Equity placing and Harland and Wolff update

RNS Number : 8812S

Infrastrata PLC

11 November 2019

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF INFRASTRATA PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

InfraStrata plc

("InfraStrata" or the "Company")

Equity placing to raise a minimum of £6.0 million via an accelerated bookbuild

Conditional contract agreed for the purchase of assets of Harland & Wolff

InfraStrata, (AIM: INFA), the AIM quoted company focused on strategic infrastructure projects, announces a proposed placing of new Ordinary Shares by way of an accelerated bookbuild to raise a minimum of £6.0 million (the "Placing") and that, further to the announcements on 1 October and 1 November 2019, it has entered into a conditional contract to purchase the principal assets of the former Harland and Wolff Heavy Industries Limited and Harland and Wolff Group Plc (together, "Harland & Wolff") from administrator BDO NI (the "Acquisition").

Capitalised terms used in this announcement and not separately defined shall have the meaning given to them in the "Definitions" section below.

Placing highlights:

-      The Company is seeking to raise a minimum of £6.0 million (before expenses), through a placing of new Ordinary Shares by way of an accelerated bookbuild at 0.3 pence per share (the " Issue Price").

-      The proceeds of the Placing will be used to finance the acquisition of the principal assets of Harland & Wolff, repay and/or restructure  the outstanding amounts pursuant to the Bridging Loan (announced on 1 October 2019), progress the Islandmagee Gas Storage Project and for general working capital purposes.

-      The Company's executive directors have indicated that they intend to subscribe in the Placing for Placing Shares at the Issue Price for an aggregate amount of approximately £20,000.

-      Additionally, the Company will draw down the second tranche of  the debt facility provided by YA II PN Ltd and Riverfort Global Opportunities PCC Limited ("Lenders") under the Bridge Loan for a sum of £500,000 (after costs and initial interest payment) in order to pay for the overheads of Harland and Wolff for the month of November 2019. Further details of this advance are set out below.

-      The Placing is to be conducted by way of an accelerated bookbuilding process (the "Bookbuild"), which will commence immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement.

-      Completion of the Placing is subject, inter alia, to (i) completion of the Acquisition through the satisfaction (or waiver) of all conditions precedent in the Acquisition Agreement (save for any conditions relating to the Placing Agreement); (ii) at least £6.0 million being raised in the Placing; and (iii) Shareholder approval of certain resolutions to enable the issue of the Placing Shares, which will be sought at a General Meeting of the Company expected to be held on or around 29 November 2019.

-      The Issue Price represents a discount of approximately 11.7 per cent. to the closing mid-market price on 8 November 2019, being the latest practicable date before this Announcement.

-      Arden Partners plc has been appointed as the Company's Joint Broker with immediate effect.

-      The Placing has been arranged by Arden acting as Bookrunner and Sole Broker to the Placing.

-      A Circular containing further details of the Placing and including a notice convening the General Meeting is expected to be despatched to Shareholders following completion of the Bookbuild.

-      It is the intention of the Board for the Company to make an open offer to Shareholders in order to give them an opportunity to subscribe for new Ordinary Shares at the same price as investors under the Placing. Following completion of the Bookbuild the Company will finalise the details of the open offer and prepare the necessary documentation and a further announcement will be made in due course.

Acquisition highlights:

-      The Company and its wholly owned subsidiary, InfraStrata Heavy Industries, entered into an Acquisition Agreement with Harland & Wolff and the Administrators on 8 November 2019 pursuant to which InfraStrata Heavy Industries has conditionally agreed to acquire the principal assets of Harland & Wolff for an aggregate cash consideration of £5.25 million (the "Consideration").

-      The strategic Harland & Wolff assets acquisition enables InfraStrata to bring in-house a large part of the engineering and fabrication requirements for the Company's Islandmagee Gas Storage Project and proposed FSRU Project (the "Projects").

-      By utilising the Assets, the Company anticipates a material reduction in the capital cost ("capex") of each of its Projects and a reduction in the construction timelines.

-      All the 70 employees of Harland & Wolff who did not opt for redundancy earlier in the year will be retained immediately following completion of the Acquisition.

-      New management team for the Assets anticipated to be employed by Q1 2020 and plans to significantly increase the size of the workforce by several hundred over the next five years as InfraStrata progresses the development of the Projects.

-      Harland & Wolff's highly skilled workforce presents the Company with an opportunity to create secondary revenue streams through the provision of services to the energy, maritime and defence sectors should such opportunities arise in future, which is in-line with the Company's existing strategy of developing and monetising strategic infrastructure projects and physical asset life-cycle management.

