Restore : Acquisition and Proposed Placing

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION UNDER ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) FOR IMMEDIATE RELEASE.

30 April 2021

Restore plc

('Restore', the 'Company', or the 'Group')

Acquisition of EDM Group

Proposed placing to raise approximately £40 million

Restore plc (AIM: RST), a leading UK provider of integrated information and data management services, secure technology recycling and commercial relocation solutions today announces that it has entered into an agreement to acquire Rainbow HoldCo Limited, which trades as EDM Group Limited ('EDM') (the 'Acquisition'), together with a proposed placing to raise gross proceeds of approximately £40 million (the 'Placing') (together, the 'Transaction').

The Acquisition represents a strategically important transaction for the Company, aligned to its stated acquisition criteria which will be additive to its core Records Management business and transformational for its growing Digital business.

Highlights

· Following the initial impact of COVID-19 in the first half of 2020, the Group has demonstrated a strong recovery and is focused on accelerating momentum against its stated strategy for growth via organic expansion, strategic acquisition and margin improvement through synergies and efficiency gains

o Trading for Q1 2021 saw a continuation of the strong recovery momentum towards pre-COVID revenue levels, and the Board is confident in the Group's prospects in both the short and longer term

o Full-year trading expectations remain unchanged before taking account of the effects of the Acquisition

· EDM is a UK based information management company offering solutions to large and medium-sized enterprises across four key solution areas: Records Information Management; Digitisation; Digital Mailrooms; and Digital Solutions

o Revenue of £31.4 million and EBITDA of £6.3 million for the year ended 31 March 2020¹

o Impact of COVID resulted in lower revenue and EBITDA of £26.1 million and £4.4 million respectively for the year ended 31 March 2021¹

o EDM is expected to recover to pre-COVID revenue and profitability in its current financial year ending 31 March 2022

· The Acquisition is transformational for the Group's Digital business and consistent with Restore's strategic priorities

o 74% of EDM revenue is from digital solutions, doubling the size of Restore's existing Digital business, substantially enhancing the product line and creating a strong UK platform

o Enlarged business creates scale and fast-tracks the Group's product roadmap around key digital service solutions and brings an established and well-invested online platform

o 26% of EDM revenue is from physical records storage, adding approximately 1.9 million boxes across three sites, increasing the Group's storage base by approximately 10%

o Identified cost synergies are anticipated to generate annualised savings of at least £2 million by FY23 with the Acquisition expected to deliver ROIC in line with the Group's target

· The cash consideration of £61 million on a cash-free debt-free basis is payable upon completion of the Acquisition and initially funded from the Group's existing debt facilities

o Represents a multiple of approximately 10x EDM's forecast current year EBITDA² (ending 31 March 2022) at the point of acquisition

o Multiple expected to fall to approximately 7.5x including the benefit of identified cost synergies

· The Acquisition is expected to be immediately accretive to underlying EPS in the current financial year ending 31 December 2021 ('FY21'), both pre and post the effects of the Placing (as described below).

Placing Highlights

· Proposed placing of up to 10,958,904 new ordinary shares of 5 pence each in the Company (the 'Placing Shares'), at a price of 365 pence per Placing Share (the 'Placing Price'), to raise gross proceeds of approximately £40 million. The Placing Shares represent approximately 8.7 per cent. of the Company's existing issued share capital

· The Placing Price represents a discount of approximately 5.2 per cent. to the closing price of 385 pence per share on 29 April 2021

· The net proceeds of the Placing, which are expected to be approximately £38.7 million, will be used to reduce the Company's net debt, to fund working capital and for general corporate purposes

· Following the Placing, year-end pro-forma leverage, calculated as net debt to pro-forma underlying EBITDA (pre-IFRS 16) (annualised for acquisitions) is expected to be at or below 1.5x, before further acquisitions

· The Placing will ensure that Restore has sufficient headroom to execute against a strong pipeline of further bolt-on acquisition opportunities

· The Placing is being conducted through an accelerated book building process (the 'Bookbuild') which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix

· The Placing is being conducted by Peel Hunt LLP ('Peel Hunt'), subject to certain conditions

¹EDM financials are unaudited

²Management estimates

Charles Bligh, Chief Executive of Restore, commented:

'I am delighted with the acquisition of the EDM UK business and the value this will create for shareholders. EDM is a business that is well known to us, it is well invested with a loyal customer base and a terrific team of over 430, each of whom we welcome into the Group today. Bringing EDM's scale and capabilities together with ours will deliver even better offerings for customers and build an even stronger UK player in the management of physical and digital data.

