Proposed Acquisition, Placing, Retail Offer and GM

Gelion PLC

09 November 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OF GELION PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN IN THE SECTION ENTITLED "DEFINITIONS" OF THIS ANNOUNCEMENT.

9 November 2023

Gelion plc

("Gelion" or the "Company" or the "Group")

Proposed Acquisition,

Proposed Placing via Accelerated Bookbuild, Subscription and Retail Offer

and

General Meeting

Gelion (AIM: GELN) the Anglo-Australian battery innovator, has conditionally agreed to acquire the entire issued share capital of OXLiD for an aggregate consideration of up to approximately £4.2 million. OXLiD is a UK based lithium-sulfur (LiS) battery technology developer, dedicated to the development and commercialisation of LiS batteries for electrified transportation and sustainable energy storage in the electric aviation (drones and eVTOL) and electric vehicle markets.

In addition, the Company announces a proposed equity Fundraising of up to approximately £4.5 million (before expenses) by way of the issue of up to 18,601,789 New Shares. The proposed Fundraising comprises a conditional Placing of up to 7,774,719 Placing Shares, a conditional Subscription of 8,952,070 Subscription Shares and the Retail Offer, as detailed below, each at an Issue Price of 24 pence per New Share.

The Company also intends to offer Retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer. In the UK, the Retail Offer is being conducted via the Bookbuild Platform and in Australia, the Company will liaise directly with qualifying shareholders. The Retail Offer will raise a maximum of £450,000 (assuming full take up of the Retail Offer) through the issue of up to 1,875,000 new Ordinary Shares at the Issue Price. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing or Subscription.

Cavendish is acting as nominated adviser, sole broker and sole bookrunner in connection with the Placing. The Placing will be conducted by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement.

The Acquisition and Fundraising both require Resolutions to be passed by the Company's Shareholders.

Highlights of the Acquisition

·      People - The OXLiD team consists of five highly experienced scientists with significant battery research experience including doctorate degrees from top UK universities. OXLiD has plans to expand the team further in the coming months to further accelerate progress.

·      Technology/IP - Five patent applications, an exclusive licence and an exclusive option over a further licence.

·      Facilities - Entrenched relationships with blue chip academic institutions (Oxford, Nottingham, UCL, Southampton) and access to the UK's LiSTAR and Faraday Institutions supported technological research network. The Faraday Institution is the UK's premier research institute aiming to advance battery science and technology and is running a Lithium Sulfur Technology Accelerator (LiSTAR) program specifically focused on LiS battery technology.

·      Products - Capability to accelerate development and rate of testing and production of prototypes for research and commercial demonstrations utilising established relationships with partners such as Fraunhofer IWS in Germany.

·      Revenue - OXLiD has undrawn approved grant funding of approximately £0.8 million which will be available to the Company post-Acquisition as well as a relationship with Sanyo Trading, from which revenue was generated in FY22, which Gelion wishes to explore further.

·      UK/EEA LiS - The Acquisition will enable Gelion to establish a UK research and development hub providing closer proximity to potential European customers and strategic partners, with improved access to a wider pool of leading LiS focused universities and research institutions.

Highlights of the Fundraising

·      Placing and Subscription with new and existing institutional and other investors to raise gross proceeds of £4.0 million plus a Retail Offer to raise up to an additional £450,000.

·      The Placing is being conducted in two tranches; firstly, a placing of the EIS/VCT Placing Shares with those investors seeking to claim EIS relief in relation to their subscriptions and with VCTs; and a Placing of the General Placing Shares with those investors who are neither seeking EIS relief nor are VCTs.

·      The Subscription is being conducted in two tranches; a Subscription for the EIS/VCT Subscription Shares with those investors seeking to claim EIS relief in relation to their Subscriptions and, secondly, Subscription of the General Subscription Shares with those investors who are not seeking EIS relief.

·      Each of the following Directors, namely Steve Mahon, Thomas Maschmeyer, Joycelyn Morton, Michael Davie, John Wood and Amit Gupta have entered into Subscription Agreements to participate in the Fundraising and to subscribe for, in aggregate, 1,666,665 General Subscription Shares.

·      The Issue Price represents a discount of approximately 3.0 per cent. to the closing mid-market price of an Ordinary Share of 24.75 pence on 8 November 2023 (being the latest practicable date).

·      The net proceeds of the Fundraising will be used alongside the Company's existing cash resources, to part fund the Acquisition, general capex and opex, expansion of the LiS technology team, the feasibility assessment of a new zinc cathode and additional working capital.

·      EIS/VCT Admission is expected to take place on or around 28 November 2023.

·      General Admission is expected to take place on or around 29 November 2023.

John Wood, CEO of Gelion, commented:

"The acquisition of OXLiD will significantly accelerate the development of Gelion's LiS technology. Adrien Amigues and his team bring experience, progress and IP in many areas but importantly leap us forward in two very specific areas of our focus, namely advanced sulfur cathode material formulation and anode protection. This development will directly support us in our efforts to advance key partnership objectives and we are thrilled to welcome them into team Gelion.

"Having a UK footprint also gives us direct reach into the UK and European markets, directly expanding our available paths to commercialisation and towards developing value for our shareholders. This transaction comes at an exciting time for Gelion as the need to make global transport, energy consumption and storage more sustainable is more prevalent than ever. LiS technology, once mastered and commercialised, has the potential to make a significant contribution with its high energy density, relative safety, low cost, and the abundance of sulfur. We believe the expanded Gelion/OXLiD technology portfolio and capabilities will resonate very strongly with our potential strategic partners providing excitement about the Group's future as we develop the technology toward creating and establishing our target product set and supply chain positioning.

"OXLiD's entrenched relationships with blue chip academic institutions across the UK evidences the quality of the business and people behind it, and we are confident that this acquisition provides strong enhancement of the path to market for Gelion's LiS technology."

Dr Adrien Amigues, Founder and CEO of OXLiD, said:

"By joining Gelion, we will be capable of developing and commericalising LiS battery technology for the mass markets at a faster rate than previously possible. Together, we will develop a set of products that are more energy dense, cheaper to produce, made with less resource-intensive raw materials and are safer to operate than standard Lithium-ion cells."

"We are very excited about joining the Company and look forward to benefiting from Gelion's expertise and strong IP as the Group continues to develop at a rapid pace."

Circular and General Meeting

A Circular to Shareholders in respect of the Acquisition and Fundraising is expected to be posted to shareholders on 10 November 2023 giving notice of a General Meeting of the Company. The General Meeting will be held on 27 November 2023 at 10:00 a.m. at the offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL. Following posting, a copy of the Circular will be available on the Company's website: www.gelion.com.

In proposing the terms of the Fundraising, the Board understands the implications of dilution for Shareholders and has given Shareholders in the UK and qualifying shareholders in Australia who have not participated in the Placing or Subscription the opportunity to participate in the Fundraising through the Retail Offer.

Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Acquisition and Fundraising will not occur, and the net proceeds will not be received by the Company.

The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions. The Directors intend to vote in favour of all the Resolutions in respect of, in aggregate, 19,298,377 Existing Ordinary Shares, representing approximately 17.8 per cent. of the Company's Existing Ordinary Shares.

Accelerated Bookbuild

The timing for the close of the accelerated bookbuild and allocation of the Placing Shares shall be at the absolute discretion of Cavendish, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Cavendish and the Company at the close of the accelerated bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not underwritten. The Placing Shares are not subject to clawback and are not part of the Retail Offer.

Further information on the Fundraising, including the expected timetable of principal events, is set out below. This announcement should be read in its entirety.

CONTACTS

Gelion plc John Wood, CEO Amit Gupta, CFO Thomas Maschmeyer, Founder and Principal Technology Advisor	via Alma
Cavendish Capital Markets Limited (Nominated Adviser, Broker and UK Retail Offer Coordinator)	[phone]
Corporate Finance Neil McDonald Seamus Fricker Fergus Sullivan ECM/Sales Leif Powis Graham Hall Barney Hayward
Alma  (Financial PR Adviser) Justine James Hannah Campbell Will Ellis Hancock	[phone] [e-mail]

The following text has been taken from the Circular to be sent to Shareholders.