-      Completion of the Acquisition is subject to the satisfaction of certain conditions precedent including:

-      completion of the Placing through the satisfaction (or waiver) of all conditions precedent set out in the Placing Agreement (save for any conditions relating to the Acquisition Agreement); and

-      the transfer or assignment of the Properties to InfraStrata Heavy Industries and the variation of the terms of leases of the Properties;

-      Subject to the satisfaction or waiver of the conditions, the target completion date of the Acquisition is 5 December 2019. If completion of the Acquisition is not expected to occur by this date, the Company may elect to extend the completion date to 7 January 2020 (the "Longstop Date") by paying the sum of £600,000 plus VAT to fund the maintenance costs of the Assets for the period of 1 December 2019 until the Longstop Date.

-      The Company has also agreed to fund the maintenance costs of the Assets for the month of November by making a cash payment of £400,000 (plus VAT) on or before 14 November 2019 and a further £100,000 (plus VAT) by 5 December.

-      £500,000 of the Consideration was paid on 2 October 2019, as a non-refundable deposit, with £3.3 million due on completion of the Acquisition and the balance of the Consideration, being £1.45 million, due on or before 30 April 2020.

-      The Company has agreed to guarantee the obligations of InfraStrata Heavy Industries pursuant to the Acquisition Agreement.

Expected timetable of principal events	2019
Announcement of the Placing; Bookbuild commences	7:00 a.m. on 11 November
Announcement of the results of the Bookbuild	11 November
Posting Circular to convene General Meeting	12 November
Latest time and date for receipt of proxy voting instructions for the General Meeting	11.00 a.m. on 27 November
General Meeting	11.00 a.m. on 29 November
Announcement of results of General Meeting	29 November
Admission and commencement of dealings in the Placing Shares on AIM*	2 December
Target completion date of Acquisition	5 December
Long Stop Date	7 January 2020

*Admission is subject, inter alia, to completion of the Acquisition.

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.  The Circular will contain further details of the expected timetable for the Placing, General Meeting and Admission.

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

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

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in connection with the Placing as a result of which certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For further information please contact:

InfraStrata plc	c/o Newgate Communications
John Wood, Chief Executive & Interim Chairman	[phone]
Allenby Capital Limited (AIM Nominated Adviser & Joint Broker)	[phone]
Jeremy Porter / Liz Kirchner
Arden Partners plc (Bookrunner & Joint Broker)	[phone]
Paul Shackleton / Dan Gee-Summons (Corporate Finance) Simon Johnson (Corporate Broking)
Newgate Communications (PR)	[phone]
Elisabeth Cowell / Ian Silvera	[e-mail]

InfraStrata is an AIM quoted company focused on strategic infrastructure projects. Further information is available on the Company's website: www.infrastrataplc.com

ADDITIONAL INFORMATION

1.    INTRODUCTION

On 8 November 2019, the Company and its wholly owned subsidiary, InfraStrata Heavy Industries, entered into the Acquisition Agreement pursuant to which it has agreed to acquire the principal assets of Harland & Wolff for an aggregate cash consideration of £5.25 million. Of this amount, £500,000 has already been paid by the Company as a non-refundable deposit.

The Board has announced a proposed fundraising to raise a minimum of £6.0 million (before expenses) through the Placing.

The proceeds of the Placing will be used to finance the consideration due under the Acquisition Agreement, repay and/or restructure outstanding amounts pursuant to the Bridging Loan (announced on 1 October 2019) and progress the Islandmagee Gas Storage Project and for general working capital purposes.

The Placing is being arranged by Arden. The Placing is not being underwritten.

It is the intention of the Board that as soon as practicable following completion of the Bookbuild the Company will make an open offer to its Shareholders in order to give them an opportunity to subscribe for new Ordinary Shares at the same price as investors in the Placing. A further announcement in relation to the open offer will be made by the Company in due course.

2.    INFORMATION ON HARLAND & WOLFF AND TERMS OF THE ACQUISITION

Founded in 1861 and historically employing a large number of the city's skilled workforce, Harland & Wolff was a focal point of Belfast's industry and famed for its iconic yellow cranes, nicknamed Samson and Goliath, as well as building the Titanic and its excellence in the maritime and energy sectors. Spread across two nearby sites in the port of Belfast, it includes one of the largest deepwater docks in the UK, the sixth largest dry dock in the world and 30,000 square metres of fabrication halls.  In recent years the facility has been used by the previous occupant to undertake conversion of floating production storage and offloading vessels (FPSOs) including the mechanical process plant.