'This acquisition is in line with the growth strategy of the business outlined over the last two years, which is to grow our Records Management business and to enhance the product portfolio and market share in Restore Digital.'

For further information please contact:

Restore plc		[phone]
Charles Bligh, CEO		www.restoreplc.com
Neil Ritchie, CFO
Peel Hunt (Nomad, broker and sole bookrunner)		[phone]
Mike Bell / Ed Allsopp (Investment Banking) Jock Maxwell Macdonald / Sohail Akbar (Syndicate)		www.peelhunt.com
Canaccord Genuity (Financial Adviser)		[phone]
Chris Robinson / Stephen Findlay		www.canaccordgenuity.com
Buchanan Communications (Financial PR)		[phone]
Charles Ryland / Stephanie Watson / Tilly Abraham		www.buchanan.uk.com

Background to and reasons for the Acquisition

Restore has a clearly articulated growth strategy, which remains unchanged notwithstanding the challenges presented by COVID over the last year. Restore's mission is to be the most trusted and environmentally responsible provider to both the private and public sectors, delivering virtual and physical records and data storage, digitisation and automation of data processing, secure data erasure and destruction, IT recycling and relocation solutions. Its strategy seeks to generate sustained organic growth from existing and new customers and to target the substantial acquisition opportunities that exist in most of the markets in which it operates, whilst applying strict investment discipline. In addition, the Group can drive margin improvement through scale, synergy and consolidation.

Restore's board of directors (the 'Board') believes that the Acquisition will deliver on the Company's strategic acquisition objectives, whilst also being financially compelling for the Company, representing a transformative step in growing Restore Digital and expanding Records Management.

Digital is a core growth segment for Restore with a sizeable UK addressable market of approximately £250-£350 million, which is growing annually at approximately 3-4%, underpinning the long term structural growth trends which have been accelerated by COVID, with digitisation, flexible working and security of data becoming increasingly necessary for all businesses. The Acquisition doubles Restore's existing market share, and creates a stronger UK business which will benefit from operating as a larger platform, with the ability to deliver both cost synergies and cross-selling opportunities through accessing the wider service offerings. The combination with EDM also unlocks the Group's product roadmap around Digital Mailroom, Cloud and Business Process Outsourcing, fast tracking Restore's delivery against its strategic growth objectives.

EDM is a high quality asset with scale, and the Acquisition will be immediately accretive to underlying earnings both pre and post the effects of the Placing. The Directors have identified operational cost synergies which are anticipated to generate annualised savings of at least £2 million by Restore's financial year ending 31 December 2023, with the Acquisition expected to deliver ROIC in line with the Group's target.

The cash consideration for the Acquisition of £61 million (on a cash-free debt-free basis), will be initially funded from existing debt facilities and represents a valuation of approximately 10x EDM's current year EBITDA at the point of Acquisition. The valuation multiple is expected to fall to approximately 7.5x EBITDA, including the benefit of identified cost synergies.

The Placing is being undertaken to ensure that, following the Acquisition, the Group has sufficient headroom to execute on an identified pipeline of further bolt-on opportunities. Before further such acquisitions, the Placing would mean that expected pro-forma year end leverage was at or below 1.5x (calculated as Net Debt : pro-forma underlying EBITDA (pre-IFRS 16)).

The Acquisition and the Placing are not inter-conditional.

About Restore

Restore is a leading UK provider of integrated information and data management, technology recycling and commercial relocation services. The Company provides physical and digital data management to a broad range of corporates in the private and public sector.

Restore operates out of five business segments within its two core divisions, Document Management and Relocation:

· Restore Records Management: Physical and digital data storage solutions

· Restore Digital: Digitisation and automation of data

· Restore Datashred: Secure erasure and destruction of data

· Restore Technology: IT asset deployment, relocation, management and decommissioning

· Restore Harrow Green: Commercial and workplace relocation services, technology relocation, recycling and reuse

About EDM

EDM was founded in 1974 and is a leading information management solutions business, providing Digital Services and Records Management.

The business provides solutions to large and mid-sized corporate predominantly in the financial services, healthcare, insurance and automotive sectors. EDM is headquartered in Bilston, Wolverhampton with operations spanning across six sites in the UK.

