeting announced through a Regulatory Information Service	14 June 2013
Expected date on which Admission and dealings in the CLN Shares and the Fundraising Shares will commence on AIM	8.00 a.m. on 17 June 2013
Expected date by which CREST accounts are to be credited for Fundraising Shares in uncertificated form	17 June 2013
Expected date for posting of new share certificates for the Fundraising Shares in certificated form	By 1 July 2013

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. References to time in the circular are to London time. The timetable above assumes that the Resolutions are passed at the General Meeting without adjournment.

The Company's SEDOL code is B7FT8W8 and ISIN code is GB00B7FT8W85.

Definitions

The following definitions apply throughout unless the context otherwise requires:
"Abingworth"	Abingworth LLP and Abingworth Bioventures V Co-Invest Growth Equity Fund LP and Abingworth Bioventures V LP, each being funds managed by Abingworth LLP
"Act"	the Companies Act 2006 (as amended from time to time)
"A Deferred Shares"	the A deferred shares of 0.862 pence each in the capital of the Company
"Admission"	admission of the CLN Shares and the Fundraising Shares to trading on AIM
"AIM"	a market operated by London Stock Exchange
"AIM Rules"	the rules for companies with a class of securities admitted to AIM and their nominated advisers governing the admission to and operation of AIM as published by the London Stock Exchange from time to time
"Application Form"	the application form accompanying the circular on which Qualifying Participants may apply for Offer Shares under the Offer
"B Deferred Shares"	the B deferred shares of 1 pence each in the capital of the Company
"Bradshaw"	Bradshaw Asset Management Limited, being a shareholder of the Company
"Business Day"	a day not being a Saturday or a Sunday or a bank or public holiday in England on which clearing banks are open for business in the City of London
"Canaccord Genuity"	Canaccord Genuity Limited, nominated adviser to the Company and joint broker for the purposes of the Fundraising
"Capita Registrars"	a trading name of Capita Registrars Limited, registrars and receiving agent to the Company
"C Deferred Shares"	the C deferred shares of 0.9 pence each in the capital of the Company
"CLN Holder"	the holder of the Convertible Loan Notes from time to time
"CLN Shares" "Company" or "Lombard Medical"	the 2,142,857 new Ordinary Shares to be issued pursuant to the Conversion Lombard Medical Technologies PLC
"Conversion"	conversion of the £3.0 million principal amount of the Convertible Loan Notes (but not accrued but unpaid interest) into new Ordinary Shares in accordance with the terms of the Loan Note Instrument
"Convertible Loan Notes"	the £3 million in nominal amount of 8.0 per cent. unsecured convertible redeemable loan notes of the Company created and constituted on the terms of the Loan Note Instrument and as varied on 24  May 2013
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (as amended)) in respect of which Euroclear is the operator (as defined in those regulations)
"Directors" or "Board"	the directors of the Company or any duly authorised committee thereof
"Enlarged Share Capital"	the entire issued share capital of the Company following Conversion and Admission
"EU"	the European Union
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"evYsio"	evYsio Medical Devices ULC
"FCA"	the Financial Conduct Authority
"Fidelity"	FIL Investments International as agent for and on behalf of Fidelity Funds SICAV in relation to certain of its sub-funds
"Financial Promotion Order"	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
"Form of Proxy"	the form of proxy accompanying the circular for use in connection with the General Meeting
"Fundraising"	together the Placing, Subscription and Offer
"Fundraising Shares"	the Placing Shares, Subscription Shares and the Offer Shares
"General Meeting"	the general meeting of the Company to be held at the offices of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA at 11.00 a.m. on 14 June 2013 (or any adjournment thereof) to approve the Resolutions
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"IAML"	Invesco Asset Management Limited, a wholly-owned subsidiary of Invesco Limited, acting as agent for and on behalf of its discretionary managed clients
"Inter Partes Review"	a relatively new proceeding arising from provisions in the America Invents Act (2011) which is conducted before the PTAB and during which the PTAB determines whether the claims in a patent are invalid in view of the prior art, i.e., whether the patent should ever have been issued.
"Issue Price"	the price at which the Fundraising Shares are to be issued and allotted pursuant to the Fundraising, being 175 pence per Fundraising Share
"Loan Note Instrument"	the loan note instrument of the Company dated 27 March 2012 constituting the Convertible Loan Notes, as varied on 24 May 2013
"London Stock Exchange"	London Stock Exchange plc, its subsidiaries and subsidiary undertakings
