herein are directed only at (a) persons who have professional experience in matters relating to investmentswho fall within the definition of "investment professionals" in Article 19(5) of the Order or (b) high net worthentities (including companies and unincorporated associations of high net worth and trusts of high value) or otherpersons falling within Article 49(2)(a) to (d) of the Order, and that, accordingly, any investment or investmentactivity to which these terms and conditions relate is available only to you as such a person or will be engaged inonly with you as such a person; and (ii) not intending to offer or sell or otherwise deal with the Placing Sharesin any way which would result in an offer to the public in the UK within the meaning of the Financial Services andMarkets Act 2000 ("FSMA") or in any other jurisdiction or require registration or prospectus publication or similaractions in any other jurisdiction; 18. you understand and accept that in offering you a participation in the Placings, none of the JointBookrunners is making any recommendations to or advising you regarding the suitability or merits of any transactionyou may enter into in connection with the Capital Raise or otherwise and that you are not, and do not regardyourself as, a client of any of the Joint Bookrunners in connection with the Capital Raise. To the fullest extentpermitted by law, you acknowledge and agree to the disclaimers contained in this announcement. You acknowledge thatJ.P. Morgan and Goldman Sachs are authorised by the Prudential Regulation Authority (the "PRA") and regulated inthe United Kingdom by the FCA and the PRA. Without limiting the foregoing, you acknowledge that the JointBookrunners are acting exclusively for the Company and no-one else in connection with the Capital Raise, and willnot be responsible to anyone other than the Company for providing the protections afforded to their respectiveclients nor for providing advice in connection with the Capital Raise or any other matter referred to in theseterms and conditions in this Appendix or this announcement. 19. you understand and accept that the exercise by any of the Joint Bookrunners of any rights or discretionsunder the Sponsor and Placing Agreement shall be within the absolute discretion of such Joint Bookrunner and noJoint Bookrunner need have any reference to you and shall have no liability to you whatsoever in connection withany decision to exercise or not to exercise any such right and you agree that you have no rights against any of theJoint Bookrunners or the Company, or any of their respective directors and employees under the Sponsor and PlacingAgreement pursuant to the Contracts (Rights of Third Parties Act) 1999; 20. you are not a person whose business is, or includes, issuing depository receipts or a person whosebusiness is, or includes, the provision of clearance services for the purchase or sale of securities or a nomineeof any such person; 21. you declare that sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearanceservices) do not apply on your acquisition of any Placing Shares under the Capital Raise (if this is not applicableplease indicate your status for stamp duty and stamp duty reserve tax purposes); 22. you have read, agreed with, understood and accepted the terms and conditions in this Appendix, thisannouncement and the Preliminary Prospectus and, accordingly, irrevocably agree in accordance with such terms andconditions to subscribe and pay for the number of Placing Shares comprised in your participation in the Placings.In particular, and without limitation, you acknowledge that your participation in the Conditional Placing issubject to clawback to satisfy acceptances under the terms of the Open Offer; 23. you acknowledge that your agreement to subscribe for the number of Placing Shares comprised in yourparticipation in the Placings is not to be made pursuant to the Prospectus but is made pursuant to these terms andconditions in this Appendix; 24. you confirm that if you duly apply and subscribe (on the terms set out in the Prospectus) for Open OfferShares to which you are entitled, such application and subscription shall extend to an irrevocable undertaking tosubscribe for those New Shares at the Offer Price, following the expiry of the Open Offer, in the event that, as aresult of your default or otherwise, you have failed to fulfil your obligation to apply and subscribe for all thoseOpen Offer Shares to which you are entitled; 25. you have not, in agreeing to subscribe for Placing Shares, relied on any information, representations and/or warranties from any of the Joint Bookrunners or the Company or any of their directors, officers, agents,representatives, subsidiaries or affiliates or any other person save for the information contained in thePreliminary Prospectus and this announcement; 26. you acknowledge that the content of this announcement, the Preliminary Prospectus and the Prospectus isexclusively the responsibility of the Company and none of the Joint Bookrunners nor any person acting on theirbehalf has or shall have liability for any information, representation or statement contained in such documents orany information previously published by or on behalf of the Company and will not be liable for your decision toparticipate in the Capital Raise based on any information, representation or statement contained in such documentsor otherwise; 27. you and any person acting on your behalf acknowledge that none of the Joint Bookrunners owes anyfiduciary or other duty to you in respect of any representations, warranties, undertakings or indemnities in theSponsor and Placing Agreement; 28. you are aware of, have complied with and will continue to comply with any obligations we have under theCriminal Justice Act 1993, the Proceeds of Crime Act 2002, the Financial Services and Markets Act 2000 and UK MAR,to the extent applicable to you; 29. if you are a resident in the EEA, you are a 'Qualified Investor' within the meaning of the EU ProspectusRegulation (EU) 2017/1129; 30. if you are in Canada, you are entitled under applicable Canadian securities laws to subscribe for thePlacing Shares without the benefit of a prospectus qualified under such securities laws and without limiting thegenerality of the foregoing, are: (a) an "accredited investor" as defined in section 1.1 of National Instrument45-106 - Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario); and (b) a "permitted client"(as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and OngoingRegistrant Obligations); 31. you are aware of your obligations in connection with money laundering under the Proceeds of Crime Act2002 and have complied with the Money Laundering Regulations 2017 and any other applicable legislation concerningprevention of money laundering (the "Regulations") and, if you are making payment on behalf of a third party, youhave obtained and recorded satisfactory evidence to verify the identity of the third party as required by theRegulations; 32. if you are acquiring any New Shares as a fiduciary or agent for one or more accounts, you have soleinvestment discretion with respect to each such account and you have full power to make, and do make, thewarranties and undertakings set out herein on behalf of each such account; 33. you acknowledge that time is of the essence as regards your obligations in respect of your participationin the Placings; and 34. you acknowledge that the Company, each Joint Bookrunner and any person acting on their behalf will relyupon the truth and accuracy of and compliance with the foregoing confirmations, representations, warranties,undertakings and acknowledgements.

Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Each Placee agrees to indemnify on an after-tax basis and hold each of the Joint Bookrunners and/or the Company and their respective affiliates harmless from any and all stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such taxes, interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. 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.

Furthermore, each Placee agrees to indemnify and hold the Company, each of the Joint Bookrunners and each of their and their respective affiliates' agents, directors, officers and employees, harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee in this announcement and further agrees that the Company and each of the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings in this announcement and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company. All confirmations, warranties, acknowledgements, agreements and undertakings given by the Placee, pursuant to this announcement are given to each of the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Open Offer and/or Admission.

Selling Restrictions

(MORE TO FOLLOW) Dow Jones Newswires

October 26, 2021 02:27 ET (06:27 GMT)