The business has a strong UK presence and operates across four product areas:

· Records Information Management (Store)

o 26% of EDM 2020 revenue

o Off-site storage and management of high volumes of customer records

o Provides data compliance and security services

o Operating across 3 sites at Shoeburyness, Leeds and Hartlebury averaging 91% utilisation

o Stable and recurring revenue from loyal, blue-chip customer base

o High customer retention rate underpinned by excellent service levels

· Digitisation (Capture)

o 30% of EDM 2020 revenue

o Conversion of paper and fiche records to digital held records

o A leading provider of medical records scanning

o Large scale, well invested scanning facility in Willenhall

o Well invested software and systems provides significantly more capacity for the Group

o Long legacy of people and process expertise

· Digital Mailrooms (Route)

o 28% of EDM 2020 revenue

o Processes high volumes of inbound end-customer mail

o First to market in Digital Mailrooms in the UK

o Differentiated offering through best-in-class AI technology

o Premium service offering

o Processing site in Bilston (EDM HQ)

o High capacity, scalable and resilient model

· Digital Solutions (Automate)

o 16% of EDM 2020 revenue

o Automation of high-volume, business critical decisions for customers

o Prominent in automotive sectors in addition to the financial services and other highly regulated sectors

o Expertise in Digital transformation

o Recently disposed of its mortgage automation division

Under a new, focused management team, EDM has invested in building out a digital led offering around an established physical records storage business. The management team, led by Kieran Walshe, will remain with the business and all approximately 430 employees will transfer to Restore.

EDM has a strong financial track record reporting revenue for the year ended 31 March 2020 of £31.4 million, with EBITDA of £6.3 million at a margin of 20.1%. Of these revenues, Records Information Management accounted for approximately 26%, with the remaining 74% comprising Digital Services which is made of Capture (approximately 30%), Route (approximately 28%) and Automate (approximately 16%) solutions.

Activity levels were adversely impacted by lockdown measures implemented as a result of COVID. Revenue for the year ended 31 March 2021 is expected to be approximately 17% lower year-on-year, at approximately £26.1 million, with the EBITDA margin remaining resilient at approximately 16% (£4.4 million). EDM is expected to recover to pre-COVID revenue and profitability in its current financial year, ending 31 March 2022.

The net assets of the Acquisition have been carved out from the legacy group structure, and stood at £21.4 million as of 31 January 2021. This balance included legacy goodwill of £42.6 million, fixed assets of £7.4 million, cash and working capital of £9.1 million, structured debt of £36.4 million and other net liabilities of £1.3 million. As part of the Acquisition, and included within the consideration of £61.0 million, the structured debt of £36.4 million has been settled in full.

A full revaluation exercise will be performed following the consolidation of EDM into the Company's financial statements.

Current Trading

· As announced on 18 March 2021, performance in January and February 2021 was in line with the Board's expectations

· Revenue tracking at 90% of pre-COVID levels

o Records Management and Harrow Green operating at approximately 90%+ levels

o Restore Digital returned to organic growth, with revenue up approximately 20%

o Following successful acquisitions, Restore Technology revenue run rate doubled

o Datashred continued to be impacted with the current restrictions and at approximately 60% of 2019 levels with cost actions in 2020 positively contributing to margin recovery

· Trading for the balance of the first quarter of FY21 has continued in line with these recovery trends and full year expectations unchanged:

o Records Management targeting increased net box growth of 1-2%

o Harrow Green and Restore Digital both expected to return to at least to pre-COVID revenue levels on a run rate basis

o Restore Technology targeting significant year on year organic growth, together with material contributions from recently acquired businesses

o Restore Datashred's revenue recovery profile will depend on restrictions easing, albeit cost base significantly reduced from 2020, positively impacting profit levels

· The Board anticipates the reinstatement of dividends for the 2021 financial year

Details of the Placing and use of proceeds

The Company intends to raise approximately £40 million gross proceeds (before expenses of approximately £1.3 million pursuant to the Placing). The net proceeds of the Placing will be used to reduce the Group's net debt, to fund working capital and for general corporate purposes.

The Placing will be conducted by Peel Hunt pursuant to a placing agreement between the Company and Peel Hunt (the 'Placing Agreement') and in accordance with the terms and conditions set out in the appendix of this announcement. The Bookbuild will determine demand for and participation in the Placing.

The Bookbuild will commence with immediate effect following this announcement and is expected to close later today. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Peel Hunt and Restore following the close of the Bookbuild. The timing of the close of the Bookbuild is at the absolute discretion of Peel Hunt in consultation with the Company and Peel Hunt reserves the right to close the Bookbuild earlier or later without further notice. The allocations will be determined by Peel Hunt in its absolute discretion following consultation with the Company and will be confirmed orally by Peel Hunt following the close of the bookbuilding process. A further announcement and results of the Placing will then be made as soon as practicable following the completion of the Bookbuild.