LETTER FROM THE CHAIR

Introduction

It was announced on 9 November 2023 that the Company had conditionally agreed to acquire the entire issued share capital of OXLiD for an aggregate consideration of up to approximately £4.2 million and that it had conditionally raised approximately £4.0 million (before expenses) through the Placing and Subscription at a price of 24 pence per share.

The Board recognises and is grateful for the continued support received from Shareholders and is pleased to offer Retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer. In the UK the Retail Offer is being conducted via BookBuild Platform and in Australia the Company will liaise directly with qualifying 'sophisticated investor' shareholders (the criteria of which are defined in the terms of the Fundraising later in this announcement). The Retail Offer will raise a maximum of £450,000 (assuming full take up of the Retail Offer) through the issue of up to 1,875,000 new Ordinary Shares at the Issue Price.

Under the terms of the Acquisition, the Company will pay consideration of approximately £3,772,060 on Completion, of which £1,250,000 will be paid in cash and the balance will be satisfied by the issue of the Consideration Shares, issued at the Issue Price, which will be locked-in for a period of 18 months from Admission. Up to a further £400,000 of deferred consideration may be paid by the Company over the period of 24 months following Completion. Further details regarding the terms of the Acquisition are set out in the section headed 'Terms of the Acquisition' below.

The New Shares represent approximately 26.9 per cent. of the Existing Ordinary Shares, and approximately 21.2 per cent. of the Enlarged Share Capital (assuming in each case that the Retail Shares are subscribed for in full). The Issue Price represents a 3.0 per cent. discount to the closing mid-market price of 24.75 pence per Ordinary Share on 8 November 2023, being the latest practicable business day prior to the announcement of the Fundraising and the Acquisition.

The Company will require further share authorities to allot the New Shares. Accordingly, the Placing, Subscription, Retail Offer and the Acquisition are each conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting, notice of which is set out at the end of this document. Subject to the passing of the Resolutions, Admission of the EIS/VCT Shares is expected to occur at 8.00 a.m. on 28 November 2023 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date), and Admission of the Non-Eligible Shares is expected to occur at 8.00 a.m. on 29 November 2023 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date). Assuming the Resolutions are passed by Shareholders at the General Meeting, each of the EIS/VCT Shares and the Non-Eligible Shares will, on EIS/VCT Admission and General Admission (respectively), rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the new Ordinary Shares after the relevant Admission.

The Fundraising consists of the Placing, the Subscription and the Retail Offer and will raise approximately £4.5 million in aggregate, assuming full take up of the Retail Offer.

The Placing is being conducted in two tranches; firstly, the placing of the EIS/VCT Placing Shares which is intended to qualify for the purpose of EIS or VCT investment and secondly, the placing of General Placing Shares which is not intended to qualify for the purpose of EIS or VCT investment.

The Subscription is also being conducted in two tranches; firstly, the Subscription for the EIS/VCT Subscription Shares which is intended to qualify for the purpose of EIS or VCT investment and secondly, the Subscription for the General Subscription Shares which is not intended to qualify for the purpose of EIS or VCT investment.

The Fundraising is conditional upon, inter alia, Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and the occurrence of Admission.

The purpose of this document is to: (i) provide further details on the Acquisition and the Fundraising and to explain the background to and reasons for them; (ii) explain why the Directors consider the Acquisition and the Fundraising to be in the best interests of the Company and Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions; and (iii) to convene the General Meeting to obtain Shareholder approval for the Resolutions.

A notice convening the General Meeting to approve the Resolutions is set out at the end of this document.

Background to OXLiD and reasons for the Acquisition

Rationale for the Acquisition

Gelion set out its revitalised strategy in the announcement on 6 July 2023, as a battery technology innovator commercialising two globally important next generation technologies: Lithium-Sulfur (LiS) and zinc based (Zn) hybrid cells to electrify mobile and stationary applications respectively. This followed the earlier announcement in March 2023, on the strategic acquisition of Johnson Matthey's LiS IP portfolio (which was primarily developed by Oxis Energy) to significantly advance the Group's objective to establish a position of LiS technology leadership. Gelion's effort is directed at the potential for the LiS chemistry to deliver double the gravimetric energy density of standard Lithium-ion chemistries whilst at the same time reducing cost and increasing safety.

It is the Board's objective to become a global leader in the energy storage industry by leveraging both technologies - LiS and Zinc that have been developed by Gelion in partnership with University of Sydney (USyd) and the recently acquired LiS IP portfolios from Johnson Matthey. Gelion aims to progress methodically through the stages of technology and manufacturing readiness toward development of commercial energy storage systems, batteries, and battery materials, that deliver high energy density, low cost, improved safety, and that are suitable for a variety of applications.

With a continued drive to make global transport, and energy consumption and storage more sustainable, the pace of development in the Company's target markets remains rapid and it is crucial that Gelion remains at the forefront of innovation. To facilitate this, the Company needs to expand its team, continue to strengthen its already significant portfolio of industry specific IP and to broaden its global footprint. This will allow the Company to more readily evaluate and execute strategic opportunities and partnerships, add complementary insight to its existing knowledge base and, ultimately, expedite the path to commercialisation and deliver value to shareholders.

The Board believes the Acquisition of OXLiD will build on the recent strategic progress the Group has made and act as a further catalyst to establish the foundations for strategic partnerships with major supply chain and industry participants (upstream and downstream), providing a commercially attractive route to market for Gelion's technology.

The Board views the key value drivers of OXLiD as being:

1.   People - The OXLiD team consists of five highly experienced scientists with significant battery research experience including doctorate degrees from top UK universities. OXLiD has plans to expand the team further in the coming months to further accelerate progress.

2.   Technology/IP - Five patent applications, an exclusive option for a licence agreement with the University of Nottingham and an exclusive development licence with the University of Oxford.

3.   Facilities - Entrenched relationships with blue chip academic institutions (Oxford, Nottingham, UCL, Southampton) and access to the UK's LiSTAR and Faraday Institutions supported technological research network. The Faraday Institution is the UK's premier research institute aiming to advance battery science and technology and is running a Lithium Sulfur Technology Accelerator (LiSTAR) program specifically focused on LiS battery technology.

4.   Products - Capability to accelerate development and rate of testing and production of prototypes for research and commercial demonstrations utilising established relationships with partners such as Fraunhofer IWS in Germany.

5.   Revenue - OXLiD has undrawn approved grant funding of approximately £0.8 million which will be available to the Company post-acquisition as well as a relationship with Sanyo Trading, from which revenue was generated in FY22, which Gelion wishes to explore further.

6.   UK/EEA LiS - This acquisition will enable Gelion to establish a UK research and development hub providing closer proximity to potential European customers and strategic partners and improved access to a wider pool of leading LiS focussed universities and research institutions.

Information on OXLiD

OXLiD is a UK based LiS battery technology developer, dedicated to the development and commercialisation of LiS batteries for electrified transportation and sustainable energy storage in the aerospace, maritime and electric vehicle markets. Founded in May 2021 by Dr Adrien Amigues, CEO, the team of five are situated in Oxford and Nottingham and are led by Dr Amigues and Dr Gareth Hartley (Principal Scientist). Dr Amigues was previously Head of IP at Oxis Energy and played a significant role in securing the patents that Gelion subsequently acquired from Johnson Matthey.  OXLiD's share capital is held between three shareholders consisting of: (i) Dr Adrien Amigues, founder and CEO, who holds approximately 76.5%; (ii) with two further investors holding 11.765% each following a capital raise that OXLiD completed at a valuation of approximately £1.0 million in September 2022. In the year ended May 2023, based on unaudited results, OXLiD achieved a profit before tax of £80,000.

The addition of the team at OXLiD to the Company's existing development team will provide additional expertise as the Company continues to develop at a rapid pace. The Company has already more than tripled the capacity in test cells by exploiting the information in the acquired technology package from Johnson Matthey and with the Acquisition it aims to continue this momentum.