Details of the assets being acquired

The Assets to be acquired by InfraStrata include all plant, machinery, equipment and industrial and intellectual property, as well as the Properties and 79 personnel who are highly skilled in the business of fabricating equipment for the energy infrastructure industry. This will enable InfraStrata to bring in-house a large part of the fabrication requirements for the Company's Islandmagee Gas Storage Project and proposed FSRU Project. The Assets include:

1.  Gantry cranes

2.  Material handling equipment

3.  Plasma cutters

4.  Welding and joining equipment

5.  Forklifts

6.  Surface carriers to move large pieces of equipment

7.  Stock of materials and supplies

8.  IT equipment

9.  Modular office buildings

10.  Miscellaneous assets utilised in the fabrication of equipment

Terms of the Acquisition

The Acquisition Agreement sets out the terms on which InfraStrata Heavy Industries will acquire the Assets. Completion of the Acquisition is subject, inter alia, to the satisfaction of certain conditions, including: (i) the transfer or assignment of the Properties to InfraStrata Heavy Industries and the variation of the terms of leases of the Properties; and (ii) the satisfaction (or waiver) of all conditions precedent set out in the Placing Agreement (save for any conditions relating to the Acquisition Agreement); and (iii) the passing of the Resolution numbered 1 at the GM.  The parties to the Acquisition Agreement have agreed to use all reasonable endeavours to satisfy the conditions by the target completion date, being 5 December 2019 or, failing which, the long stop date of 7 January 2020.

The total consideration for the Acquisition of the Assets is £5.25 million, of which a non-refundable deposit of £500,000 was paid on 2 October 2019. The payment of the balance of the Consideration has been phased and is payable as follows:

-      £3.3 million on completion which is scheduled for 5 December 2019 (or no later than the Longstop Date) ("Completion"); and

-      £1.45 million will be payable by 30 April 2020 (with secondary security on the Company's assets until payment).

The Company has agreed to pay the maintenance costs of the Assets for November by making a cash payment of £400,000 (plus VAT) on or before 14 November 2019 and a further £100,000 (plus VAT) by 5 December. If Completion is not expected to occur by 5 December 2019, the Company may elect to extend the completion date to 7 January 2020 by paying the sum of £600,000 (plus VAT) to fund the maintenance costs of the Assets for the period of 1 December 2019 until the Longstop Date. The Company intends for a portion of the EU grant reclaim expected to be received shortly to fund this payment for December. 

The Consideration is a substantial discount on the valuation of the Assets of around £11 million. For the year to 31 December 2018, the business carried on by the Assets reported an unaudited loss of £4.868 million. For the avoidance of doubt, the Company will not be buying the business of Harland and Wolff, rather just certain assets of Harland and Wolff. Consequently, InfraStrata Heavy Industries will not be taking on any business liabilities of Harland and Wolff, save for such liabilities as it will assume as assignee under various leases of the Belfast yard and dock site being acquired, but subject to such variations as will be agreed with the Belfast Harbour including in respect of levels and review of rent, and sharing of the costs of remediation (if required) of certain historic environmental liabilities with the Belfast Harbour Commissioners on a 50/50 basis.

3.    REASONS FOR THE ACQUISITION AND PLACING

Reasons for the Acquisition and strategy

The acquisition of the Assets offers significant commercial benefits to the Company. As an organisation that is focussed on strategic infrastructure projects, the Acquisition offers the Company a substantial degree of flexibility in how it manages its and third-party projects and assets. Management has consistently laid out its strategy of transforming the Company into one that is engaged in multiple projects across their respective life-cycles. The acquisition of the Assets, as a mature asset, provides stability to the Company's asset base and should enable revenue generation in the short term whilst other Company projects evolve through their respective life-cycles before ultimately becoming revenue generating.

Key to this Acquisition are the potential cost savings that the Company can benefit from by bringing fabrication work on its Islandmagee Gas Storage Project and FSRU Project in-house. Additionally, the Company will benefit commercially from in-house fabrication and control by potentially bringing forward the commercialisation dates of its Projects, whilst positioning itself to be better placed to partner in further energy infrastructure project developments.

The Acquisition will have the following benefits for the Company's Islandmagee Gas Storage Project, which, when fully operational, is expected to provide 25 per cent. of the UK's natural gas storage capacity:

·     the construction timeline will be reduced, bringing first revenue from offtake partners forwards; and

·     the capex is anticipated to be materially reduced and the Directors anticipate that the costs savings will be greater than the Acquisition price.