The Placing Shares will represent approximately 8.7% of the existing issued share capital and will, when issued, be credited as fully paid and will rank pari passuin all respects with the Company's existing ordinary shares of 5 pence each in the capital of the Company. This includes the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

Pursuant to the Placing Agreement, Peel Hunt has agreed, subject to the terms and conditions set out therein, to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price.

Application will be made to London Stock Exchange plc (the 'LSE') for the Placing Shares to be admitted to trading on AIM. It is expected that settlement of the Placing Shares and Admission will take place at 8.00 a.m. on 5 May 2021. The Placing is conditional upon, among other things, Admission becoming effective on or before 8.00 a.m. on 5 May 2021 or such later date as Peel Hunt and the Company may agree. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms.

As part of the Placing, certain Directors and Persons Discharged with Managerial Responsibility, as defined by MAR ('PDMRs') have indicated their intention to subscribe for Placing Shares at the Placing Price. Further details of the Placing and any participation by the Directors will be set out in the announcement to be made on the closing of the Placing.

The Placing is subject to the terms and conditions set out in the appendix (the 'Appendix') to this Announcement (which forms part of this announcement, such announcement and the Appendix together being, this 'Announcement').

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 conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the appendix.

Debt Facilities

The Company benefits from a £160 million rolling credit facility supported by a syndicate of five banks which extends to March 2023. The lending banks are fully supportive of the Acquisition and the Company will continue to operate well within the operating covenants of the borrowing facility after the Acquisition.

Market Abuse Regulation

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) ('MAR'). Upon the publication of this Announcement via a regulatory information service, this inside information is now considered to be in the public domain.

In addition, market soundings (as defined in MAR) were taken in respect of the Placing and the Acquisition with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement being made by the Company today. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

The person responsible for arranging the release of this announcement on behalf of Restore plc is Neil Ritchie.

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 'ANNOUNCEMENT') IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE 'UNITED STATES')), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, (the 'Securities Act') and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an 'accredited investor' within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ('NI 45-106') of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the 'OSA'), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a 'permitted client' within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ('NI 31-103') of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.

The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peel Hunt LLP ('Peel Hunt') or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, 'Representatives') that would, or is intended to, permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement is directed at and is only being distributed to: (a) in member states of the European Economic Area, persons who are 'qualified investors', as defined in Article 2(e) of Regulation (EU) 2017/1129 (the 'EU Prospectus Regulation') ('EU Qualified Investors'), (b) in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments and who fall within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are 'qualified investors' within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as amended, as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018 (as amended) (the 'UK Prospectus Regulation') ('UK Qualified Investors'), and (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a 'Relevant Person'). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No prospectus or admission document will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward‐looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as 'aim', 'anticipate', 'believe', 'could', 'intend', 'estimate', 'expect', 'may', 'plan', 'project' or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and Peel Hunt expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority ('FCA'). Peel Hunt is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Peel Hunt (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ('FSMA') or the regulatory regime established thereunder) or by their respective affiliates or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Peel Hunt or any of their respective affiliates or any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Peel Hunt or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. The information in this Announcement is subject to change.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in the Appendix to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

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

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

Peel Hunt and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Peel Hunt and its affiliates may provide such services to the Company and/or its affiliates in the future.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 'ANNOUNCEMENT') ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ('EEA'), PERSONS WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE 'EU PROSPECTUS REGULATION')) ('EU QUALIFIED INVESTORS'), (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO FALL WITHIN THE DEFINITION OF 'INVESTMENT PROFESSIONALS' IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER'), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE 'UK PROSPECTUS REGULATION') ('UK QUALIFIED INVESTORS'), AND (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH SUCH PERSON IN (A), (B) AND (C), A 'RELEVANT PERSON'). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE SECURITIES IN THE COMPANY.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE 'UNITED STATES')), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, ABSENT REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE. EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.

NO OFFER AND SALE OF PLACING SHARES IS OR WILL BE MADE IN CANADA, EXCEPT TO PERSONS WHO ARE: (A) AN 'ACCREDITED INVESTOR' WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ('NI 45-106') OF THE CANADIAN SECURITIES ADMINISTRATORS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO) (THE 'OSA'), AS APPLICABLE, AND IS EITHER PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT, OR IS DEEMED TO BE PURCHASING THE PLACING SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS, FOR INVESTMENT ONLY AND NOT WITH A VIEW TO RESALE OR REDISTRIBUTION; (B) SUCH PERSON WAS NOT CREATED OR USED SOLELY TO PURCHASE OR HOLD THE PLACING SHARES AS AN ACCREDITED INVESTOR UNDER NI 45-106; (C) A 'PERMITTED CLIENT' WITHIN THE MEANING OF NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS ('NI 31-103') OF THE CANADIAN SECURITIES ADMINISTRATORS; AND (D) ENTITLED UNDER APPLICABLE CANADIAN SECURITIES LAWS TO PURCHASE THE PLACING SHARES WITHOUT THE BENEFIT OF A PROSPECTUS UNDER SUCH SECURITIES LAWS.