"May 2011 Fundraising"	the two tranche equity fundraising approved by Shareholders on 6 May 2011 and pursuant to which the Company received net proceeds of £12.2 million in May 2011 under the first tranche and of £13.5 million in February 2013 pursuant to the second tranche of such equity fundraising
"MVM"	MVM Life Science Partners LLP and MVM Fund III LP and MVM Fund III (No. 2) LP, being funds managed by MVM Life Science Partners LLP
"New Articles"	the new articles of association of the Company to be adopted pursuant to Resolution 3, further details of which are contained in paragraph 13 of Part I of the circular
"Notice of General Meeting"	the notice convening the General Meeting, a copy of which is set out at the end of the circular
"Octopus Investments"	Octopus Investments Ltd
"Offer"	the offer of the Offer Shares on the terms and conditions set out in Part III of the circular and the Application Form accompanying the circular
"Offer Record Date"	the record date in relation to the Offer, being 5.00 p.m. on 21 May 2013
"Offer Shares"	up to 1,142,857 new Ordinary Shares to be issued to Qualifying Participants in connection with the Offer and whose allotment and issue is conditional, amongst other things, on the approval of  Resolution 1 and Resolution 2 by Shareholders at the General Meeting
"Offer Threshold"	the aggregate maximum subscription under the Offer (before expenses) of up to £2.0 million
"Option Schemes"	the Lombard Medical Technologies PLC Share Option Plan and the Lombard Medical Technologies PLC Share Option Plan (2005)
"Ordinary Shares"	the ordinary shares of 20 pence each in the capital of the Company
"Participating Directors"	those Directors participating in the Subscription, further details of which are contained in this announcement and Part I, paragraph 8 of the circular
"Placees"	subscribers for Placing Shares pursuant to the Placing Agreement and the terms and conditions of the Placing
"Placing"	the proposed placing of the Placing Shares at the Issue Price with the Placees by Canaccord Genuity and WG Partners on behalf of the Company pursuant to the Placing Agreement
"Placing Agreement"	the conditional agreement dated 24 May 2013 entered into between the Company, Canaccord Genuity and WG Partners relating to the Placing
"Placing Shares"	the 11,958,572 new Ordinary Shares to be placed for cash in connection with the Placing and whose allotment and issue is conditional, amongst other things, on the approval of Resolution 1 and Resolution 2 by Shareholders at the General Meeting
"Prospectus Rules"	the Prospectus Rules published by the FCA
"PTAB"	the U.S. Patent Trial and Appeals Board
"Qualifying Employees"	persons employed by any member of the Group on the Offer Record Date who are in any jurisdiction in which the offer to sell or invitation to subscribe for the Offer Shares is not unlawful and does not require the Offer or the Offer Shares to be approved by, or registered with, any regulatory body
"Qualifying Participants"	Qualifying Employees and Qualifying Shareholders
"Qualifying Shareholders"	Shareholders on the register of members of the Company on the Offer Record Date who are in any jurisdiction in which an offer to sell or invitation to subscribe for the Offer Shares is not unlawful and does not require the Offer or the Offer Shares to be approved by, or registered with, any regulatory body
"Regulation D"	Regulation D promulgated under the Securities Act
"Resolutions"	the resolutions set out in the Notice of General Meeting and "Resolution" shall mean any one of them
"Securities Act"	the United States Security Act of 1933 (as amended)
"Shareholders"	the holders of Ordinary Shares
"Share Option Scheme"	the Lombard Medical Technologies PLC Share Option Plan and the Lombard Medical Technologies PLC Share Option Plan
"Subscribers"	the Participating Directors who have conditionally agreed to subscribe for the Subscription Shares pursuant to the Subscription Agreements
"Subscription"	the proposed subscription of the Subscription Shares at the Issue Price pursuant to the Subscription Agreements
"Subscription Agreements"	the agreements entered into between the Company and each of the Subscribers, further details of which are set out in Part II of the circular
"Subscription Shares"	the 41,428 new Ordinary Shares to be issued to the Subscribers in connection with the Subscription and whose allotment and issue is conditional, amongst other things, on the approval of Resolution 1 and Resolution 2 by Shareholders at the General Meeting
"subsidiaries" and "subsidiary undertakings"	have the meaning set out in section 1162 of the Act
"Takeover Code"	the City Code on Takeovers and Mergers
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"U.S." or "U.S.A"	the United States of America, each state thereof, its territories and possessions, and all areas subject to its jurisdiction
"WG Partners"	WG Partners, a trading name of Charles Stanley & Co Limited, joint broker to the Fundraising
"£"and "p"	respectively pounds and pence sterling, the lawful currency of the United Kingdom