The Acquisition provides InfraStrata's management the resources, tools and flexibility to not only further the Company's projects, but to also attract other third-party businesses that wish to utilise the skills, assets and expertise available at the Harland & Wolff facility as opportunities present themselves.   The Assets are by their very nature capable of being utilised for a number of activities ranging from design, construction, fabrication, commissioning, operating and, finally, to decommissioning of energy and marine infrastructure assets, including but not limited to, wind farms, Floating Production Storage and Offloading vessels (FPSOs), sub-sea oil and gas structures and other sea-going vessels including cruise vessels, ferries and defence carriers.  Whilst the Board's key focus is on delivering internal projects, specifically the Islandmagee Gas Storage Project initially, it will also seek to capitalise on the versatility of the Assets as opportunities present themselves over time, and expand the Company's span of projects to keep in line with the overall strategy of creating a portfolio of revenue generating infrastructure assets within the Company. In addition, the Board recognises the need for the Company to start generating revenues as soon as possible. With that in mind, the acquisition of the Assets lends itself to near term revenues from servicing of third-party physical assets whilst preparatory work commences for the formal construction of the Islandmagee Gas Storage project and to support working capital requirements.  The Board has previously had direct related experience of operating facilities similar to the Harland & Wolff facility. Additionally, a separate management team that has been involved for a large number of years in operating such facilities is proposed to be deployed in the next few months.  

Invest NI has advised the Company of numerous forms of support by way of loans and grants that are potentially available for the Assets post Acquisition and the Board will look to take advantage of these in the future. While the Directors anticipate that these grants could be for a significant amount there can be no guarantee that any such funds will be available to the Company.

Reasons for the Placing and use of proceeds

The Company is undertaking the Placing to finance the Acquisition, repay and/or restructure any outstanding amounts pursuant to the Bridging Loan as on the date of Completion, progress the Islandmagee Gas Storage Project and provide the Company with additional working capital.

4.    CURRENT TRADING AND WORKING CAPITAL

The Company announced on 1 November 2019 an update on the Islandmagee Gas Storage Project, which confirmed completion of the October 2019 milestones. With these milestones complete, the Company is working closely with the Northern Ireland Environment Agency and the Department of Agriculture, Environment and Rural Affairs to finalise the timelines for the final activities related to the full marine licence. Once this process has been completed, the Board will release the revised construction tender documents to ensure that they include the most up to date information.

In addition, the Board continues to make progress in its negotiations with equity and debt partners with the aim of taking Final Investment Decision for the Islandmagee Gas Storage Project by the end of the year. In addition, the Board remains confident that the final grant reclaim for EUR1.6 million that is due to be paid to InfraStrata from the EU will be paid in Q4 this year.  The Company continues to progress preparation of the Gas Storage Agreement with Vitol SA, and to coincide with FID.

Assuming the Placing completes, the Company's business plan and working capital requirement make certain assumptions as to the short term timing of:

·      the EU grant payment of EUR1.6 million;

·      an additional grant from InvestNI;

·      the Company reaching Final Investment Decision ("FID") on the Islandmagee Gas Storage Project by the end of the year, the payment of back costs associated with FID and revenue generation associated with fabrication of the Islandmagee Gas Storage Project ; and

·      ad hoc revenue utilising the Assets on third party projects.

If the timing of any of these is delayed or takes longer than currently expected then it islikely that the Company will require additional finance during the first half of 2020.

5.    DETAILS OF THE PLACING

The Company is proposing to raise a minimum of £6.0 million (before expenses) at the Issue Price, pursuant to the Placing.  The Placing will be conducted by the Company in accordance with the terms and conditions set out in the Appendix to this Announcement. The Placing is being conducted through an accelerated bookbuilding process which will commence immediately following this Announcement. 

The Bookbuild will determine final demand for and participation in the Placing.  The Bookbuild is expected to close not later than 4.30 p.m. (London) on 11 November 2019, but may be closed at such earlier or later time as Arden may, in its absolute discretion, determine.  The allocations will be determined at the absolute discretion of Arden and will be confirmed orally or by email by Arden following the close of the Bookbuild.  A further announcement will be made following the completion of the Bookbuild with final details of the Placing (the "Bookbuild Announcement").

The executive Directors of the Company have indicated that they intend to subscribe in the Placing for Placing Shares at the Issue Price for an aggregate amount of approximately £20,000. Further details will be announced in the Bookbuild Announcement.

On 8 November, The Company entered into a placing agreement with Arden (the "Placing Agreement") under which Arden has, on the terms and subject to the conditions set out therein (including Admission), undertaken to use their respective reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Arden. The Placing is not being underwritten by Arden or any other person.

The Placing is conditional, inter alia, upon shareholder approval of the Resolution numbered 1 at the forthcoming General Meeting, at least £6.0 million being raised in the Placing, the Acquisition Agreement becoming unconditional in all respects, Admission and the Placing Agreement not being terminated prior to Admission (and in any event no later than 8.00 a.m. on 7 January 2020). Further details of the terms and conditions to the Placing are set out in paragraph 6 below.