None of Restore plc (the 'Company') or Peel Hunt LLP ('Peel Hunt') or any of its or their respective affiliates or any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, 'Representatives') makes any representation or warranty, express or implied to any Placees (as defined below) regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

Persons who are invited to and who choose to participate in the placing (the 'Placing') of the Placing Shares (as defined below) by making an oral or written offer to acquire Placing Shares (including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given) ('Placees') will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and agrees to each of the Company and Peel Hunt that:

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

3. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix) and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors, or in the United Kingdom to UK Qualified Investors or in circumstances in which the prior consent of Peel Hunt has been given to each such proposed offer or resale;

4. it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

5. it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are either (a)(i) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (ii) acquiring the Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act ('Regulation S'); or (b) a 'qualified institutional buyer' as defined in Rule 144A under the Securities Act (a 'QIB') for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account (if acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such person) who has executed and delivered to the Company and Peel Hunt a US investor letter substantially in the form provided to it; and

6. if it is resident in Canada, it (i) qualifies as an 'accredited investor' for the purposes of section 1.1 of NI 45-106 and it is either purchasing the Placing Shares as principal for its own account, or it is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (iii) qualifies as a 'permitted client' within NI 31-303; (iv) s entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws; and (v) if required by applicable Canadian securities laws, it will execute, deliver and file or assist the Company in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Placing Shares by it as may be required by any Canadian securities commission or other regulatory authority;

7. the Company and Peel Hunt will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements. Each Placee hereby agrees with Peel Hunt and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if Peel Hunt confirms to such Placee its allocation of Placing Shares.

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

The Placing Shares are being offered and sold outside the United States in accordance with Regulation S. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

Bookbuild

Peel Hunt will today commence the bookbuilding process in respect of the Placing (the 'Bookbuild') to determine demand for participation in the Placing by Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. Members of the public are not entitled to participate.

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

Details of the Placing Agreement and of the Placing

Peel Hunt is acting as sole global co-ordinator and sole bookrunner in connection with the Placing. The Company has today entered into an agreement (the 'Placing Agreement') with Peel Hunt under which, subject to the terms and conditions set out therein, Peel Hunt has agreed as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for new ordinary shares of 5 pence each in the capital of the Company (the 'Placing Shares'), at such price and in such number, if any, to be determined following completion of the Bookbuild and as may be agreed between the Company and Peel Hunt and, to the extent that any Placee defaults in paying the Placing Price (as defined below) in respect of any of the Placing Shares allocated to it, Peel Hunt has agreed to subscribe for such Placing Shares at the Placing Price.

In the event that Peel Hunt acquires Placing Shares in the Placing, they may co-ordinate disposals of such shares in accordance with applicable law and regulation. Except as required by applicable law or regulation, Peel Hunt does not propose to make any public disclosure in relation to such transactions.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 5 pence each in the capital of the Company (the 'Ordinary Shares'), including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares, and will be issued free of all claims, liens, charges, encumbrances and equities.

Application for admission to trading

Application will be made to London Stock Exchange plc (the 'London Stock Exchange') for admission of the Placing Shares for admission of the Placing Shares to trading on AIM ('Admission').

It is expected that Admission will become effective at or around 8.00 a.m. on 5 May 2021 (or such later time and/or date as may be agreed between the Company and Peel Hunt) and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1. Peel Hunt is acting as sole global co-ordinator and sole bookrunner and agent of the Company in connection with the Placing.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Peel Hunt. Peel Hunt and its agents and affiliates are each entitled to enter bids in the Bookbuild as principal.

3. The Bookbuild will establish a single price per Placing Share payable to Peel Hunt by all Placees whose bids are successful (the 'Placing Price'). The number of Placing Shares and the Placing Price will be determined by the Company (in consultation with Peel Hunt) following completion of the Bookbuild. The Placing Price and the number of Placing Shares to be issued will be announced on a FCA-listed regulatory information service (a 'Regulatory Information Service') following the completion of the Bookbuild.