Glossary of Scientific and Other Terms

The following definitions apply throughout the circular unless the context otherwise requires:

abdominal aortic aneurysm or AAA	a balloon-like enlargement of the aorta which, if left untreated, may rupture and cause death
aneurysm	a balloon-like enlargement of a blood vessel resulting from a weakening in the vessel wall
AorfixTM	the Company's lead product being an endovascular stent graft for the treatment of abdominal aortic aneurysms
AorflexTM	the Company's delivery system for AorfixTM
aorta	the largest artery in the body, originating from the left ventricle of the heart and extending down to the abdomen, where it branches off into two smaller arteries. The aorta distributes oxygenated blood to all parts of the body through the systemic circulation
bifurcated endovascular stent graft	a tubular device made of fabric attached to an expandable metal structure - once the metal structure is expanded, the device forms a tube
CAGR	compound annual growth rate
complex tortuous anatomy	extremely curved and twisting blood vessels
Endovascular Aortic Repair (EVAR)	a type of minimally invasive surgery used to treat an abdominal aortic aneurysm with an endovascular stent graft
FDA	the U.S. Food and Drug Administration
Inter Partes Review	a new proceeding arising from provisions in theAmerica Invents Act (2011) and conducted before, and pursuant to which, theU.S. Patent Trial and Appeals Board (PTAB) determines whether claims in a patent are invalid in view of the prior art, i.e.,whether the patent should ever have been issued
off-label	the practice of prescribing pharmaceuticals or applying a medical product or procedure for, for example, an indication, a patient population, a dosage or route, a condition of usage or a form of administration that has not been approved by the relevant regulatory authority
on-label	the practice of prescribing pharmaceuticals or applying a medical product or procedure for, for example, an indication, a patient population, a dosage or route, a condition of usage or a form of administration that has been specifically agreed between the manufacturer and the relevant regulatory authority and included in the product's labelling
PMA	an application for pre-market approval (made pursuant to the Federal Food, Drug and Cosmetic Act as amended or superseded from time to time) to permit the marketing of a Class III device
proctor	a person who has been trained in the details of operating the Aorfix? product, its clinical applications and results, and who is able to provide immediate feedback to physicians in connection with the use of Aorfix? during the planning and completion of an EVAR procedure

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 DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY"") and WG PARTNERS, A TRADING NAME OF CHARLES STANLEY & CO LIMITED ("WG PARTNERS") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

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

The Placing Shares 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 absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act and may be made within the United States in transactions that are exempt from, or not subject to, the registration requirements under the Securities Act. Persons receiving this document (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 document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