The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to all dividends or other distributions declared, made or paid after the date of issue of the Placing Shares.

The Placing Shares will be in registered form and will be capable of being held and traded in either certificated or uncertificated form (i.e. in CREST).

The ISIN number of the Ordinary Shares and Placing Shares is GB00B28YMP66. The TIDM is INFA.

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

6.    DETAILS OF THE SHORT-TERM LOAN

The Company will draw down the second tranche of the debt facility provided by YA II PN Ltd and Riverfort Global Opportunities PCC Limited ("Lenders") under the Bridge Loan for a sum of £500,000 (after costs and initial interest payment) in order to pay for the overheads of Harland and Wolff for the month of November 2019. This tranche of the debt facility is non-convertible and carries a fixed interest amount of £40,000, half of which is deducted from the advance of the loan with the balance repaid on the first repayment date. The loan will enjoy an initial three-month debt repayment holiday and will be repayable thereafter in three equal monthly tranches on the first day of each month starting in March 2020. The Lenders will only have the right to convert this tranche of the loan in the event of a default by the Company in repaying the loan on the dates mentioned above. Any conversion would be at the lower of 0.598 pence per share and 90 per cent of the volume weighted average price ("VWAP") of the Ordinary Shares on AIM for the previous ten trading days. The Lenders will also be entitled to warrants over new Ordinary Shares having a value equal to £150,000. The number of Ordinary Shares subject to the warrants will be calculated as the quotient of the drawdown amount divided by the closing price of Ordinary Shares on the trading date immediately prior to drawdown and the exercise price on such warrants will be 150% of such closing price. The warrants will be exercisable for a period of 24 months from the date of issuance or 12 months if the daily VWAP, during the first 12 months, is at or above 1 pence for 20 consecutive days at any time during that period.

7.    CONDITIONS AND OTHER INFORMATION RELATING TO THE PLACING

The Placing has not been underwritten and is conditional, inter alia, upon:

(a)  the passing of the Resolution numbered 1 at the General Meeting or any adjournment thereof;

(b)  the Acquisition Agreement becoming unconditional in all respects (save in respect of any inter-conditionality with the Placing Agreement and Admission) and, in particular, the transfer or assignment of the Properties to InfraStrata Heavy Industries and the variation of the terms of the leases of the Properties;

(c)   at least £6.0 million being raised in the Placing;

(d)  the Placing Agreement becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and

(e)  Admission occurring by not later than 2 December 2019 (or such later time and/or date as the Company and Arden may agree, being not later than 7 January 2020).

Accordingly, if the conditions to which the Placing is subject are not satisfied or, if applicable, waived the Placing will not proceed, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither the Company, Arden, nor any of their Affiliates 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 as to whether or not to waive, or to extend the time and/or date for the satisfaction of, any condition to which the Placing is subject.

Whilst the parties to the Acquisition Agreement and Placing Agreement have agreed to use all reasonable endeavours to satisfy the conditions respectively set out in those agreements by the target completion date, being 2 December 2019 or, failing which, the long stop date of 7 January 2020, there is no guarantee that the conditions can or will be met and therefore no guarantee that the Acquisition, Placing will ultimately proceed. The Acquisition and Placing are inter-conditional as set out in paragraph 2 above and earlier in this paragraph 7.

8.    CIRCULAR AND NOTICE OF GENERAL MEETING

The Placing is conditional upon, inter alia, the passing of a Resolution to be put to Shareholders of the Company at a General Meeting of the Company expected to be held on 29 November 2019 (the "GM") to provide authority to the Directors to issue and allot the Placing Shares on a non-pre-emptive basis, whereby such authority will be utilised by the Directors to enable completion of the Placing. A Circular containing a notice of the General Meeting will be posted to Shareholders shortly.

IMPORTANT INFORMATION

This Announcement has been issued by, and is the sole responsibility, of the Company.  No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Arden or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, Japan or New Zealand and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa, Japan or New Zealand.