4. To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price which is ultimately established by the Company and Peel Hunt or at prices up to a price limit specified in its bid. Bids may be scaled down by Peel Hunt on the basis referred to in paragraph 11 below.

5. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Peel Hunt, will not be capable of variation or revocation by Placees after the time at which it is submitted. Each Placee's obligations will be owed to the Company and Peel Hunt. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Peel Hunt as agent of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.

6. The Bookbuild is expected to close no later than 17.00 (London time) on 30 April 2021, but may be closed earlier or later at the absolute discretion of Peel Hunt. Peel Hunt may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

7. Each prospective Placee's allocation will be agreed between Peel Hunt and the Company and will be confirmed orally or in writing by Peel Hunt (as agent of the Company) following the close of the Bookbuild. This confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Peel Hunt and the Company to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

8. All obligations under the Bookbuild and Placing will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Right to terminate under the Placing Agreement'.

9. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by Peel Hunt.

10. Each prospective Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by Peel Hunt. The terms of this Appendix will be deemed incorporated by reference therein.

11. Subject to paragraphs 4 and 5 above, Peel Hunt may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Peel Hunt may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with Peel Hunt) to reduce or seek to increase the amount to be raised pursuant to the Placing.

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

13. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and settlement'.

14. To the fullest extent permissible by law, neither Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (whether in contract, tort or otherwise and including to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placing as Peel Hunt and the Company may agree.

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 Peel Hunt under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

1. each of the representations and warranties of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission;

2. the Company complying with its obligations and undertakings under the Placing Agreement in all respects which, in the good faith opinion of Peel Hunt, are material in the context of the Placing, so far as the same fall to be performed or satisfied on or prior to Admission;

3. agreement being reached between the Company and Peel Hunt on the Placing Price and the number of Placing Shares to be issued pursuant to the Placing.

4. there not having occurred, in the good faith opinion of Peel Hunt, any Material Adverse Change (as such term is defined in the Placing Agreement);

5. the Acquisition Agreement (as such term is defined in this Announcement) having been duly executed by the parties thereto by or on the date of this agreement, and having become unconditional in all respects by the time and date stated therein and becoming and continuing to be enforceable against each of the parties thereto and having, and continuing to have, full force and effect and not having lapsed or been varied, modified, supplemented, rescinded or terminated (in whole or part); no event having occurred which may constitute a breach of the Acquisition Agreement; and no party to the Acquisition Agreement having failed to enforce its rights thereunder in accordance with its terms or granted any waiver or indulgence in relation to any obligation thereunder or extension of time for its performance;

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

7. Admission taking place by not later than 8.00 a.m. (London time) on 5 May 2021 (or such later time and/or date as may be agreed between the Company and Peel Hunt).

Peel Hunt has the discretion to waive compliance with certain of the conditions and/or agree an extension in time for their satisfaction. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If (a) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by Peel Hunt) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as Peel Hunt may agree); or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Neither Peel Hunt nor any of their respective affiliates nor any of their respective Representatives shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is in the absolute discretion of Peel Hunt.

By participating in the Bookbuild, 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.

Lock-up

The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the Placing Agreement and the date which is 180 days after the date of the Placing Agreement without the prior written consent of Peel Hunt enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between Peel Hunt and the Company.

By participating in the Placing, Placees agree that the exercise by Peel Hunt of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of Peel Hunt, and that neither Peel Hunt nor the Company need to make any reference to, consult with, or seek consent from, Placees and that Peel Hunt shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure so to exercise.

Right to terminate under the Placing Agreement

At any time before Admission, Peel Hunt is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate or have become misleading; or (ii) if any of the conditions have not been satisfied (or waived by Peel Hunt) by the date specified therein; or (iii) in the good faith opinion of Peel Hunt, there shall have occurred any Material Adverse Change (as defined in the Placing Agreement); or (iv) the occurrence of a market disruption event, each, as specified in the Placing Agreement; or (v) if the application for Admission is refused by the London Stock Exchange.