The Acquisition provides Gelion with a research and development hub in the UK and expands the Company's IP portfolio, in addition to adding the expertise necessary to more rapidly develop a set of products that are more energy dense, cheaper to produce, made with less resource-intensive raw materials and are safer to operate than traditional Lithium-ion cells. In addition, the Acquisition provides Gelion with improved access to a research network across the UK through OXLiD's network of existing relationships with UK academic institutions. OXLiD is therefore a complementary acquisition to Gelion, providing synergies across both companies' research programs and team.

The Company is currently pursuing two sulfur-based battery technologies, lithium-sulfur and silicon-sulfur in order to unlock all mobile applications. For both technologies, the Board believes this Acquisition will accelerate Gelion's cathode development by enabling partner sampling and product development. Particularly, the acquisition accelerates lithium-sulfur development by increasing the stability of the lithium metal anode, considered a key enabling technology (see figure). By leveraging this development Gelion will aim to bringing ultra-high energy density batteries to technological maturity and meet specifications to service the mass markets (EV, ESS). This will complement the Company's local effort to commercialise silicon-sulfur.

As part of the £1.9 million Faraday Battery Challenge project which it is currently leading, OXLiD recently demonstrated a new cathode material for semi solid-state Li-S technology with highly competitive discharge capacities above 1,500 mAh/g (compared with ~200 mAh/g typical for lithium-ion) and good cyclability. Since then, OXLiD has been focusing to increase the scale of production of the cathode material with the aim to test and demonstrate high energy pouch cell (industry standard cell format) prototypes early next year. OXLiD has also began work on developing a unique coating technology to increase the performance of lithium metal anodes.

Further, the Acquisition of OXLiD includes an IP portfolio (five patent applications) which the Board believe will increase the Group's ability to exploit the Johnson Matthey and Oxis Energy IP portfolio accelerating the path to product validation and commercialisation in the rapidly emerging LiS market. OXLiD has filed five patent families in the last 24 months, to protect advancements in technology developments. In addition, OXLiD also has an exclusive option for a licence agreement with the University of Nottingham for the use of catalysts to increase charge/discharge rates and has been granted an exclusive development licence by the University of Oxford for the purpose of developing cutting edge research around increasing cycle life in lithium metal batteries.

The Board believes the Acquisition will establish Gelion in the UK and global LiS markets. The Group will achieve a UK presence by establishing a lab at a top UK university and build on OXLiD's relationships with LiSTAR (Lithium Sulfur Technology Accelerator) participants, which is one of the ten Faraday Institution projects aiming to place the UK at the forefront of battery development. OXLiD has already secured over £1.4 million in grant funding through the Faraday Battery Challenge and other programs and will further benefit from additional funding and knowledge sharing within the UK ecosystem.

The areas of technology that OXLiD has been developing complements the work that Gelion has been doing. The Company is progressing electrolytes that can support multiple anode chemistries and additives to control polysulphide shuttle (the main failure mechanism in traditional lithium-sulfur batteries), with lithium anode technology, catalysts, and improved cell designs coming from the Acquisition. The Group will leverage the partnership OXLiD has with a European cell manufacturer to continue to demonstrate the technology in the commercially relevant pouch cell formats throughout 2024.

The combination of these technologies and IP places Gelion in a strong position. The Group is protected by a solid IP moat underpinned by leading research conducted by sector leading scientists, as the Company strives toward its goal of achieving performance leadership in LiS coupled with cost effective chemistry, the completion of the Acquisition of OXLiD further seeks to enhance this position.

Commercialisation milestones and progress

The Company is currently in the final selection phase for government funding support in Australia, which if secured, would assist with the establishment of an advanced commercial prototyping centre which the directors believe will allow Gelion to make the shift from sample generation to commercial production of cells for test and validation by potential partners. To date, while the Company has received positive feedback on proposals submitted to the Australian government, however no support is guaranteed at this stage.

Further to the above, the Company's silicon-sulfur technology, which the Board is confident the Company can bring to market through a pilot programme in 2026, provides a path to a high gravimetric energy density in a comparatively safe chemistry with the potential for long cycle life. Comparatively, the Company's LiS technology which utilises a Lithium Metal anode also leads to cells with ultra-high energy density. The Board believes that the acquisition of OXLiD will support progression against these key battery performance metrics against which the commercial viability of any battery technology is evaluated. Gelion also completed the expansion of its Sydney research facility in October 2023.

Use of proceeds

The expected application of funds raised in the Fundraising is summarised as follows:

Source of Funds	£M		Use of Funds	£M
Gross Proceeds from the Placing	1.87		OXLiD Acquisition1 - cash on completion	1.25
Gross Proceeds from the Subscription	2.15		OXLiD Acquisition1 - Deferred consideration	0.40
Gross Proceeds from the Retail Offer2	0.45		Additional Capex & Opex	1.35
			Expansion of Li-S technology team	0.21
			Zinc technology: new cathode feasibility assessment	0.21
			Additional Working Capital2	0.45
			Transaction costs (capital raise and acquisition related)	0.60
Total sources	4.47		Total use of funds available	4.47

¹ None of the proceeds of the EIS/VCT Shares will be utilised for the Acquisition.

² Assuming full take up of the Retail Offer. The Gross Proceeds from the Retail Offer will provide additional Working Capital to the Company.

Current trading and prospects

Based on its unaudited management accounts, the Company expects revenue (R&D tax incentives) for the year ended 30 June 2023 to be £2.1 million, ahead of current market expectations (£1.7 million), with an Adjusted EBITDA loss¹ of approximately £5.9 million, again ahead of market expectations (Adjusted EBITDA loss of £6.4 million). Net cash at 30 June 2023 was marginally higher than expected at £7.3 million. Since March 2023, the Company has also had a focus on cost management and has successfully taken steps to reduce cash consumption by approximately £1.0 million on an annualised basis. These cost savings, designed to optimise the Company's cost base going forwards, were realised in non-core areas of expenditure, including contractors, marketing and non-replacement of employees in certain functions.

The current financial year has started strongly, with the Company making good progress made on the LiS cathode and electrolyte technology development. The Company is also negotiating a joint development agreement with a targeted silicon-based anode supplier. Subject to final agreement being achieved and executed, the Company and the anticipated anode partner will then commence the joint development of a high-performance lithium-silicon-sulfur cell to target the global electric vehicle (EV), electric vertical-takeoff-and-landing (eVTOL), drone markets, and subsequently, the stationary energy storage market (ESS).

In August 2023, the Company also signed agreements with The University of Sydney and Professor Yuan Chen for Gelion's Advanced Cathode Project, both of which aid progression towards a commercially viable Zinc-based Energy Storage Solution. The Company expects to provide an update encompassing the feasibility analysis of its Gen5 Zinc Hybrid cell development in Q1 2024.

¹ Excludes non-recurring expenses such as net loss on sales of fixed assets, transaction costs, listing and other associated costs and share based payments.

Terms of the Acquisition

The Company has entered into the Acquisition Agreement with the Sellers pursuant to which it has conditionally agreed to acquire the entire issued share capital of OXLiD for a consideration of up to approximately £4.2 million. The Consideration will be satisfied by a cash payment of £1,250,000 on Completion and the issue of the Consideration Shares, with deferred payments of up to £400,000 potentially payable by the Company over the period of 24 months following Completion, subject to the Founder remaining employed by the Group (subject to certain good leaver provisions).

The Acquisition Agreement is conditional upon, inter alia, the Placing Agreement becoming unconditional in all respects (save for any conditions relating to completion of the Acquisition or Admission becoming effective). The Acquisition Agreement includes customary fundamental warranties relating to title, capacity and insolvency matters given to the Company by the Sellers subject to a cap on their liability, save in the case of fraud, equal to the value of the consideration received. The Acquisition Agreement also includes customary warranties in relation to OXLiD's business, assets and trading ("General Warranties") given to the Company by the Founder, subject to a cap on his liability, save in the case of fraud, of £1. The Company has obtained warranty and indemnity insurance in respect of the General Warranties with a maximum sum insured of £4,000,000.

Pursuant to the Acquisition Agreement, the Founder has agreed to provide non-compete covenants for a period of two years following Completion to protect the goodwill of OXLiD.