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

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

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

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules for Companies in connection with the Placing and Admission and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company and the Directors or to any other person or entity. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Allenby Capital is not making any representation or warranty, express or implied, as to the contents of this Announcement. Allenby Capital has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

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

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

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

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

DEFINITIONS

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

"Acquisition"	the acquisition by the Company of the principal assets of Harland & Wolff pursuant to the terms and conditions set out in the Acquisition Agreement
"Acquisition Agreement"	the agreement dated 8 November 2019 between the Company, InfraStrata Heavy Industries, Harland and Wolff Heavy Industries Limited, Harland and Wolff Group plc and the Administrators
"Act"	the Companies Act 2006 (as amended)
"Administrators"	Michael Jennings and Brian Murphy, both licensed insolvency practitioners of BDO Northern Ireland, 10 Callender Street, Belfast BT1 5BN, in their respective capacities as joint administrators and agents of Harland & Wolff
''Admission''	admission to trading on AIM of the Placing Shares  becoming effective in accordance with Rule 6 of the AIM Rules
"Affiliates"	any group of undertaking as defined in section 1116 of the Act
''AIM''	the market of that name operated by the London Stock Exchange
''AIM Rules for Companies''	the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange
''Allenby Capital''	Allenby Capital Limited, a private limited company incorporated in England & Wales under registered number 06706681 and having its registered office at 5 St. Helen's Place, London EC3A 6AB, the Company's nominated adviser
"Announcement"	this announcement, including the Appendix
"Appendix"	the appendix to this Announcement
''Arden''	Arden Partners plc, a public limited company incorporated in England & Wales under the registered number 04427253 and having its registered office at 5 George Road, Edgbaston, Birmingham B15 1NP, the Company's sole broker and bookrunner for the purposes of the Placing and Admission
"Articles"	the articles of association of the Company (as amended from time to time)
"Assets"	the principal assets of Harland & Wolff which are the subject of the Acquisition, including the Properties
''Board'' or "Directors''	the directors of the Company or any duly authorised committee thereof
"Bookbuild"	the accelerated bookbuild process to be carried out by Arden following this Announcement to procure investors pursuant to the Placing
"Bridging Loan"	the loan facility provided pursuant to the investment agreement dated 30 September 2019 between the Company and Riverfort Global Opportunities PCC and YA II PN Ltd, as announced by the Company on 1 October 2019, of which £600,000 is outstanding at the date of this Announcement
"certificated" or "in certificated form"	where an Ordinary Share is not in uncertificated form (i.e. not in CREST)
"Circular"	the circular in relation to the Placing and General Meeting to be despatched to Shareholders
"Company" or "InfraStrata"	InfraStrata plc, a public limited company incorporated in England & Wales under registered number 06409712 and having its registered office at Riverbank House, 2 Swan Lane, London EC4R 3TT
"Conditions"	the conditions of the Placing as set out in paragraph 6 of this Announcement
"CREST"	the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"DVP"	delivery versus payment in CREST
"Existing Ordinary Shares"	the Ordinary Shares in issue at the date of this Announcement
"FCA"	the Financial Conduct Authority of the United Kingdom
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"FSRU Project"	the Company's proposed floating gas storage and regasification unit project offshore Barrow-in-Furness, Cumbria
"General Meeting"	the general meeting of the Company to be convened for 11.00 a.m. on 29 November 2019 or any adjournment thereof in order to consider, and if thought fit pass, the Resolutions
''Group''	the Company and its Subsidiaries (as defined in the Act)
"Harland & Wolff"	Harland and Wolff Heavy Industries Limited, a private limited company incorporated in Northern Ireland under registered number NI038867 and Harland and Wolff Group plc, a public limited company incorporated in Northern Ireland under registered number NI038422, each having its registered office at C/O BDO NI Lindsay House 10, Callender Street, Belfast, BT1 5BN
"InfraStrata Heavy Industries"	InfraStrata Heavy Industries (NI) Limited, a company incorporated and registered in Northern Ireland (company no. NI664860), which is a wholly-owned subsidiary of the Company
"Issue Price"	0.3 pence per Ordinary Share
"Islandmagee Gas Storage Project"	the Company's project for the development of an underground gas storage facility at Islandmagee, Northern Ireland
"London Stock Exchange"	London Stock Exchange plc
"Notice of General Meeting"	the notice convening the General Meeting to be set out in the Circular
"Ordinary Shares"	ordinary shares of 0.01 pence each in the capital of the Company in issue from time to time
"Overseas Shareholders"	a Shareholder with a registered address outside the United Kingdom
"pence"	pence sterling, the lawful currency of the UK
"Placees"	persons who have agreed to subscribe for Placing Shares on the terms and conditions set out in this Announcement
"Placing"	the placing by Arden on behalf of the Company of the Placing Shares with certain institutional investors and existing Shareholders, otherwise than on a pre-emptive basis, at the Issue Price
"Placing Agreement"	the conditional agreement dated 8 November 2019 between Arden (1) and the Company (2) relating to the Placing
"Placing Shares"	the new Ordinary Shares the subject of the Placing
"Properties"	the real property demised to Harland and Wolff Heavy Industries pursuant to certain lease agreements relating to the Belfast dry dock and Harland & Wolff shipyard which are to be assigned to InfraStrata Heavy Industries pursuant to the Acquisition
"Prospectus Directive"	the Directive of the European Parliament and of the Council of the European Union 2003/71/EC
"PTM levy"	a flat rate charge of £1 on all share trades in excess of £10,000
"Regulation S"	Regulation S under the Securities Act
"Resolutions"	the resolutions to be proposed at the General Meeting, which will be set out in the Notice of General Meeting; references to numbered Resolutions are those as numbered in the Notice of General Meeting
"Restricted Jurisdiction"	United States of America, Canada, Australia, Japan, New Zealand and the Republic of South Africa and any other jurisdiction where the extension or availability of the Placing or would breach any applicable law
"Regulatory Information Service"	has the meaning given to it in the AIM Rules
"Securities Act"	US Securities Act of 1933 (as amended)
"Shareholders"	the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly
''United Kingdom'' or ''UK''	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction
"£"	UK pounds sterling, being the lawful currency of the United Kingdom