Upon notice of termination being given to the Company, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise or non-exercise by Peel Hunt of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Peel Hunt, and that neither Peel Hunt nor the Company need to make any reference to, consult with, or seek consent from, Placees and that neither Peel Hunt nor the Company shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus or admission document

No prospectus admission document has been or will be prepared or submitted to be approved by the FCA or submitted to the London Stock Exchange or in any other jurisdiction in relation to the Placing and no such prospectus or admission document is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing and the Placing Shares based on information contained in this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement, and subject to the further terms set forth in the contract note or trade confirmation to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and all other publicly available information previously and simultaneously published by or on behalf of the Company by notification to a Regulatory Information Service is exclusively the responsibility of the Company and has not be independently verified or approved by Peel Hunt. Each Placee, by accepting a participation in the Placing, further confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Peel Hunt or any other person and none of Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraud or fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B5NR1S72) following Admission will take place within the CREST system, subject to certain exceptions. In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Peel Hunt may agree that the Placing Shares should be issued in certificated form. Peel Hunt and the Company reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form or by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions. It is expected that such contract note or trade confirmation will be despatched on or around 30 April 2021 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 the standing CREST or certificated settlement instructions that it has in place with Peel Hunt.

The Company will deliver the Placing Shares to a CREST account operated by Peel Hunt as agent for the Company and Peel Hunt will enter its delivery (DEL) instruction into the CREST system. Peel Hunt will hold any Placing Shares delivered to this account as nominee for the Placees until settlement. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 5 May 2021 on a T+2 basis and on a delivery versus payment basis in accordance with the instructions given to Peel Hunt.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Peel Hunt.

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

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), none of Peel Hunt or the Company shall be responsible for the payment thereof.

Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Peel Hunt and the Company, in each case as a fundamental term of its application for Placing Shares, that:

1. it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement and that it is relying solely on this Announcement and has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;

2. no admission document or prospectus has been or will be prepared in connection with the Placing or is required under the EU Prospectus Regulation or the UK Prospectus Regulation, the FSMA or any other applicable law and it has not received and will not receive an admission document, prospectus or other offering document in connection with Admission, the Bookbuild, the Placing, the Company or the Placing Shares;

3. the Placing does not constitute a recommendation or financial product advice and Peel Hunt has not had regard to its particular objectives, financial situation and needs;

4. if it has received any 'inside information' (for the purposes of the UK Market Abuse Regulation (the UK version of EU Regulation No. 596/2014 ('EU MAR') as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended ('UK MAR')) and section 56 of the Criminal Justice Act 1993) concerning the Company or its shares or other securities or related financial instruments in advance of the Placing, that it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted under UK MAR;

5. it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placing Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;

6. none of the Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than this Announcement, nor has it requested Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;

7. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company simultaneously with or prior to the date of this Announcement (the 'Publicly Available Information'); (ii) the Company's Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (the 'Exchange Information'), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

8. (i) none of the Company or Peel Hunt or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has made any warranties or representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, fairness, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Peel Hunt or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

9. the content of this Announcement is exclusively the responsibility of the Company and that neither Peel Hunt nor any of its respective affiliates nor any of its respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Publicly Available Information or Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company 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 itself to acquire the Placing Shares is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by Peel Hunt or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither Peel Hunt nor the Company nor any of their respective affiliates nor any of their respective Representatives nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10. it has not relied on any information relating to the Company contained in any research reports prepared by Peel Hunt or any of its affiliates or any of its Representatives or any person acting on their behalf and understands that (i) none of Peel Hunt or any of its affiliates or any of its Representatives or any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of Peel Hunt or any of its affiliates or any of its Representatives or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and (iii) none of Peel Hunt or any of its affiliates or any of its Representatives or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

11. in making any decision to acquire Placing Shares, (i) it has such knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Peel Hunt; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, Peel Hunt, any of their respective affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

12. it satisfies any and all standards for investors in the Placing Shares imposed by the jurisdiction of its residence or otherwise;

13. (i) unless otherwise specifically agreed with Peel Hunt, it and each account it represents is not and, at the time the Placing Shares are acquired, will not be, a resident of Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (ii) it and each account it represents is either (1)(a) outside the United States and will be outside the United States at the time the Placing Shares are acquired by it and (b) acquiring the Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of Regulation S; or (2) a QIB which is acquiring the Placing Shares for its own account or for the account of one or more QIBs, each of which is acquiring beneficial interests in the Placing Shares for its own account, who has executed and delivered to the Company and Peel Hunt a US investor letter substantially in the form provided to it; and (iii) it is not acquiring any of the Placing Shares as a result of any form of 'directed selling efforts' within the meaning of Regulation S or as a result of any form of 'general solicitation' or 'general advertising' within the meaning of Rule 502(c) of Regulation D under the Securities Act;

14. (i) it and each account it represents is acquiring the Placing Shares for investment purposes, and is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful; and (ii) it understands, and each account it represents has been advised, that the Placing Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the United States, Australia, Canada, the Republic of South Africa, Japan and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