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

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and joint broker to Lombard Medical Technologies PLC in relation to the Placing and for no one else in connection with the Placing and will not be responsible to anyone other than Lombard Medical Technologies PLC for providing the protections afforded to clients of Canaccord Genuity Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

WG Partners, a trading name of Charles Stanley & Co Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker to Lombard Medical Technologies PLC in relation to the Placing and for no one else in connection with the Placing and will not be responsible to anyone other than Lombard Medical Technologies PLC for providing the protections afforded to clients of Canaccord Genuity Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

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

Details of the Placing Agreement and the Placing Shares

The Company has entered into a placing agreement (the "Placing Agreement") with Canaccord Genuity, and WG Partners under which Canaccord Genuity and WG Partners have, subject to the terms set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing").

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other.

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

Application for admission to trading

Application will be made for admission to trading of the Placing Shares on the AIM market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that dealings will commence on 17 June 2013, and in any event no later than 30 June 2013.

Participation in, and principal terms of, the Placing

A single price per Placing Share (the "Placing Price") will be payable to Canaccord Genuity by all Placees.

Canaccord Genuity and/or WG Partners will confirm orally to Placees the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter.  Canaccord Genuity or WG Partners' oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein.

Canaccord Genuity and WG Partners (after consulting with the Company) reserve the right to scale back the number of Placing Shares to be subscribed by any Placee.  Canaccord Genuity and WG Partners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole.  Canaccord Genuity and WG Partners shall be entitled to effect the Placing by such method as it shall in its joint discretion determine. To the fullest extent permissible by law, neither Canaccord Genuity or any holding company thereof, nor any subsidiary, branch or affiliate of Canaccord Genuity (each a "Canaccord Affiliate") nor WG Partners or any holding company thereof, nor any subsidiary, branch or affiliate of WG Partners (each a "WG Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise).  In particular, none of Canaccord Genuity nor any Canaccord Affiliate thereof, nor WG Partners nor any WG Affiliate thereof, nor any person acting on behalf of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates shall have any liability to Placees in respect of its conduct of the Placing.  No commissions will be paid to Placees or directly by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company, Canaccord Genuity and to WG Partners. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity and WG Partners, to pay to Canaccord Genuity (or as Canaccord Genuity may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.  The Company shall allot such Placing Shares to each Placee following each Placee's payment to Canaccord Genuity of such amount.

All obligations of Canaccord Genuity and WG Partners under the Placing will be subject to fulfilment of the conditions 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 Canaccord Genuity and WG Partners under the Placing Agreement are conditional, inter alia, on:

1.   Resolutions 1 and 2 in the Notice of General Meeting attached to the Circular having been duly passed;

2.   admission occurring by no later than 8.00 a.m. on 17 June 2013 (or such later date as may be agreed between the Company, Canaccord Genuity and WG Partners, not being later than 30 June 2013;

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

4.   the Company having complied with certain conditions and obligations set out in the Placing Agreement.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Canaccord Genuity or WG Partners), 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. Canaccord Genuity and WG Partners shall not 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 its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

Canaccord Genuity and/or WG Partners may, at any time before Admission, terminate the Placing Agreement by giving notice to the Company if, amongst other things:

a) in the opinion of Canaccord Genuity and/or WG Partners, the Warranties are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice referred to above is given; or

b) in the opinion of Canaccord Genuity and/or WG Partners, the Company fails to comply with any of its conditions or obligations under the Placing Agreement; or

c) in the opinion of Canaccord Genuity and/or WG Partners, there has been a material adverse change in the financial or trading position, business or prospects of the Company; or

d) in the absolute discretion of Canaccord Genuity and/or WG Partners, there has been a change in national or international financial, political, economic or stock market conditions; an incident of terrorism, outbreak or escalation of hostilities, war, declaration of a national emergency or any other disaster or crisis; a suspension or material limitation in trading of securities generally on any stock exchange; a general moratorium on commercial banking activities in London, any EU member state or the United States declared by any of the relevant authorities; a disruption in commercial banking or securities settlement or clearance services in the UK or the United States; or any change or development involving a prospective change in the financial, monetary, political or economic conditions or currency exchange rates or controls in or affecting any one or more international markets.