The Sellers have agreed that they will not dispose of any Consideration Shares for a period of 18 months from Admission and that any permitted disposal will be effected through the Company's Nominated Adviser and Broker, Cavendish, and in such manner as it shall direct to ensure an orderly market in the Company's shares.

The terms of the Fundraising

The Placing

The Company has conditionally raised approximately £1.9 million (before expenses) by way of a placing of 7,774,719 new Ordinary Shares at a price of 24 pence per share pursuant to the Placing Agreement. The Placing Shares have been conditionally placed with institutional investors and certain existing shareholders of the Company. The Placing is not being underwritten. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.

The Issue Price was determined having regard to market conditions at the time the Placing Agreement was entered into. The closing mid-market price on AIM on the trading day prior to the announcement of the Placing was 24.75 pence and the Issue Price represents a 3.0 per cent. discount. The Directors believe that the Issue Price is fair and reasonable insofar as Shareholders are concerned.

The Company will require further share authorities to allot the Placing Shares. Accordingly, the Placing is conditional, inter alia, upon the passing of the Resolutions by Shareholders at the General Meeting. The Resolutions are contained in the Notice of General Meeting at the end of this document.

The Placing is conditional, inter alia, on the following:

·      the Resolutions being passed at the General Meeting;

·      the Placing Agreement not having been terminated prior to Admission and becoming unconditional in all respects;

·      the Acquisition Agreement not having been terminated prior to Admission and becoming unconditional in all respects; and

·      Admission having become effective.

The Placing Agreement contains customary indemnities and warranties from the Company in favour of Cavendish together with provisions which enable Cavendish to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect.

The Placing of the Placing Shares will be conducted in separate tranches to assist relevant investors in the Placing to claim certain tax reliefs available to EIS investors and VCTs.

The EIS/VCT Placing Shares will be offered to those investors seeking to claim EIS Relief in relation to their subscription and to VCTs. General Placing Shares will be offered to those investors who are neither seeking EIS Relief nor are VCTs.

EIS and VCT investors should note that completion of the issue of the EIS/VCT Placing Shares is not conditional upon General Admission and the issue of the Non-Eligible Shares. EIS/VCT Admission is expected to occur at 8.00 a.m. on 28 November 2023 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date). General Admission is expected to occur at 8.00 a.m. on 29 November 2023 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date).

The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.

The Subscription

Under the Subscription, the Company has conditionally raised approximately £2.1 million (before expenses) by way of the subscription of 8,952,070 new Ordinary Shares at the Issue Price.

Each of the following Directors, namely Steve Mahon, Thomas Maschmeyer, Joycelyn Morton, Michael Davie, John Wood and Amit Gupta have entered into Subscription Agreements to participate in the Fundraising and subscribe for in aggregate 1,666,665 General Subscription Shares. Further details of the Directors' participation are set out below.

The Subscription will be conducted in separate tranches to assist relevant investors in the Subscription to claim certain tax reliefs available to EIS investors and VCTs.

The EIS/VCT Subscription Shares will be issued to those investors seeking to claim EIS Relief in relation to their Subscription. General Subscription Shares will be issued to those investors who are neither seeking EIS Relief nor are VCTs.

EIS and VCT investors should note that completion of the issue of the EIS/VCT Subscription Shares is not conditional upon General Admission and the issue of the Non-Eligible Shares. EIS/VCT Admission is expected to occur at 8.00 a.m. on 28 November 2023 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date). General Admission is expected to occur at 8.00 a.m. on 29 November 2023 (or such later time and/or date as Cavendish and the Company may agree, not being later than the Longstop Date).

Retail Offer

The Company values its Retail Shareholder base and believes that it is appropriate to provide eligible Retail Investors in the United Kingdom and Australia with the opportunity to participate in the Retail Offer.

The Company is therefore making the UK Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries . Cavendish will be acting as UK retail offer coordinator in relation to this UK Retail Offer (the "UK Retail Offer Coordinator").

Existing UK Retail Shareholders can contact their broker or wealth manager ("intermediary") to participate in the UK Retail Offer. In order to participate in the UK Retail Offer, each intermediary must be on-boarded onto the Bookbuild Platform, been approved by the UK Retail Offer Coordinator as an intermediary in respect of the UK Retail Offer, and agree to the final terms and terms and conditions of the UK Retail Offer, which regulate the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the UK Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the UK Retail Offer.

The UK Retail Offer will be open to eligible investors in the United Kingdom at 8:00 a.m. on 9 November 2023. The UK Retail Offer is expected to close at 4:30 p.m. on 22 November 2023. Investors should note that financial intermediaries may have earlier closing times. The UK Retail Offer may close early if it is oversubscribed.

The UK Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who are, Shareholders. To be eligible to participate in the UK Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a Shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their Ordinary Shares directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to Ordinary Shares are not eligible to participate in the UK Retail Offer.

It is vital to note that once an application for Retail Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The UK Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time). The aggregate total consideration for the UK Retail Offer does not exceed £300,000 (or the equivalent in Euros) and therefore the exemption from the requirement to publish a prospectus, set out in section 86(1) FSMA, will apply.

As set out above, a separate announcement has been made by the Company regarding the UK Retail Offer and its terms.

The Australian Retail Offer will be open to eligible Retail Shareholders in Australia at 7 p.m. (AEDT) on 9 November 2023 and is expected to close at 3:30 a.m. (AEDT) on 23 November 2023.

The Australian Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who are, qualifying 'sophisticated investor' Shareholders. To be eligible to participate in the Australian Retail Offer, applicants must meet the following criteria: (i) be resident in Australia; (ii) be a Shareholder on the Record Date (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their Ordinary Shares directly or indirectly through a participating intermediary); and (iii) be a 'sophisticated investor' within the meaning of section 708(8) of the Corporations Act 2001 (Cth) (the "Corporations Act") or a 'professional investor' within the meaning of section 708(11) of the Corporations Act, or are otherwise a person who is able to be offered the Retail Shares without disclosure under Chapter 6D of the Corporations Act or contravention of any provision of the Corporations Act, and will, on the request of the Company, promptly provide written evidence of same.

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

Conditional on the Placing being completed and General Admission, up to 1,875,000 Retail Offer Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £450,000 (before expenses). The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Participation of the Directors in the Fundraising

As outlined above, the Directors have agreed to subscribe for new Ordinary Shares pursuant to the General Subscription. The number of new Ordinary Shares to be subscribed for by each Director or existing substantial shareholder and their resulting shareholdings upon General Admission are set out below:

Name	Number of Existing Ordinary Shares	Percentage of existing issued share capital	Number of New Shares subscribed for	Total number of Ordinary Shares held on General Admission	Percentage of Enlarged Share Capital on General Admission*
Thomas Maschmeyer	16,775,948	15.47%	562,500	17,338,448	12.61%
Steve Mahon	1,513,615	1.40%	312,500	1,826,115	1.33%
Michael Davie	824,242	0.76%	208,333	1,032,575	0.75%
John Wood	48,000	0.04%	291,666	339,666	0.25%
Joycelyn Morton	121,572	0.11%	208,333	329,905	0.24%
Amit Gupta	15,000	0.01%	83,333	98,333	0.07%

*Assuming the Retail Offer is subscribed in full

Related party transactions

The issue of new Ordinary Shares to each of the Directors constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Directors of the Company.

On the basis that all the Directors of the Company are participating in the Subscription, the Company's nominated adviser, Cavendish Capital Markets Limited, has considered the terms of the Directors' Participation and has deemed that the terms of the subscription are fair and reasonable insofar as the Shareholders are concerned.

General Meeting

You will find at the end of this document a notice convening the General Meeting to be held at 10.00 a.m. on 27 November 2023 at the offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL to consider and, if thought appropriate, pass resolutions to permit the directors of the Company to (i) allot the Consideration Shares in connection with the Acquisition; and (ii) allot Ordinary Shares up to an aggregate nominal amount of £18,603 for cash on a non-pre-emptive basis in connection with the Fundraising.

Resolution 1 will be proposed as an ordinary resolution. For an ordinary resolution to be passed, a simple majority of the votes cast must be in favour of the resolution. The authority conferred by Resolution 1 will expire at the conclusion of the next annual general meeting of the Company.