15. it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into the United States, Australia, Canada, the Republic of South Africa or Japan;

16. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

17. neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services), it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and 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 service;

18. it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, UK MAR and/or EU MAR and any delegating acts, implementing acts, technical standards and guidelines thereunder, and in connection with money laundering and terrorist financing, under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the 'Regulations') and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, Peel Hunt has not received such satisfactory evidence, Peel Hunt may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to Peel Hunt will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

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

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

21. it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

22. it understands that any investment or investment activity to which this Announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

23. if it is in a member state of the EEA, it is a EU Qualified Investor and, to the extent applicable, any funds on behalf of which it is acquiring the Placing Shares that are located in a member state of the EEA are each themselves such a EU Qualified Investor;

24. if it is in the United Kingdom, it and any person acting on its behalf is (a) a UK Qualified Investor and (b) falls within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

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

26. 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 the Financial Services and Markets Act 2000, as amended ('FSMA')) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require the approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Peel Hunt in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

27. it has complied and will comply with all applicable laws (including all relevant provisions of FSMA in the United Kingdom) with respect to anything done by it in relation to the Placing Shares;

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

29. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Peel Hunt for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

30. (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in Peel Hunt, the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (iv) the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

31. it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

32. it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as Peel Hunt may in its absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

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

34. neither Peel Hunt nor any of its affiliates nor any of its Representatives nor any person acting on behalf of any of them, are making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of Peel Hunt and Peel Hunt has no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for giving advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

35. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Peel Hunt nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Peel Hunt and their respective affiliates and each of their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Peel Hunt who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

36. it will indemnify, on an after-tax basis, and hold harmless the Company, Peel Hunt and their respective affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

37. it acknowledges that it irrevocably appoints any director or authorised signatories of Peel Hunt 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;

38. in connection with the Placing, Peel Hunt and any of its affiliates acting as an investor for their own account may acquire Placing Shares and in that capacity may acquire, retain, purchase or sell for their own account such Ordinary Shares in the Company and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Peel Hunt or its affiliates in such capacity. In addition, Peel Hunt may enter into financing arrangements and swaps with investors in connection with which Peel Hunt may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Peel Hunt nor its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

39. that Peel Hunt and its affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of Peel Hunt and its affiliates may provide such services to the Company and/or its affiliates in the future;

40. a communication that the transaction or the book is 'covered' (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by Peel Hunt. Peel Hunt reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, inter alia, to take account of the Company's objectives, MiFID II requirements and/or their allocation policies;

41. its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) and in the contract note or trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Peel Hunt's conduct of the Placing;

42. neither the Company nor Peel Hunt owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placing Agreement;

43. it may not rely on any investigation that Peel Hunt or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates, the Placing Shares or the Placing and Peel Hunt has not made any representation or warranty to it, express or implied, with respect to the suitability or merits of any transactions it may enter into in connection with the Placing, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and no information has been prepared by, or is the responsibility of, Peel Hunt for the purposes of the Placing;

44. where it is acquiring the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire the Placing Shares for each managed account and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

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

46. the Company, Peel Hunt and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to Peel Hunt on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and Peel Hunt to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares is no longer true or accurate, it shall promptly notify the Company and Peel Hunt.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company and Peel Hunt and are irrevocable. Each Placee not acquiring the Placing Shares in an 'offshore transaction' pursuant to Regulation S (each a 'US Placee') shall make specific representations, warranties, agreements and acknowledgements pursuant to a US investor representation letter.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax 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. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation from each Placee, 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 are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Peel Hunt will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Peel Hunt and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax or other similar tax paid or otherwise payable by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Peel Hunt accordingly.

Neither the Company nor Peel Hunt is liable to bear 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 in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Peel Hunt and their respective affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or taxes.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Peel Hunt accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Peel Hunt and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Peel Hunt is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement. When a Placee or person acting on behalf of the Placee is dealing with Peel Hunt any money held in an account with Peel Hunt on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Peel Hunt's money in accordance with the client money rules and will be used by Peel Hunt in the course of its own business; and the Placee will rank only as a general creditor of Peel Hunt.

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

The rights and remedies of Peel Hunt and the Company under these terms and conditions in this Announcement 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.

All times and dates in this Announcement may be subject to amendment by Peel Hunt (in its absolute discretion). Peel Hunt shall notify the Placees and any persons acting on behalf of the Placees of any changes.

In this Announcement, 'after-tax basis' means in relation to any payment made to the Company, Peel Hunt or their respective affiliates or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.