By participating in the Placing, each Placee agrees with Canaccord Genuity and WG Partners that the exercise by Canaccord Genuity and/or WG Partners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and/or WG Partners and that Canaccord Genuity and/or WG Partners need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Canaccord Genuity and WG Partners shall not have any liability whatsoever to the Placee in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this document and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service (as defined in the AIM Rules for Companies of the London Stock Exchange). Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to Canaccord Genuity and WG Partners and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Canaccord Genuity or WG Partners (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of the Canaccord Affiliates, any of the WG Affiliates, any persons acting on its behalf or the Company and none of Canaccord Genuity nor any of the Canaccord Affiliates, nor WG Partners nor any of the WG Affiliates, nor any persons acting on its behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Canaccord Genuity and WG Partners for itself and as agent for the Company that, except in relation to the information contained in this document, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN GB00B7FT8W85) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Canaccord Genuity and WG Partners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee's jurisdiction. 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. Placees should settle against CREST ID: 288. It is expected that such trade confirmation will be despatched on 12 June 2013 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Canaccord Genuity.

It is expected that settlement will be on 17 June 2013 on a T+3 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

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

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

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

Representations and Warranties

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

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

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

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

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

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

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

7.         acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates or any person acting on Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates' behalf and understands that (i) none of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates nor any person acting on behalf of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates has or shall have any liability for public information or any representation; (ii) none of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates nor any person acting on behalf of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates 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 document or otherwise; and that (iii) none of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates nor any person acting on behalf of Canaccord Genuity, the Canaccord Affiliates, WG Partners, the WG Affiliates 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 document or otherwise;

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

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

10.        represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (as defined below);

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

12.        represents and warrants that it is, or at the time the Placing Shares are acquired, it will be, (a) the beneficial owner of such Placing Shares and is neither a person located in the United States of America, its territories or possessions, any state of the United States or the District of Columbia (the "United States") nor on behalf of a person in the United States, (b) acquiring the Placing Shares in an offshore transaction (as defined in Regulation S under the Securities Act) and (c) 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;

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

14.        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;

15.        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;

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

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

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

19.        undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this document on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Canaccord Genuity and WG Partners may, in their 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 document) which may arise upon the sale of such Placee's Placing Shares on its behalf;

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

21.        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) none of Canaccord Genuity, WG Partners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

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

23.        acknowledges that it irrevocably appoints any director of Canaccord Genuity and/or WG Partners 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;

24.        represents and warrants that it is not a resident of any Prohibited 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 Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

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

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

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

28.        acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord Genuity any money held in an account with Canaccord Genuity 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 from Canaccord Genuity money in accordance with the client money rules and will be used by Canaccord Genuity in the course of its business; and the Placee will rank only as a general creditor of Canaccord Genuity (as the case may be);

29.        repeats the warranties and representations set out above in paragraphs 1 to 26 as if references therein to Placing Share;

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

31.        acknowledges that the basis of allocation will be determined by Canaccord Genuity and WG Partners (after consulting with the Company) in their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company, Canaccord Genuity (for its own benefit and, where relevant, the benefit of the Canaccord Affiliates), WG Partners (for its own benefit and, where relevant, the benefit of the WG Affiliates) and any person acting on behalf of Canaccord Genuity, the Canaccord Affiliates, WG Partners and the WG Affiliates, and are irrevocable.

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

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

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

The rights and remedies of Canaccord Genuity and WG Partners 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 of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to Canaccord Genuity and WG Partners:

a.         if he is an individual, his nationality; or

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

This information is provided by RNS

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