Resolution 2 will be proposed as a special resolution. For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution. The authority conferred by Resolution 2 will expire at the conclusion of the next annual general meeting of the Company. 

Action to be taken in respect of the General Meeting

You will not be able to vote during the meeting electronically. If you cannot attend the meeting in person, please return a form of proxy in accordance with the instructions set out herein to ensure your vote is counted.

A Form of Proxy for use in connection with the General Meeting is enclosed with this document. Completion of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person if they so choose. Proxies may be appointed by either completing and returning the enclosed Form of Proxy, or by:

·      logging on to the share portal: www.signalshares.com and following the instructions; or

·      using the LinkVote+app - Link Group, the company's registrar, has launched a shareholder app: LinkVote+, please refer to the procedures set out in the notice; or

·      in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notice; or

·      if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar, in accordance with the procedures set out in the notice; or

·      sending a hard copy form of proxy directly to the Company's Registrars, Link Group, at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL or to the Company at Gelion plc, PO Box 575, Alexandria 2015 NSW, Australia.

The attention of shareholders is drawn to the voting intentions of the Directors set out below.

Recommendation

The Directors believe that the Fundraising and the Acquisition will promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly they unanimously recommend you to vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings, amounting to (in aggregate) 19,298,377 Ordinary Shares, representing 17.8 per cent. of the share capital of the Company at the date of this document.

Shareholders are reminded that the Acquisition and the Fundraising are each conditional, amongst other things, on the passing of the Resolutions to be proposed at the General Meeting. Should the Resolutions not be passed, the Acquisition and the Fundraising will not proceed.

Yours sincerely

Steve Mahon
Non-Executive Chair

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2023

Announcement of the Fundraising and the Acquisition	9 November
Announcement of the results of the Placing	9 November
Publication of the Circular	10 November
Announcement of the results of the Retail Offer	22 November
Latest time and date for receipt of Forms of Proxy and CREST proxy instructions	11.00 a.m. on 23 November
General Meeting	10.00 a.m. on 27 November
Announcement of the result of General Meeting	27 November
Admission of the EIS/VCT Shares to trading on AIM and commencement of dealings	8.00 a.m. on 28 November
CREST accounts to be credited for EIS/VCT Shares to be held in uncertificated form	28 November
Admission of the Non-Eligible Shares to trading on AIM and commencement of dealings	8.00 a.m. on 29 November
CREST accounts to be credited for Non-Eligible Shares to be held in uncertificated form	29 November
Dispatch of definitive share certificates for New Shares to be held in certificated form	within 10 working days of applicable Admission

The Company and Cavendish reserve the right to alter the dates and times referred to above. If any of the dates and times referred to above are altered by the Company, the revised dates and times will be announced through a Regulatory Information Service without delay. 

All references to time in this document are to London time, unless otherwise stated.

All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

FUNDRAISING AND ACQUISITION STATISTICS

Issue Price	24 pence
Number of Ordinary Shares in issue at the date of this announcement	108,407,750
Number of Placing Shares	7,774,719
Number of Subscription Shares	8,952,070
Number of Retail Shares	Up to 1,875,000
Number of Consideration Shares	10,508,582
Number of New Shares(i)(ii)	29,110,371
Number of Ordinary Shares in issue immediately following General Admission(i)(ii)	137,518,121
Percentage of the Enlarged Share Capital represented by the New Shares(i)(ii)	21.2 per cent.
Percentage of the Enlarged Share Capital represented by the Consideration Shares(i)(ii)	7.6 per cent.
Gross Proceeds of the Placing	£1.9 million
Gross Proceeds of the Subscription	£2.1 million
Gross Proceeds of the Retail Offer(ii)	£450,000
Estimated cash proceeds of the Fundraising receivable by the Company (net of expenses)(ii)	£3.9 million

(i)       Assumes that all of the Placing Shares are issued and that (save for the New Shares) no other Ordinary Shares are issued following the date of this document prior to Admission.

(ii)      Assuming full take up of the Retail Offer and Transaction costs of approximately £0.6m.

DEFINITIONS

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

"Acquisition"	the proposed acquisition by the Company of the entire issued share capital of OXLiD pursuant to the Acquisition Agreement
"Acquisition Agreement"	the conditional agreement dated 8 November 2023 between the Company and the Sellers relating to the Acquisition
"Admission"	EIS/VCT Admission and/or General Admission (as the case may be)
"AIM"	the market of that name operated by London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by London Stock Exchange from time to time
"Australian Retail Investors" or "Australian Retail Shareholders"	qualifying Shareholders at the Record Date who are resident in Australia
"Australian Retail Offer"	the conditional offer of Retail Shares at the Issue Price to be made by the Company to Australian Retail Shareholders
"Board"	the board of directors of the Company
"Bookbuild" or "Bookbuild Platform"	the online platform through which the UK Retail Offer is being conducted
"Cavendish"	Cavendish Capital Markets Limited, Nominated Adviser and Broker to the Company
"certificated" or "in certificated form"	refers to an Ordinary Share which is not in uncertificated form (that is, not in CREST)
"Companies Act"	the Companies Act 2006, as amended
"Company" or "Gelion"	Gelion plc (incorporated and registered in England and Wales with registered number 09796512) whose registered office is C/O Armstrong, Level 4 Ldn:W, 3 Noble Street, London EC2V 7EE
"Completion"	completion of the Acquisition pursuant to the terms of the Acquisition Agreement
"Consideration Shares"	the 10,508,582 Ordinary Shares proposed to be issued to the Sellers pursuant to the terms of the Acquisition Agreement as part consideration for the Acquisition
"CREST"	the computerised settlement system operated by Euroclear which facilitates the transferring of title to shares in uncertificated form
"Directors"	the directors of the Company being: Steve Mahon, Thomas Maschmeyer, John Wood, Joycelyn Morton, Amit Gupta and Michael Davie
"EIS/VCT Admission"	admission of the EIS/VCT Shares to trading on AIM becoming effective in accordance with the AIM Rules
"EIS/VCT Placing"	the placing by Cavendish on behalf of the Company of the EIS/VCT Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"EIS/VCT Placing Shares"	the 1,399,719 new Ordinary Shares to be issued pursuant to the EIS/VCT Placing
"EIS/VCT Shares"	together, the EIS/VCT Placing Shares and the EIS/VCT Subscription Shares
"EIS/VCT Subscription"	the conditional subscriptions by the Subscribers for the EIS/VCT Subscription Shares at the Issue Price made on the terms and subject to the conditions set out in the Subscription Agreements
"EIS/VCT Subscription Shares"	the 6,347,905 new Ordinary Shares to be issued pursuant to the EIS/VCT Subscription
"Enlarged Share Capital"	the 137,518,121 Ordinary Shares in issue immediately following General Admission (assuming full take up of the Retail Offer)
"Enterprise Investment Scheme" or "EIS"	the Enterprise Investment Scheme whose rules are contained in Part 5 of the Income Tax Act 2007 (income tax) and sections 150A to 150C of, and Schedule 5B to, the Taxation and Chargeable Gains Act 1992 (capital gains tax)
"Euroclear"	Euroclear UK & International Limited
"Existing Ordinary Shares"	the 108,407,750 issued Ordinary Shares of the Company as at the date of this document
"FCA"	Financial Conduct Authority
"Form of Proxy"	the form of proxy for use at the General Meeting and enclosed with this document
"Founder"	Dr. Adrien Amigues
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fundraising"	together, the Placing, the Subscription and the Retail Offer
"General Admission"	admission of the Non-Eligible Shares, to trading on AIM becoming effective in accordance with the AIM Rules
"General Meeting"	the general meeting of the Company to be held at 10.00 a.m. on 27 November 2023 at the offices of Cavendish at 1 Bartholomew Close, London EC1A 7BL, notice of which is set out at the end of this document
"General Placing"	the placing by Cavendish on behalf of the Company of the General Placing Shares at the Issue Price pursuant to the terms of the Placing Agreement
"General Placing Shares"	the 6,375,000 Ordinary Shares to be issued pursuant to the Placing (excluding the EIS/VCT Placing Shares)
"General Subscription"	the conditional subscriptions by the Subscribers for the General Subscription Shares at the Issue Price made on the terms and subject to the conditions set out in the Subscription Agreements
"General Subscription Shares"	the 2,604,166 Ordinary Shares to be issued pursuant to the Subscription (excluding the EIS/VCT Subscription Shares)
"Group"	the Company and its subsidiary undertakings (as defined in the Companies Act) as at the date of this document
"Issue Price"	24 pence per New Share
"LiSTAR"	Lithium Sulfur Technology Accelerator
"London Stock Exchange"	London Stock Exchange plc
"Longstop Date"	8.00 a.m. on 31 December 2023
"MAR"	the Market Abuse Regulation (EU/596/2014) as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)
"New Shares"	together, the Placing Shares, Subscription Shares, Retail Shares and the Consideration Shares
"Non-Eligible Shares"	the General Placing Shares, the General Subscription Shares, the Retail Shares and the Consideration Shares
"Notice of General Meeting"	the notice convening the General Meeting set out at the end of this document
"Official List"	the official list of the FCA
"Ordinary Shares"	the ordinary shares of £0.001 each in the capital of the Company
"OXLiD"	OXLiD Ltd, (incorporated and registered in England and Wales with registered number 13388699) whose registered office is 2 Edith Road, Oxford, England OX1 4QA
"PDMR"	person discharging managerial responsibility for the purposes of MAR
"Placing"	the EIS/VCT Placing and/or the General Placing (as the case may be)
"Placing Agreement"	the conditional agreement dated 9 November 2023 between the Company and Cavendish relating to the Placing and the Retail Offer
"Placing Shares"	the EIS/VCT Placing Shares and the General Placing Shares;
"Record Date"	6.00 p.m. on 8 November 2023 (or such other time and date as the Directors may determine)
"Registrars" or "Share Registrars"	Link Group of Central Square, 29 Wellington Street, Leeds LS1 4DL
"Regulatory Information Service"	has the meaning given to it in the AIM Rules
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting
"Retail Investors" or "Retail Shareholders"	Australian Retail Investors and UK Retail Investors
"Retail Offer"	the Australian Retail Offer and the UK Retail Offer
"Retail Offer Intermediaries Agreements"	the Retail Offer terms and conditions and the final terms which together set out the terms and conditions upon which each intermediary agrees to make the UK Retail Offer available to UK Retail Investors
"Retail Shares"	the up to 1,875,000 Ordinary Shares to be issued pursuant to the Retail Offer
"Sellers"	the Founder, Electric Revolution Ventures 1 LLP and Oxford Science Enterprises plc
"Shareholders"	registered holders of Ordinary Shares
"SOLBAT"	The Faraday Institute's solid state metal anode batteries research project, www.solbat-faraday.org
"Subscribers"	those persons who have agreed to subscribe for the Subscription Shares at the Issue Price pursuant to the Subscription Agreements
"Subscription"	the EIS/VCT Subscription and/or the General Subscription (as the case may be)
"Subscription Agreements"	the conditional agreements each dated on or about 8 November 2023 entered into between the Company and each of the Subscribers, relating to the Subscription
"Subscription Shares"	the EIS/VCT Subscription Shares and the General Subscription Shares
"UK Retail Offer"	the conditional offer of Retail Shares at the Issue Price to UK Retail Investors through intermediaries via the Bookbuild Platform pursuant to the Retail Offer Intermediaries Agreements
"UK Retail Investors" or "UK Retail Shareholders"	existing Shareholders who are resident in the United Kingdom and are a customer of an intermediary who agrees to conditionally subscribe for Retail Shares in the UK Retail Offer
"uncertificated" or "in uncertificated form"	recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories, or possessions, and any state of the United States of America, the District of Columbia and all areas subject to its jurisdiction, or any political subdivision thereof
"VCT" or "Venture Capital Trust"	a company which is, or which is seeking to become, approved as a venture capital trust under the provisions of Part 6 of the ITA