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

(IMPORTANT INFORMATION FOR PLACEES ONLY CONCERNING THE PLACING)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY ARDEN PARTNERS PLC ("ARDEN") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE (THE "PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") OR (C) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

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

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or New Zealand or any other jurisdiction where the extension or availability of the Placing would breach applicable law (a "Restricted Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by InfraStrata plc, Arden or any of their affiliates or agents 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 such restrictions.

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.

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

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

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

A Circular explaining the background to and reasons for the Placing and containing the Notice of General Meeting is expected to be posted to shareholders following the close of the Bookbuilding Process (as defined below). A copy of the Circular and the Notice of General Meeting will thereafter be made available on the Company's website: https://www.infrastrataplc.com/.

Details of the Placing Agreement and the Placing Shares

Arden is acting as bookrunner for the purposes of the Placing and has entered into the Placing Agreement with the Company under which they have severally agreed to use their respective reasonable endeavours to procure Placees to subscribe for Placing Shares in the Placing on the terms and subject to the conditions set out therein.  The Placing Agents are acting as agents of the Company and for no one else in connection with the Placing.

The Placing is not being underwritten.

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

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

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction of the Conditions, it is expected that Admission will take place and dealings in the Placing Shares is expected to commence on AIM at 8.00 a.m. on 2 December 2019.

Bookbuild

Commencing at 7 a.m. on 11 November 2019, Arden as agent of the Company will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Arden, in consultation with the Company, will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as they may determine in their absolute discretion. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

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

The book for the Placing will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.30 p.m. (London) on 11 November 2019, but may be closed at such earlier or later time as Arden may in its absolute discretion, determine. A further announcement will be made following the close of the Bookbuilding Process detailing the results of the Bookbuilding Process, setting out the timetable for the despatch of the Circular and the General Meeting.

A bid in the Bookbuilding Process may only be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Arden's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Arden. Arden will contact and confirm orally to successful Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Arden's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Arden. The terms of this Appendix will be deemed incorporated in that trade confirmation.

Arden reserves the right to determine the allocation of the Placing Shares, and to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Arden 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 Arden.

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

To the fullest extent permissible by law, none of the Company, Arden, any of its Affiliates nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Company, Arden nor any of their Affiliates or any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of the conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Arden, in consultation with the Company may in their sole discretion determine.

All obligations of Arden under the Placing will be subject to fulfilment of the Conditions.

Conditions of the Placing

The Placing is not being underwritten and is conditional, inter alia, upon:

i.     a minimum of £6.0 million being raised in the Placing;

ii.    the passing of  the Resolution numbered 1 at the General Meeting or any adjournment thereof;

iii.   the Acquisition Agreement becoming unconditional in all respects save in respect of any inter-conditionality with the Placing Agreement and Admission;

iv.   the Placing Agreement becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and

v.    Admission occurring by not later than 8.00 a.m. on 2 December 2019 (or such later time and/or date as the Company and Arden may agree, being not later than 7 January 2020.

Accordingly, if the Conditions to which the Placing is subject are not satisfied or, if applicable, waived, the Placing will not proceed, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither the Company, Arden, nor any of their Affiliates 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 as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to which the Placing is subject.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate".

Right to terminate

The Placing Agreement contains certain warranties and indemnities from the Company in favour of Arden.  Arden may, in its absolute discretion terminate the Placing Agreement in certain circumstances, if, inter alia, at any time before Admission the Company breaches its obligations under the Placing Agreement; if any circumstances arise which have a material adverse effect on the business, financial or trading position or prospects of the Company; or if there is a change in the financial, political, economic or market conditions, which in their reasonable opinion, acting in good faith, are materially adverse to the Placing.