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN 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, 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. 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 or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).

No public offering of the Placing Shares is being made in Australia, Canada, South Africa or Japan or elsewhere.

No action has been taken by the Company or Cavendish or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required 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.

No offering document or prospectus 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 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 Cavendish expressly disclaims any obligation or undertaking to update or revise 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.

Cavendish Capital Markets Limited, which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as nominated adviser, sole broker and sole bookrunner exclusively for the Company and 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 and will not be responsible to anyone other than the Company in connection with  the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement. The responsibilities of Cavendish, as nominated adviser, are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Cavendish as to, and no liability whatsoever is accepted by Cavendish in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

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 Cavendish (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) and/or by any of its affiliates and/or any of its 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 their respective advisers or any other statement made or purported to be made by or on behalf of Cavendish and/or any of its affiliates and/or by any of its 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 Cavendish and/or any of its affiliates and/or any of its 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 their respective advisers, and any liability therefor is expressly disclaimed.

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 his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

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

All offers of the Placing Shares will be made pursuant to an exemption under the 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.

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.

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.

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.  THE  TERMS AND CONDITIONS SET OUT HEREIN (THE "TERMS AND CONDITIONS") ARE FOR INFORMATION 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: (1) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION, WHO (A) FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (2) IF IN MEMBER STATES OF THE EEA, "QUALIFIED INVESTORS", BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION; OR (3) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS AND THE INFORMATION HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM 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.

THIS DOCUMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

The distribution of the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, Cavendish or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of the Terms and Conditions 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 these Terms and Conditions come are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.

The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

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 these Terms and Conditions, the Announcement or the Circular.  Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such offer, sale, re-sale or delivery would be unlawful.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "UK Target Market Assessment"). Notwithstanding the UK 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 UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or 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.

EU Product Governance Requirements

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"); 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 the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU 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 EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of MiFID II, or 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.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action.

The Terms and Conditions should be read in their entirety. 

Introduction

These Terms and Conditions apply to persons making an offer to acquire Placing Shares under the Placing. Each Placee which confirms its agreement to Cavendish to subscribe for Placing Shares under the Placing hereby agrees with Cavendish and the Company that it will be bound by these Terms and Conditions and will be deemed to have accepted them.

The Company and Cavendish may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as they (in their absolute discretion) see fit and/or may require any such Placee to execute a separate placing letter.

By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of Cavendish and the relevant Placee (a "Recorded Commitment")), each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions, and to be irrevocably offering to participate and acquire Placing Shares on these Terms and Conditions.  Such offer shall be deemed to be accepted, and a Placee shall become bound to acquire Placing Shares, when Cavendish confirms to such Placee its allocation of Placing Shares.  Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price.

Each Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and Cavendish that:

1.         it is a Relevant Person and 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, acknowledgements, undertakings and agreements contained in these Terms and Conditions;

3.         it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and

4.         except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 2 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published.  No prospectus or other offering document has been or will be submitted to be approved by (i) the Financial Conduct Authority ("FCA") or (ii) any competent authority of any Relevant Member State, in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Cavendish or the Company or any other person and none of Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  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.  No Placee should consider any information in this Announcement or these Terms and Conditions to be legal, tax, business or other advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cavendish has entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price.  The Placing is not being underwritten by Cavendish.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued 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.

Application for admission to trading

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

It is expected that First Admission will take place on the First Admission Date and that dealings in the EIS/VCT Placing Shares on AIM will commence at the same time.

It is expected that Second Admission will take place on the Second Admission Date and that dealings in the Non-Eligible Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

1.         Cavendish is acting as nominated adviser, broker and bookrunner to the Placing, as agent for and on behalf of the Company.

2.         Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by Cavendish to participate.  Cavendish and any of its affiliates are entitled to participate in the Placing as principal.

3.         Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by Cavendish and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Cavendish's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that Placee, in favour of Cavendish and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on these Terms and Conditions.  Except with the consent of Cavendish, such commitment will not be capable of variation or revocation.

4.         The Issue Price is payable to Cavendish (as agent for the Company) by all Placees.

5.         Each Placee's allocation and whether such Placee participates in the Placing will be determined by Cavendish in its reasonable discretion following consultation with the Company and will be confirmed by Cavendish.