By participating in the Placing, each Placee agrees with Arden that the exercise by the Arden of any right of termination or other discretion under these terms and conditions shall be within the absolute discretion of Arden and that Arden need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither Arden nor any of its Affiliates nor any person acting on their behalf or any of them shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

No offering document or prospectus has been or will be published in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Directive) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service.

Each Placee, by accepting a participation in the Placing, confirms to Arden that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Arden (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Affiliate, any persons acting on its behalf or the Company and neither, nor their respective Affiliates, nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with the Company and Arden that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Arden reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to the Company and settlement instructions. Placees should settle against the CREST ID for Arden shown below. Subject to satisfaction or waiver of the conditions to which the Placing is subject, it is expected that such trade confirmation will be despatched on the expected trade date shown below. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Arden.

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

The expected timetable for settlement will be as follows:

Trade Date	28 November
Settlement Date	2 December
ISIN Code	GB00B28YMP66
SEDOL	B28YMP6
Deadline for input instruction into CREST	28 November
CREST ID for Arden	601

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

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

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

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

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

Representations, warranties and terms

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

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

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

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

4) acknowledges that the Placing Shares will be admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies and other applicable laws and regulations (the "Exchange Information"), which includes a description of the nature of the Company's business, the Company's most recent annual report and interim financial statements, the most recent admission document, and the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty;

5) acknowledges that none of the Company, Arden, any of their Affiliates or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company (other than this Announcement); nor has it requested any of the Company, Arden, any of their Affiliates or any person acting on their behalf to provide it with any such material or information;

6) acknowledges that (i) none of Arden, its Affiliates or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Arden and that Arden does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor for the exercise or performance of any of their rights and obligations hereunder including any rights to waive or vary any conditions or exercise any right of termination, and (ii) neither it nor, as the case may be, its clients expect Arden to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Arden is not acting for it or its clients, and that Arden will not be responsible to any person in connection with the Placing for providing protections afforded to its clients;

7) represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information or representations made to it, express or implied, with respect thereto;

8) acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations and has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

9) represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;

10) acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement;

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

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

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

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

15) represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of Arden has been given to such an offer or resale;

16) represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area, except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

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

18) represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

19) represents and warrants that it has complied with its obligations: (i) under the Criminal Justice Act 1993 and the Market Abuse Regulation (EU 596/2014); (ii) in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-Terrorism Crime and Security Act 2001, the Counter-Terrorism Act 2008, the Money Laundering Regulations 2007, the Money Laundering Regulations 2017 and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and rules and guidance on anti-money laundering produced by the Financial Conduct Authority ("FCA") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

20) if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc") of the FPO, or (c) it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive, or (d) if not a person meeting the criteria set out in (a) or (b) of this paragraph 20 or the other criteria of qualified investors for the purposes of section 86(7) of FSMA, he or she is a director of the Company at the time of the Placing or (d) it is person to whom this Announcement may otherwise lawfully be communicated;

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

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

23) acknowledges that none of Arden, nor any of its Affiliates nor any person acting on its behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither, nor any of its Affiliates nor any person acting on its behalf has any duties or responsibilities to it for providing advice in relation to the Placing or for the exercise or performance of any of Arden's rights and obligations hereunder, including any right to waive or vary any condition or exercise any right of termination contained herein;

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

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

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

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

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

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

30) acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Arden, any money held in an account with Arden on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Arden in the course of its business; and the Placee will rank only as a general creditor of Arden (as the case may be);

31) acknowledges and agrees that in order to ensure compliance with the Money Laundering Regulations 2017, Arden, the Company or its registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Arden, the Company or the Company's registrar, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Company's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Company or the Company's registrars, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Company or the Company's registrars have not received evidence satisfactory to them, 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;

32) acknowledges and understands that the Company, Arden  their Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

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

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

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

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

37) acknowledges and agrees that it will be bound by the terms of the articles of association of the Company; and

38) acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Arden in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to the Company and Arden and, where relevant, each of their Affiliates and any person acting on their behalf and are irrevocable.

No claim shall be made against the Company or Arden or their respective Affiliates or any other person acting on their behalf by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from the exercise of any rights available to it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing.

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

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

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

Times and dates in this Announcement may be subject to amendment. Arden, as agent of the Company shall notify the Placees and any person acting on behalf of the Placees of any such changes.

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

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

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

1)    if he is an individual, his nationality;

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

3)    such other "know your client" information as the Placing Agents may reasonably request.

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

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

Information to Distributors

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

 

END

 

 

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