6.         Each Placee's commitment will be confirmed in and evidenced by a Recorded Commitment.  These Terms and Conditions will be deemed incorporated into the contract which is entered into by way of a Recorded Commitment and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Commitment and, except with Cavendish's prior written consent, will not be capable of variation or revocation after such time.  Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Commitment. These Terms and Conditions shall be deemed incorporated into any such contract note.

7.         Each Placee will confirm the maximum number of Placing Shares it is willing to acquire in a Recorded Commitment. Once they have made a Recorded Commitment, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire.

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

9.         Any Placees who are existing shareholders of the Company undertake that they shall vote in favour of each of the Resolutions to be proposed at the General Meeting.

10.        Except as required by law or regulation, no press release or other announcement will be made by Cavendish 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.

11.        Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all EIS/VCT Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time and settlement for all Non-Eligible Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, in each case on the basis explained below under "Registration and settlement".

12.        All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

13.        By participating in the Placing, each Placee agrees 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.

14.        To the fullest extent permissible by law and applicable FCA rules, neither:

(a)        Cavendish;

(b)        any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor

(c)        to the extent not contained within (a) or (b), any person connected with Cavendish as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cavendish),

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Placing or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Registration and settlement

By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.

Settlement of transactions in the EIS/VCT Placing Shares following First Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by Cavendish and is expected to occur on the First Admission Settlement Date.

Settlement of transactions in the Non-Eligible Placing Shares following Second Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a DVP basis unless otherwise notified by Cavendish and is expected to occur on the Second Settlement Date.

However, 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 Cavendish may agree that the Placing Shares (or any of them) should be issued in certificated form.  Cavendish reserves the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as they deem necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by Cavendish.

Each Placee is deemed to agree that if it does not comply with these obligations, Cavendish may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Cavendish's own account and benefit, 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 Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of Cavendish under the Placing Agreement are, and the Placing of the EIS/VCT Placing Shares is, conditional upon, inter alia:

(a)        the Resolutions being passed at the General Meeting;

(b)        the warranties and undertakings contained in the Placing Agreement ("Warranties") being, in all material respects, true, accurate and not misleading when made on the date of the Placing Agreement and at First Admission by reference to the facts and circumstances subsisting at that time;

(c)        Cavendish not having exercised its right to terminate the Placing Agreement; and

(d)        First Admission having become effective on the First Admission Date.

Once First Admission has occurred, no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to First Admission and/or the placing, allotment or issue of the EIS/VCT Placing Shares.

The obligations of Cavendish under the Placing Agreement are, and the Placing of the Non-Eligible Placing Shares is, conditional upon, inter alia:

(a)        First Admission having become effective on the First Admission Date;

(b)        the Warranties being true, accurate and not misleading, in all material respects, when made on the date of the Placing Agreement and at Second Admission by reference to the facts and circumstances subsisting at that time;

(c)        Cavendish not having exercised its right to terminate the Placing Agreement; and

(d)        Second Admission having become effective on the Second Admission Date.

All conditions to the obligations of Cavendish included in the Placing Agreement are together referred to in these Terms and Conditions as the "conditions".

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Cavendish may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement which are capable of waiver, in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including as regards the EIS/VCT Placing Shares, the condition relating to First Admission referred to in paragraph (d) above, and as regards the Non-Eligible Placing Shares, the condition relating to Second Admission referred to in paragraph (d) above) may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

Cavendish may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither of Cavendish nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cavendish.

Termination of the Placing

Cavendish may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Second Admission if, inter alia:

(a)        any statement contained in the Announcement, the investor presentation relating to the Fundraising or the Circular (the "Placing Documents") has become untrue, incorrect or misleading in any material respect or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them;

(b)        any of the Warranties was untrue, inaccurate or misleading in any material respect when made and/or that any of the Warranties has ceased to be true or accurate or has become misleading in any material respect at any time prior to Second Admission, in each case by reference to the facts and circumstances subsisting at that time;

(c)        any matter has arisen giving an entitlement on the part of any indemnified person to make a claim under the indemnity contained in the Placing Agreement;

(d)        the Company has not complied or cannot comply with any of its obligations under the Placing Agreement or otherwise relating to the Placing and Admission (to the extent that such obligations fall to be complied with prior to Second Admission); or

(e)        there has been a force majeure event which in the opinion of Cavendish, is, will or may be materially prejudicial to the Company or to the successful outcome of the Placing.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

Notwithstanding any other provision of the Placing Agreement, once First Admission has occurred no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to First Admission and/or the placing, allotment or issue of the EIS/VCT Placing Shares.

By participating in the Placing, each Placee agrees with the Company and Cavendish that the exercise by the Company or Cavendish of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cavendish or for agreement between the Company and Cavendish (as the case may be) and that neither the Company nor Cavendish need make any reference to such Placee and that none of the Company, Cavendish nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By agreeing with Cavendish as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and Cavendish, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where Cavendish expressly agrees in writing to the contrary):

1.         it has read and understood these Terms and Conditions in their entirety and that its acquisition of the 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 that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.         it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a)        is required under any applicable law; and

(b)        has been or will be prepared in connection with the Placing,

and, in particular, that the Subscription and Retail Offer referred to in the Announcement and the Circular relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;

3.         the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "MAR")), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4.         it has made its own assessment of the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither Cavendish nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement and these Terms and Conditions or the Publicly Available Information; nor has it requested Cavendish, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

5.         neither Cavendish nor any person acting on behalf of it nor any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in the Terms and Conditions excludes the liability of any person for any fraudulent misrepresentation made by that person;

6.        

(a)        the only information which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;

(b)        neither Cavendish nor any of its affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Placing Documents or the Publicly Available Information;

(c)        it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d)        it has not relied on any investigation that Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

7.         the content of the Announcement and the other Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf is responsible for or has or shall have any liability for any such Information, representation, warranty or statement relating to the Company contained therein nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise.  Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;

8.         it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Cavendish determines;

9.         it and/or each person on whose behalf it is participating:

(a)        is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)        has fully observed such laws and regulations;

(c)        has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d)        has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

10.        in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5(1) of the Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation:

(a)        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 in circumstances where either the Prospectus Regulation or the UK Prospectus Regulation applies to, persons in any Relevant Member State or in the UK other than Qualified Investors (as defined under the Prospectus Regulation or the UK Prospectus Regulation respectively) in circumstances in which the prior consent of Cavendish has not been given to the offer or resale; or

(b)        where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or in the UK other than EU or UK Qualified Investors (as defined under the Prospectus Regulation or the UK Prospectus Regulation respectively), the offer of those Placing Shares to it is not treated under the Prospectus Regulation or the EU Prospectus Regulation as having been made to such persons;

11.        it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or have an address in, or be subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

12.        it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

13.        it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

14.        it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

15.        it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a)        in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

(b)        pursuant to another exemption from registration under the Securities Act, if available,

and in each case in accordance with all applicable securities laws of the states of the United States and all other applicable jurisdictions;

16.        no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

17.        it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company and Cavendish:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.  EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS";

18.        it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

19.        it will not distribute, forward, transfer or otherwise transmit these Terms and Conditions and/or the Announcement or any part of them, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

20.        none of Cavendish, its affiliates or any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

21.        it will make payment to Cavendish for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the specified time (being the First Admission Settlement Date in respect of any EIS/VCT Placing Shares and the Second Admission Settlement Date as regards any Non-Eligible Placing Shares), failing which the relevant Placing Shares may be placed with others on such terms as Cavendish determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in these Terms and Conditions) which may arise upon the sale of such Placee's Placing Shares on its behalf;

22.        its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Cavendish may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

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

24.        the person who it specifies for registration as holder of the Placing Shares will be:

(a)        the Placee; or

(b)        a nominee of the Placee, as the case may be; 

25.        neither of Cavendish or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of the Placing Shares.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Cavendish or transferred to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

26.        the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it, or the person specified by it for registration as holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

27.        it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

28.        as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to Cavendish;

29.        if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) 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;

30.        it has not offered or sold and 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;

31.        it has only communicated or caused to be communicated and it 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 FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither these Terms and Conditions nor the Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

32.        it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

33.        the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, any person save in circumstances in which the express prior written consent of Cavendish has been given to the offer or resale;

34.        if it has received any inside information (for the purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a)        dealt (or attempted to deal) in the securities of the Company;

(b)        encouraged, recommended or induced another person to deal in the securities of the Company; or

(c)        unlawfully disclosed such information to any person, prior to the information being made publicly available;

35.        neither of Cavendish, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of Cavendish or its affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Cavendish's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

36.        Cavendish and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in the Announcement and/or these Terms and Conditions to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its affiliates acting as an investor for its or their own account(s).  Neither of Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

37.        it:

(a)        has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, 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;

(b)        is not a person:

(i)         with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii)         named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii)        subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(all such statutes, rules and regulations referred to in this paragraph 37 together, the "Regulations") 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 and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Cavendish such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Cavendish on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cavendish may decide at its discretion;

38.        in order to ensure compliance with the Regulations, Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to Cavendish or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Cavendish's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Cavendish's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Cavendish (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Cavendish and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

39.        its commitment to acquire Placing Shares on the Terms and Conditions will continue notwithstanding any amendment that may in 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 Cavendish's conduct of the Placing;

40.        it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares.  It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing.  It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

41.        it irrevocably appoints any duly authorised officer of Cavendish as its agent for the purpose 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 which it agrees to acquire upon the these Terms and Conditions;

42.        the Company, Cavendish and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;

43.        it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

44.        time is of the essence as regards its obligations under these Terms and Conditions;

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

46.        the Placing Shares will be issued subject to these Terms and Conditions; and

47.        these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or of which they otherwise validly form a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or Cavendish 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in these Terms and Conditions or incurred by Cavendish, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Cavendish shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify Cavendish accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that either of the Company and/or Cavendish have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to Cavendish for itself and on behalf of the Company and are irrevocable.

Cavendish is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in these Terms and Conditions.

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

The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by Cavendish provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.

In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these Terms and Conditions are to each of such Placees and such joint Placees' liability is joint and several.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cavendish may (at its absolute discretion) satisfy their obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA.  Each 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 the Cavendish's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in the Terms and Conditions are to London time, unless otherwise stated.

All times and dates and certain other information in these Terms and Conditions and in the Announcement may be subject to amendment and/or updating.  Placees will be notified of any material changes.

No statement in the Announcement or these Terms and Conditions is intended to be a profit forecast or estimate, and no statement in the Announcement or these Terms and Conditions should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, these Terms and Conditions.

DEFINITIONS

The following definitions apply to these Terms and Conditions:

Admission	First Admission and/or Second Admission as the context admits;
AIM	AIM, a market operated by the London Stock Exchange;
Announcement	the announcement regarding the Fundraising, including these Terms and Conditions;
Australian Retail Investors	qualifying Shareholders at the Record Date who are resident in Australia
Australian Retail Offer	the conditional offer of Retail Offer Shares at the Issue Price to be made by the Company to Australian Retail Investors
Cavendish	Cavendish Capital Markets Limited, registered in England and Wales under number 06198898 whose registered office is at One Bartholomew Close, London EC1A 7BL (together with its affiliates), and for the purpose of trade settlement in the Placing means Cavendish Securities plc, registered in England and Wales under number 05210733 whose registered office is at One Bartholomew Close, London EC1A 7BL;
Circular	the Company's circular to Shareholders to be published on or about 10 November 2023 relating to the Fundraising and incorporating the Notice of General Meeting;
Company	Gelion plc registered in England and Wales under number 09796512 whose registered office is at C/O Armstrong Level 4 Ldn:W, 3 Noble Street, London, EC2V 7EE;
CREST	the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & International;
EIS/VCT Placing Shares	the new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the first tranche of the Placing to Placees which are proposed to be admitted to trading on AIM on the First Admission Date;
EIS/VCT Subscription Shares	the new Ordinary Shares to be issued by the Company to the Subscribers at the Issue Price pursuant to the Subscription which are proposed to be admitted to trading on AIM on the First Admission Date;
Euroclear UK & International	Euroclear UK & International Limited;
First Admission	admission of the EIS/VCT Placing Shares and the EIS/VCT Subscription Shares to trading on AIM becoming effective as provided in Rule 6 of the AIM Rules for Companies;
First Admission Date	8.00 a.m. on 28 November 2023 or such later time as Cavendish may agree with the Company but in any event no later than 8.00 a.m. on the Long Stop Date;
First Admission Settlement Date	the date the settlement of transactions in the EIS/VCT Placing Shares and the EIS/VCT Subscription Shares following the First Admission will take place within the CREST system (subject to certain exceptions) which is expected to occur on 28 November 2023;
Fundraising	the Placing, the Subscription and the Retail Offer;
General Meeting	the general meeting of Shareholders to be held on 27 November 2023 at One Bartholomew Close, London EC1A 7BL (or any reconvened meeting following adjournment of the general meeting);
Intermediaries	any financial intermediaries that are appointed by Cavendish as the "UK Retail Offer Coordinator" in connection with the UK Retail Offer;
London Stock Exchange	London Stock Exchange plc;
Long Stop Date	31 December 2023;
Non-Eligible New Shares	the Non-Eligible Placing Shares, the Non-Eligible Subscription Shares and the Retail Offer Shares which are proposed to be admitted to trading on AIM on the Second Admission Date;
Non-Eligible Placing Shares	the new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the second tranche of the Placing to Placees which are proposed to be admitted to trading on AIM on the Second Admission Date;
Non-Eligible Subscription Shares	the new Ordinary Shares to be issued by the Company to the Subscribers at the Issue Price pursuant to the Subscription and admitted to trading on AIM on the Second Admission Date, which for the avoidance of doubt exclude the EIS/VCT Subscription Shares;
Notice of General Meeting	the notice of the General Meeting contained within the Circular;
Retail Investors	Australian Retail Investors and UK Retail Investors
Retail Offer	the Australian Retail Offer and the UK Retail Offer
Retail Offer Shares	the new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the Retail Offer;
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company;
Placees	the persons with whom Placing Shares are placed pursuant to the Placing;
Placing	the conditional placing of the Placing Shares by Cavendish on behalf of the Company at the Issue Price, in accordance with the Placing Agreement;
Placing Agreement	the conditional placing agreement dated 9 November 2023 relating to the Placing of the Placing Shares between the Company and Cavendish;
Placing Shares	the EIS/VCT Placing Shares and the Non-Eligible Placing Shares;
Prospectus Regulation	Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017;
Regulation S	Regulation S under the Securities Act;
Relevant Member State	a member state of the European Economic Area which has implemented the Prospectus Regulation;
Resolutions	the resolutions contained in the Notice of General Meeting;
Second Admission	admission of the Non-Eligible New Shares to trading on AIM becoming effective as provided in Rule 6 of the AIM Rules;
Second Admission Date	8.00 a.m. on 29 November 2023 or such later time as Cavendish may agree with the Company but in any event no later than 8.00 a.m. on the Long Stop Date;
Second Admission Settlement Date	the date the settlement of transactions in the Non-Eligible New Shares following Second Admission will take place within the CREST system (subject to certain exceptions) which is expected to occur on 29 November 2023;
Shareholders	holders of Ordinary Shares;
Subscribers	persons who agree to subscribe for Subscription Shares pursuant to Subscription Agreements;
Subscription	the subscription by the Subscribers directly with the Company for Subscription Shares pursuant to the Subscription Agreements;
Subscription Agreements	the agreements entered into between the Company and the Subscribers pursuant to which the Subscribers will agree to subscribe for the Subscription Shares at the Issue Price;
Subscription Shares	the EIS/VCT Subscription Shares and the Non-Eligible Subscription Shares;
UK Prospectus Regulation	Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as modified by or under domestic law; and
UK Retail Investors	existing shareholders of the Company who are resident in the United Kingdom and are a customer of an Intermediary who agree conditionally to subscribe for Retail Offer Shares in the UK Retail Offer
UK Retail Offer	the proposed offer of the Retail Offer Shares to UK Retail Investors through Intermediaries via the Bookbuild Platform;
United States or US	the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

 

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